OPTION AGREEMENT This OPTION AGREEMENT (this “Agreement”) is entered into effective as of the 21st day of May, 2018 (the “Effective Date”), by and between SALT CREEK MIDSTREAM, LLC, a Delaware limited liability company (“SCM”), and LILIS ENERGY, INC.,...
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OPTION AGREEMENT This OPTION AGREEMENT (this “Agreement”) is entered into effective as of the 21st day of May, 2018 (the “Effective Date”), by and between SALT CREEK MIDSTREAM, LLC, a Delaware limited liability company (“SCM”), and LILIS ENERGY, INC., a Nevada corporation (“Lilis”). SCM and Lilis are sometimes referred to collectively as the “Parties” and individually as a “Party.” RECITALS WHEREAS, Lilis has or contemplates having a supply of owned or controlled Gas from present and future Interest(s) of Lilis and its Affiliates located within the lands being more particularly described on Exhibit A (the “AMI”); and WHEREAS, SCM owns and operates, or plans to own and operate, gathering and processing facilities capable of receiving deliveries of Gas within the AMI; WHEREAS, Lilis desires to grant to SCM a right of first refusal to provide midstream services with respect to certain owned or controlled Gas produced from the present and future Interest(s) of Lilis and its Affiliates within the AMI, on the terms and conditions set forth in this Agreement; WHEREAS, Lilis, as seller, and Lucid Energy Delaware LLC, a Delaware limited liability company currently (“Lucid”), as buyer, are parties to that certain Gas Gathering, Processing and Purchase Agreement dated August 10, 2017, as amended (the “Lucid Agreement”); and WHEREAS, Lilis desires to grant to SCM an option for SCM to cause Lilis to terminate the Lucid Agreement and enter into a new Gas Purchase Agreement covering the Interest(s) dedicated under the Lucid Agreement and certain other Interest(s) more particularly described therein upon the termination of such Lucid Agreement, on the terms and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, in consideration of the foregoing and Ten Dollars ($10.00) and other good and valuable consideration paid by SCM to Lilis on the Effective Date, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows: 1. Defined Terms. Unless otherwise required by the content, the terms defined in this Section 1 shall have, for all purposes of this Agreement, the respective meanings set forth in this Section 1. (a) “Affiliate” shall mean any Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with another Person. The term “control” (including its derivatives and similar terms) shall mean possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or 1 6645116v1
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otherwise. Any Person shall be deemed to be an Affiliate of any specified Person if such Person owns fifty percent (50%) or more of the voting securities of the specified Person, or if the specified Person owns fifty percent (50%) or more of the voting securities of such Person, or if fifty percent (50%) or more of the voting securities of the specified Person and such Person are under common control. (b) “Business Day” shall mean any calendar day other than Saturdays and Sundays that commercial banks in Houston, Texas are open for business. (c) “Gas” means natural gas produced in its original state from a gas well and/or an oil well. (d) “Governmental Authority” shall mean (i) the United States of America, (ii) any state, county, parish, municipality or other governmental subdivision within the United States of America, and (iii) any court or any governmental department, commission, board, bureau, agency or other instrumentality of the United States of America or of any state, county, municipality or other governmental subdivision within the United States of America. (e) “Interests” shall mean any right, title, or interest in lands, Xxxxx, or leases with the right to produce oil and/or gas therefrom whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, or arising from any pooling, unitization or communitization of any of the foregoing rights. (f) “Person” shall mean any individual, firm, corporation, trust, partnership, limited liability company, association, joint venture, other business enterprise or Governmental Authority. (g) “Third Party” shall mean means any Person other than a Party or an Affiliate of a Party. (h) “Well” shall mean a well for the production of gas and/or liquid hydrocarbons, including Gas. 2. Right of First Refusal for Midstream Services. Commencing on the Effective Date, in the event that Lilis receives an offer from a Third Party during the Term of this Agreement to provide Gas gathering, processing and/or related midstream services with respect to any Gas attributable to Lilis’ and its Affiliates’ non-dedicated Interest(s) within the AMI that Lilis intends to accept, including, without limitation, any Interests of Lilis and its Affiliates owned as of the Effective Date or subsequently acquired within the AMI, Lilis shall, prior to entering into any agreement for such Gas midstream services with the applicable Third Party, notify SCM in writing and offer the right to provide such Gas midstream services with respect to the applicable Gas on identical terms and conditions relating to rates, fees, deductions, cost recoveries and other economic terms, offered by the applicable Third Party. Such notice shall provide true and complete information about the proposed midstream services, including the 2 6645116v1
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With a copy to: Salt Creek Midstream, LLC 00000 Xxxxx Xxxxxxx 000 Xxxxx 0 Xxxxxxx, XX 00000 Attn: Contract Administration Email: xxxxxxxxx@xxxxxxxxx.xxx Lilis: NOTICES AND CORRESPONDENCE: Lilis Energy, Inc. 000 X. Xxxxxxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Accounting and Operations Telephone: 000-000-0000 Facsimile 210-999-5401 With a copy to: RDP Producer Services, LLC 00000x Xxxx Xxxx, Xxxxx XX0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxx Fax: 000-000-0000 Email: xxxxx@xxxxxxxxxxxxxxxxxxx.xxx Any Party may, upon written notice to the other Parties, change the address and person to whom such communications are to be directed. 10. Waiver; Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of a Party, or their respective officers, employees, agents, or representatives, nor any failure by a Party to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation, or warranty. The rights of each Party under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right. 5 6645116v1
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11. Amendments. This Agreement may be amended only by an instrument in writing executed by the Parties. 12. Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 13. Governing Law. This Agreement will be interpreted, construed, and enforced in accordance with the laws of the State of Texas, without giving effect to any rules or principles of conflicts of law that might otherwise refer to the laws of another jurisdiction. The Parties hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts located in Houston, Xxxxxx County, Texas and irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any federal or state court located in Houston, Xxxxxx County, Texas. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 14. Exhibits. The Exhibits referred to herein are attached hereto and incorporated herein by this reference, and unless the context expressly requires otherwise, the exhibits and schedules are incorporated in the definition of “Agreement.” 15. Interpretation. It is expressly agreed by the Parties that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any provision hereof or who supplied the form of this Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transactions contemplated by this Agreement and, therefore, waives the application of any law or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document. 16. Entire Agreement. This Agreement and any other documents delivered in connection with this Agreement contain the entire agreement of the Parties with respect to the subject matter hereof and supersede all previous agreements or communications between the Parties, verbal or written, with respect to the subject matter hereof. Each Party agrees that no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in this Agreement. 6 6645116v1
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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the Effective Date. SCM: SALT CREEK MIDSTREAM, LLC By: /s/ Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer LILIS: LILIS ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: CFO [Signature Page to Option Agreement]
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EXHIBIT A DESCRIPTION OF AMI [ATTACHED] EXHIBIT A 6645116v1
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XX X00 X X X X X X00 0 X00 0 2 E 2 29E 2 3 E 2 31E 2 32E 2 33E 2 34E 2 35E 2 36E 2 37E 2 3 E A22 C45 39E A2 A23 A24 A26 A2 A26 A3 A31 A44 A34 21 27E 21 2 E 21 29E 21 3 E 21 31E 21 32E 21 33E 21 34E 21 35E 21 36E 21 37E 21 3 E A29 A33 A36 A32 A34 A43 A35 A37 A34 A3 A39 A36 22 27E 22 2 E 22 29E 22 3 E 22 31E 22 32E 22 33E 22 34E 22 35E 22 36E 22 37E 22 3 E A3 13 14 A45 A39 A4 A49 A4 L E A A46 23 27E A5 X X X X X X A44 23 2 E 23 29E 23 3 E 23 31E 23 32E 23 33E 23 34E 23 35E 23 36E 23 37E 23 3 E Y Y A47 D X X X X00 X X X00 X00 00 X00 00 2 E 24 29E 24 3 E 24 33E A53 24 27E 24 31E 24 32E 24 34E 24 35E 24 36E 24 37E 24 3 E A52 9 A54 1 11 25 2 E 25 29E 25 3 E 25 31E 25 32E 25 33E 25 34E 25 35E 25 36E 25 37E 25 27E 25 3 E X00 00 00 X0X X00 X00 X00 43 T1N A 54 45 T2N 44 T1N 26 27E 26 2 E 26 29E 26 3 E 26 31E 26 32E 26 33E 26 34E 26 35E 26 36E 26 37E 26 3 E A56 A57 A 57 A 46 46 43 N E W M E X I C O 45 TIN 45 T1N T1N 56T1 55T1 A 57 B57 44 T1N C22 T E X A S A57 46 C23 43 T1 C C24 77 C25 46 T1N 5 T1 57 T1 57 T1 56 T1 55 T1 54 T1 76 59 T1 B1 74 44 T1 B2 WF 1 46 TI B3 7 C26 75 B2 45 T1 46 T1 B7 E C T O R 29 26 W 4 46 TI L O V I N G XX X X X X X X B27 B6 27 5 T2 57 T2 57 T2 56 T2 55 T2 54 T2 53 T2 59 T2 5 T7 B4 B4 44 T2 2 45 T2 B5 B4 5 B 5 T6 29 C U L B E R O N B1 B9 2 112 56 T3 57 T3 56 T3 2 C27 C29 B15 1 B11 44 T3 113 B12 21 45/113 56 T3 C2 B14 57 T3 2 2 35 VV 19 B13 45 X X X X X \ LILIS_ACREAGE.mxdLilis B16 \ 1 A 111 33 46 T3 16 55 T3 2 AMI 3 15 C21 13 46 \ Energy Companies F B23 5 53 T4 3 B22 52 T4 B19 \ SALT_CREEK 55 T4 53 T4 1 17 R A N E 57 Projects R A N E \ 54 T4 52 T4 X X X X B1 B2 B17 C R A N E 52 53 56 \ GIS C19 34 N 63 ‘ B26 53 O 1 5 Miles 4 16 B21 54 T5 B2 Document Path: M: 55 T5 54 T4 34 34 B19
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EXHIBIT B FORM OF SCM GAS PURCHASE AGREEMENT [ATTACHED] EXHIBIT B 6645116v1
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Execution – Option Agreement GAS PURCHASE AGREEMENT BETWEEN Lilis Energy, Inc. (“Customer”) AND Salt Creek Midstream, LLC (“SCM”) Dated Effective as of August 11, 2027
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Execution – Option Agreement TABLE OF CONTENTS ARTICLE I SCOPE OF THIS AGREEMENT .............................................................................. 1 1.1 Scope of this Agreement ....................................................................................................... 1 1.2 General Terms and Conditions and Exhibits Incorporated by Reference ............................. 2 ARTICLE II COMMITMENT AND QUANTITIES ..................................................................... 3 2.1 Dedication ............................................................................................................................. 3 2.2 Reservations of Customer ..................................................................................................... 3 2.3 Prior Dedications as of the Effective Date and Subsequently Acquired Leases ................... 4 2.4 Covenant Running With the Land ........................................................................................ 5 2.5 No Upstream Processing ....................................................................................................... 5 2.6 Receipt Points; Drilling Plans ............................................................................................... 6 2.7 Non-Dedicated Gas ............................................................................................................... 8 ARTICLE III FEES ........................................................................................................................ 8 3.1 Service Fees .......................................................................................................................... 8 3.2 Treating Fuel ......................................................................................................................... 9 3.3 Escalation .............................................................................................................................. 9 ARTICLE IV PROCESSING SETTLEMENT; ADDITIONAL CONSIDERATION .................. 9 4.1 Products Purchase ................................................................................................................. 9 4.2 Processing Mode Election .................................................................................................. 10 ARTICLE V NOTICES ................................................................................................................ 11 5.1 Addresses ............................................................................................................................ 11 ARTICLE VI TERM; TERMINATION .......................................................................................12 6.1 Term .................................................................................................................................... 12 6.2 Default; Termination for Cause .......................................................................................... 12 6.3 Bankruptcy Savings ............................................................................................................ 13 ARTICLE VII CONFIDENTIALITY .......................................................................................... 13 7.1 Confidential Information .................................................................................................... 14 GENERAL TERMS AND CONDITIONS EXHIBITS: Exhibit A-1 Dedicated Area Exhibit A-2 Map of Dedicated Area Exhibit B-1 Receipt Points Exhibit C Form of Memorandum of Agreement
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Execution – Option Agreement Exhibit D-1 Residue Gas Delivery Points Exhibit D-2 Plant Products Delivery Points Exhibit E Prior Dedications Exhibit F Take In Kind Scheduling, Nomination and Balancing Procedures Exhibit G Form of New Receipt Point Notification
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Execution – Option Agreement GAS PURCHASE AGREEMENT THIS GAS PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of this 11th day of August, 2027 (the “Effective Date”) by and between Lilis Energy, Inc., a Nevada corporation (“Customer”), and Salt Creek Midstream, LLC, a Delaware limited liability company (“SCM”). Customer and SCM are sometimes referred to collectively as the “Parties” or singularly as a “Party.” W I T N E S S E T H: WHEREAS, Customer owns and/or controls Gas be produced, and Gas produced, from Xxxxx operated by Customer or its Affiliates located in the Dedicated Area and desires SCM, subject to the terms and conditions hereof, to receive, gather and process Dedicated Gas, and to purchase Residue Gas and Plant Products from (or to deliver in-kind, at Customer’s direction, such Residue Gas to) Customer; NOW, THEREFORE, for and in consideration of the premises and the mutual benefits and covenants herein contained, the Parties hereby agree as follows: ARTICLE I SCOPE OF THIS AGREEMENT 1.1 Scope of this Agreement. Subject to the terms of this Agreement: (a) Customer agrees to: (i) make the Dedication, subject to Section 2.2 of this Agreement; and (ii) deliver, and shall cause its Affiliates to deliver to SCM, at the Receipt Points, the Dedicated Gas. (b) SCM agrees to provide the following (the “Services”), on a Level Two Service basis: (i) receive Dedicated Gas meeting the Specifications at the Receipt Points; (ii) gather, compress, dehydrate and treat such Dedicated Gas and deliver such Dedicated Gas to the Plant; (iii) process such Dedicated Gas for the recovery of Plant Products; (iv) purchase Residue Gas from Customer at the Receipt Point, subject to Customer’s option to take delivery of Residue Gas in-kind in accordance with Section 4.1(c), and deliver such Residue Gas for third party sales at the Residue Gas Delivery Points; 1
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Execution – Option Agreement (v) to the extent that Customer has elected its option to take delivery of Residue Gas in-kind in accordance with Section 4.1(c), deliver such Residue Gas to Customer at the Residue Gas Delivery Points; and (vi) purchase Plant Products from Customer at the Receipt Point and deliver such Plant Products for third party sales at the Plant Products Delivery Points. 1.2 General Terms and Conditions and Exhibits Incorporated by Reference. (a) The General Terms and Conditions and the Exhibits attached to this Agreement are incorporated in and made a part of this Agreement for all purposes. Any reference in this Agreement to “this Agreement” shall include the General Terms and Conditions and the Exhibits attached hereto, and all amendments, restatements, supplements or other modifications thereto, as the same may be in effect at any and all times such reference becomes operative. In the event of any inconsistency the order of precedence shall be as follows: (i) the terms of the main body of this Agreement, (ii) the General Terms and Conditions, and (iii) the Exhibits. (b) All references to Sections or Articles of this Agreement shall refer to Sections and Articles in the main body of this Agreement, unless the context specifically reflects that the reference is to an Article or Section of the General Terms and Conditions of this Agreement. (c) As used in this Agreement, (i) any pronoun in masculine, feminine or neutral gender shall be construed to include all other genders, (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including without limitation”, except where the context clearly otherwise requires, (iii) each term that is defined in this Agreement in the singular shall include the plural of such term, and each term that is defined in this Agreement in the plural shall include the singular of such term, and (iv) the words, phrases, and terms used herein shall have their ordinary meaning unless it is clearly indicated otherwise in this Agreement or unless such word, phrase or term is defined in this Agreement. (d) Both Parties participated in the drafting of this Agreement. If any ambiguity is contained herein, no weight shall be given in favor of or against a Party in resolving that ambiguity on account of that Party’s drafting of this Agreement. (e) Capitalized terms used in this Agreement and not otherwise defined in the main body of this Agreement shall have the meanings ascribed to them in the General Terms and Conditions. 2
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Execution – Option Agreement ARTICLE II COMMITMENT AND QUANTITIES 2.1 Dedication. Subject to the other terms and conditions hereof, Customer hereby (i) dedicates for Services with respect to Dedicated Gas under this Agreement to SCM all Leases now owned or hereafter acquired by Customer and/or its Affiliates and their respective successors and assigns that cover lands located within the Dedicated Area, and (ii) dedicates for Services under this Agreement and shall deliver, or cause to be delivered, hereunder to SCM, at the Receipt Points, the following (the “Dedication,” and the Gas that is the subject of the Dedication being herein referred to as “Dedicated Gas”): (a) all Gas produced and saved on or after the Effective Date for the remainder of the Term from those Xxxxx for which Customer and/or any of its Affiliates is the operator now or hereafter located within the Dedicated Area or on lands pooled or unitized therewith, to the extent such Gas is attributable to the Leases within the Dedicated Area now owned or hereafter acquired by Customer and/or its Affiliates and their respective successors and assigns; and (b) with respect to those Xxxxx for which Customer and/or any of its Affiliates is the operator, Gas produced on or after the Effective Date for the remainder of the Term from such Xxxxx which is attributable to the Leases in such Xxxxx owned by other working interest owners and royalty owners which is not taken “in-kind” by such working interest owners and royalty owners and for which Customer and/or its Affiliates has the right or obligation to deliver such Gas and only for the period that Customer and/or its Affiliates has such right or obligation. For the avoidance of doubt, Customer shall not be required to deliver Gas from any well operated by an operator other than Customer or its Affiliates, including any well where Customer would be required to install split stream connection facilities or similar facilities to take such Gas in kind, and such Gas shall not be Dedicated Gas subject to the Dedication hereunder. 2.2 Reservations of Customer. Customer reserves the following rights under this Agreement: (a) to operate the Well(s) and Leases in its sole discretion, including, without limitation, the right, but never the obligation, to drill new Well(s), to repair and rework old Well(s), renew or extend, in whole or in part, any oil and gas lease covering any of lands within the Dedicated Area, and to cease production from or abandon any Well or surrender any such oil and gas lease, in whole or in part, in Customer’s discretion; (b) to use Dedicated Gas for operations (including, without limitation, for gas lift, cycling, and Well production enhancement) relating to the Leases and Xxxxx, for fueling of any facilities upstream of the Receipt Point(s) installed for purposes of delivering Gas to SCM in accordance with this Agreement, and for any other 3
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Execution – Option Agreement purposes reasonably necessary for the development of the lands within the Dedicated Area; (c) to deliver or furnish to Customer’s and its Affiliates’ lessors and holders of other existing burdens on production such Dedicated Gas as is required to satisfy the terms of the applicable oil and gas leases and other applicable instrument creating the burdens; (d) to flare or temporarily use or deliver Dedicated Gas to the facilities of third parties to gather, process and provide related services for Dedicated Gas from a Well prior to the time that the Facilities required to gather such Dedicated Gas have been completed and placed in-service; (e) to pool, communitize, or unitize the lands covered by the Leases of Customer and its Affiliates’, including with lands not covered by such Leases; provided that Customer’s and/or its Affiliates’ share of Gas produced from such pooled, communitized, or unitized interests shall be dedicated and committed to this Agreement to the extent that such Gas would constitute Dedicated Gas hereunder; (f) to construct, install, maintain, own and operate any treating and/or conditioning facilities upstream of the SCM GGP System as reasonably necessary to (i) comply with any environmental, legal, or Lease requirements, or (ii) meet the quality specifications of the SCM GGP System set forth in this Agreement and/or the quality specification of any downstream pipeline; (g) to deliver or furnish to Customer’s and its Affiliates’ non-operators or other Persons all Gas that such non-operators or Persons elect to separately take in kind and market; (h) to retain the condensate and other liquid hydrocarbons separated from Dedicated Gas prior to delivery to SCM hereunder by conventional mechanical wellhead separators at ambient temperature pursuant to Section 2.5; (i) to construct, install, maintain, own and operate compression facilities and other methods of uplift upstream of the SCM GGP System; and (j) to retain any and all Gas that is not Dedicated Gas. 2.3 Prior Dedications as of the Effective Date and Subsequently Acquired Leases. (a) Subsequently Acquired Leases. In the event that after the Effective Date hereof Customer and/or any of its Affiliates acquire Leases within the Dedicated Area, then the Dedicated Gas produced and saved from such Leases shall automatically be included within the Dedication; provided, however, if any of the Dedicated Gas produced from such Leases is subject to a Prior Dedication, then such Dedicated Gas shall be excluded from the Dedication, to the extent and only to the extent of such Prior Dedication, until such Prior Dedication expires or terminates. In the event that any such Prior Dedication expires or terminates, then 4
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Execution – Option Agreement Section 3.1 by fifty percent (50%) for Dedicated Gas delivered to such additional Receipt Point for only a period of time equal to the amount of Days from the deadline set forth in the first sentence of this Section 2.6(d) until the date such additional Receipt Point is connected; provided, however, on the first Day after the expiration of such period of time, Customer’s Service Fees will be increased to the Service Fees set forth in Section 3.1. By means of example, if SCM connects a requested Receipt Point fifty (50) Days after the Target In-Service Date for such additional Receipt Point, and such delay is not due to an event of Force Majeure, then the reduction in Customer’s Service Fees described in the preceding sentence would apply to Dedicated Gas received at such additional Receipt Point for the first twenty (20) Days after such additional Receipt Point is connected. (e) Notwithstanding anything in this Section 2.6 to the contrary, if SCM fails or is unable to connect any such additional Receipt Point by the date that is (i) ninety (180) Days beyond the applicable Target RP In-Service Date for any reason other than Force Majeure or (ii) two hundred seventy (270) Days beyond the applicable Target RP In-Service Date due to Force Majeure, then Customer shall have the right, immediately following such period, to request and receive a permanent release from SCM of the affected Lease(s) and Well(s) delivering to such additional Receipt Point (including the volumes of Gas associated therewith). Customer acknowledges that the rights and remedies set forth in this Section 2.6 shall be its sole and exclusive remedies in the event of SCM’s failure to timely connect a requested additional Receipt Point. (f) In the event that SCM completes an interconnection requested by Customer and paid for by SCM for any new Receipt Point, and after one hundred eighty (180) Days following the date of completion of any such Receipt Point, Customer has not used the additional Receipt Point for any reason other than Force Majeure, then Customer shall reimburse any and all reasonable and documented out-of-pocket costs, expenses or fees incurred by SCM related to the connection of such Receipt Point to the SCM GGP System (but excluding trunklines, compressors or other facilities located downstream of the lateral gathering lines constructed to connect such Receipt Point); provided that (i) Customer shall not be required to reimburse such costs, expenses or fees in the event SCM is otherwise utilizing the installed pipelines and related equipment in a manner that is not reasonably expected to result in lost profits or additional costs beyond the amounts anticipated for connecting the applicable additional Receipt Point to the SCM GGP System, (ii) SCM shall prepare and deliver to Customer an itemized invoice of such costs, fees and expenses, which total amount shall be reimbursed by Customer in equal Monthly installments over a five (5) year period, with the first such installment due within thirty (30) Days of receipt of SCM’s invoice, and (iii) in the event Customer reimburses SCM for all or a portion of such costs, fees and expenses and, subsequently, such additional Receipt Point is later used by Customer to deliver Dedicated Gas hereunder, then Customer shall receive a credit, equal to the total or partial amount of such costs, fees and expenses so reimbursed by Customer, towards the payment of the amounts that would be due from Customer to SCM hereunder for the delivery of such Dedicated Gas at such new Receipt Point. 7
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Execution – Option Agreement (b) Subject to the terms and conditions of this Agreement, SCM shall acquire and take title to the Plant Products at the Receipt Point. As consideration for the acquisition of Plant Products, SCM shall pay Customer an amount equal to the Settled Gallons of each Plant Product, multiplied by the applicable Plant Products Index Price, less T&F Deduction. (c) Notwithstanding Section 4.1(a), Customer shall have the option, exercisable upon at least sixty (60) Days’ prior written notice, to take delivery of its Residue Gas in-kind at the Residue Gas Delivery Points (or at such other delivery point as may be mutually agreed by the Parties) for a six (6) Month period commencing on the earlier of April 1st or October 1st of any calendar year (the “Residue Gas In-Kind Option”). During any such six (6) Month period that the Residue Gas In-Kind Option is in effect, SCM shall deliver Residue Gas to Customer at the Residue Gas Delivery Points, and, in connection therewith: (i) Customer shall make (or cause to be made) all necessary arrangements for the transportation and marketing of such Residue Gas downstream of the Residue Gas Delivery Points, (ii) Customer shall take (or cause to be taken) Residue Gas ratably seven (7) Days a week by pipeline; (iii) SCM shall not be obligated to provide any storage to Customer or to construct or install any other facilities that Customer may require to take in-kind, (iv) title to such Residue Gas shall remain in Customer or its Affiliates, (v) SCM shall have no obligation other than supplying Residue Gas to the Residue Gas Delivery Points for delivery to Customer or for Customer’s account, (vii) Customer shall pay SCM for all actual applicable third-party transport tariffs incurred by SCM for Residue Gas taken in kind, and (v) Customer shall be subject to the nomination and balancing procedures pursuant to Article VII of the General Terms and Conditions. SCM shall continue to deliver such Residue Gas for each successive six (6) Month period thereafter, until such time as Customer elects for SCM to purchase such Residue Gas pursuant to Section 4.1(a) by providing written notice to SCM at least sixty (60) Days prior to the end of the then-current six (6) Month period that the Residue Gas In-Kind Option is in effect, provided that transportation is available at that time. Customer acknowledges that capacity may not be available based on market conditions. Customer acknowledges and agrees that it shall be solely responsible for all royalty payments, Taxes, severance payments, and production payments and any other payments due or owing on Residue Gas taken in-kind. 4.2 Processing Mode Election. At least thirty (30) Days’ prior to (i) the first Month in which Customer’s Dedicated Gas is to be delivered hereunder, and (ii) the first Day of each successive six (6) consecutive Month period, Customer shall notify SCM in writing of Customer’s election to have Customer’s Settled Gallons determined using either Full Recovery Mode or Ethane Rejection Mode. Such election shall remain in effect for a period of six (6) Months. Should Customer fail to make a timely election, Customer shall be deemed to have elected to continue the mode that is in place for the immediately preceding six (6) Month period. Notwithstanding Customer’s election pursuant to this Section 4.2, SCM shall not be required to operate its facilities in any particular recovery mode; however, if SCM operates in a recovery mode other than the mode elected by Customer, 10
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Execution – Option Agreement Customer shall be paid based on the recovery mode elected or deemed elected by Customer for the applicable six (6) Month period. ARTICLE V NOTICES 5.1 Addresses. All notices provided for herein shall be in writing at the addresses listed below or to such other address either Party shall designate by written notice. Such notices shall be sent by certified U.S. mail, return receipt requested, postage prepaid, by electronic mail, or by courier. Notices sent by certified mail or courier shall be deemed provided upon delivery as evidenced by the receipt of delivery. Notices sent by electronic mail shall be deemed to have been provided upon the sending Party’s receipt of a non-automated response from the recipient or automatic read receipt generated from the recipient’s electronic mail provider. To Customer: Notices and Correspondence: Lilis Energy, Inc. 000 X. Xxxxxxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Accounting and Operations Telephone: 000-000-0000 Facsimile 210-999-5401 With a copy to: RDP Producer Services, LLC 00000x Xxxx Xxxx, Xxxxx XX0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxx Fax: 000-000-0000 Email: xxxxx@xxxxxxxxxxxxxxxxxxx.xxx Billing: Lilis Energy, Inc. 000 X. Xxxxxxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxx Telephone: 000-000-0000 Facsimile: 210-999-5401 Email: XX@Xxxxxxxxxxx.xxx 11
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Execution – Option Agreement For Payments: Bank Name: Xxxxx Fargo Bank Account Name: Lilis Energy, Inc. Account Number: 3932368149 ABA: 000000000 To SCM: Salt Creek Midstream, LLC 00000 Xxxxx Xxxxxxx 000 Xxxxx 0 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxxxx Email: xxxx.xxxxxxxx@xxxxxxxxx.xxx With a copy to: Salt Creek Midstream, LLC 00000 Xxxxx Xxxxxxx 000 Xxxxx 0 Xxxxxxx, XX 00000 Attn: Contract Administration Email: xxxxxxxxx@xxxxxxxxx.xxx For Payments: Bank Name: Iberia Bank ABA No.: 000000000 Account No.: 20001242180 ARTICLE VI TERM; TERMINATION 6.1 Term. Subject to the terms and conditions contained herein, this Agreement shall be in full force and effect as of the Effective Date and shall continue in full force and effect for a period of twelve (12) years thereafter (the “Primary Term”), unless terminated in accordance with Section 6.2 of the Agreement or as otherwise provided herein, and for successive one (1) year periods thereafter until terminated by either Party as of the end of the Primary Term or any subsequent renewal by giving the other Party at least sixty (60) Days’ prior written notice (the Primary Term, including any such extension, the “Term”). However, such termination shall not extinguish any obligations incurred prior to the effective date of termination, including payment for services rendered or for Gas and/or Plant Products purchased hereunder. Notwithstanding anything in this Agreement to the contrary, the obligations of Customer hereunder, including, without limitation, the obligation to deliver Dedicated Gas, shall be subject to the satisfaction, or waiver by Customer, of the following condition precedent: SCM shall have as of the Effective Date installed all infrastructure necessary to receive and provide Services with 12
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Execution – Option Agreement herein or otherwise agree to be bound by the confidentiality terms of this Agreement to the same extent as if they were parties hereto. [Signature page follows] 15
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Execution – Option Agreement IN WITNESS WHEREOF, this Agreement is executed by the duly authorized representatives of the Parties as of the Effective Date. Lilis Energy, Inc. By: Name: Title: Salt Creek Midstream, LLC By: Name: Title: [Signature Page to Gas Purchase Agreement]
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Execution – Option Agreement GENERAL TERMS AND CONDITIONS TO THE GAS PURCHASE AGREEMENT BETWEEN Lilis Energy, Inc. (“Customer”) AND Salt Creek Midstream, LLC (“SCM”) Dated Effective as of August 11, 2027
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Execution – Option Agreement the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (e) the receiving Party can demonstrate was independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. “Confirmed Nominations” has the meaning set forth in Exhibit F. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract (or otherwise). “Controlling” or “Controlled” have meanings correlative thereto. “Cubic Foot of Gas” means the volume of Gas contained in one cubic foot of space at Base Conditions. “Customer” has the meaning set forth in the preamble of the Agreement. “Customer Indemnified Parties” means Customer, its successors and assigns, and their respective Affiliates, subsidiaries, shareholders, members, partners, officers, directors, employees, and agents. “Day” or “Daily” means a 24-hour period beginning at 9:00 a.m. Central Time on a calendar day and ending at 9:00 a.m. Central Time on the next succeeding calendar day. “Dedicated Area” means the dedicated area depicted as the “AMI” on the map attached hereto as Exhibit A-1, excluding any interests expressly excluded or released from this Agreement. “Dedicated Gas” has the meaning set forth in Section 2.1 of the Agreement. “Dedication” has the meaning set forth in Section 2.1 of the Agreement. “Effective Date” has the meaning set forth in the preamble of the Agreement. “Ethane Rejection Fixed Recovery Percentages” means the contractual fixed recovery percentage for Plant Product components during Ethane Rejection Mode set forth as follows: Ethane: 20% Propane: 88% Iso-Butane: 98% Normal Butane: 99% Iso Pentane: 99% 2
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Execution – Option Agreement “Ethane Rejection Mode” means the operation of the Plant in a mode, whether actual or deemed, that minimizes the recovery of ethane as a component of Plant Products. “Facilities” means the Plant and the SCM GGP System collectively. “FERC” means the Federal Energy Regulatory Commission, and any successor agency having jurisdiction over the services provided by SCM hereunder. “Field FL&U” means the quantity of field fuel utilized for Services plus lost and unaccounted for Gas upstream of the Plant and shall be fixed at five and one-half percent (5.50%) of the quantity, in MMbtu, of Customer’s Gas received and accepted at the Receipt Points. “Fixed Recovery Percentages” means, as applicable, the Full Recovery Fixed Recovery Percentages and the Ethane Rejection Fixed Recovery Percentages. “Force Majeure” is defined in Section 12.1 of these General Terms and Conditions. “Full Recovery Fixed Recovery Percentages” means the contractual fixed recovery percentage for Plant Product components during Full Recovery Mode set forth as follows: Ethane: 90% Propane: 92% Iso-Butane: 98% Normal Butane: 98% Iso Pentane: 99% “Full Recovery Mode” means the operation of the Plant for the maximum recovery of Plant Products. “Gallon” means one (1) U.S. gallon. “Gas” means natural gas produced in its original state from a gas well and/or an oil well. “General Terms and Conditions” has the meaning set forth in Section 1.2 of the Agreement. “GPM” means the quantity of Gallons of theoretically recoverable Plant Products contained in one Mcf of Gas, as calculated from chromatographic analysis and as measured at the Receipt Points. “Gross Heating Value” means the gross number of Btus that would be contained in a volume of one Cubic Foot of Gas as further defined by GPA standard 2172 dry basis at Base Conditions. 3
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Execution – Option Agreement “High Pressure Gathering Fee” has the meaning set forth in Section 3.1(c) of the Agreement. “High Pressure Receipt Point” means those Receipt Point(s) delivering into the high pressure portion of the SCM GGP System. “H2S Treating Fee” has the meaning set forth in Section 3.1(e) of the Agreement. “Impaired Party” has the meaning set forth in Section 10.6 of the General Terms and Conditions. “Inferior Liquids” means mixed crude oil, slop oil, salt water, nuisance liquids, and other liquids recovered by SCM in the SCM GGP System. “Insecure Party” has the meaning set forth in Section 10.6 of the General Terms and Conditions. “Inert Constituents” means non-hydrocarbon constituents contained in Gas, including carbon dioxide, oxygen, nitrogen, hydrogen sulfide, water vapor, ozone, nitrous oxide, and mercury. “Law” shall mean any and all constitutional provisions, rules, codes, regulations, statutes, ordinances, enactments, judicial and administrative orders, decrees, standards, decisions and rulings that are adopted, enacted, promulgated or issued by any federal, state, municipal, parish or tribal governmental authority, including the common law. “Leases” means any lease, mineral interest, working interest, net profit interest, royalty or overriding royalty, fee right, mineral servitude, license, concession or other right covering Gas and related hydrocarbons or an undivided interest therein or portion thereof within the Dedication Area, along with rights to drill for, produce and dispose of Gas and liquid hydrocarbons or other substances, in and under the lands covered thereby. “Level One Service” has the meaning set forth in Section 2.1(b) of the General Terms and Conditions. “Level Two Service” has the meaning set forth in Section 2.1(b) of the General Terms and Conditions. “Losses” means any actual losses, costs, expenses, liabilities, damages, demands, suits, sanctions, causes of action, claims, judgments, liens, fines or penalties, including court costs and reasonable attorneys’ fees. “Low Pressure Gathering Fee” has the meaning set forth in Section 3.1(a) of the Agreement. “Low Pressure Receipt Point” means those Receipt Point(s) delivering into the high pressure portion of the SCM GGP System, where SCM is providing compression services. 4
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Execution – Option Agreement “Low Volume Meter Fee” has the meaning set forth in Section 6.5 of the General Terms and Conditions. “MAOP” means the maximum allowable operating pressure in psig at the Receipt Points in effect from time to time, as set forth in notices from SCM to Customer, which shall be 1440 psig initially. “Mcf” means one thousand cubic feet of Gas at Base Conditions. “Measurement Expert” has the meaning set forth in Section 6.8 of the General Terms and Conditions. “MMBtu” means one million British thermal units. “Mont Belvieu OPIS Index” means for each Plant Product the Monthly average of the daily average of the high and low prices per gallon for such Plant Product, for such Month, as quoted by the Oil Price Information Service in the OPIS-North America LPG Report for “Any Current Month” under “OPIS Mont Belvieu Spot Gas Liquids Prices” using (i) the Non-TET prices for propane, iso-butane, normal butane, and natural gasoline; and (ii) the purity ethane price for ethane. “Month” means a period beginning at 9:00 a.m. Central Time on the first Day of a calendar month and ending at 9:00 a.m. Central Time on the first Day of the next succeeding calendar month. “New Receipt Point Notification” has the meaning set forth in Section 2.6(b) of the Agreement. “Non-Dedicated Gas” means Gas that is not subject to the Dedication. “Notification Date” has the meaning set forth in Section 2.6(b) of the Agreement. “OBA” has the meaning set forth in Exhibit F. “Option Agreement” means that certain Option Agreement by and between SCM, as “SCM,” and Customer, as “Lilis,” dated as of May 21, 2018. “Parties” or “Party” has the meaning set forth in the preamble of the Agreement. “Permitted Curtailment” has the meaning set forth in Section 2.1(a) of the General Terms and Conditions. “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, enterprise, unincorporated organization, governmental entity or other entity having legal capacity. “Plant” means any Gas processing plant currently owned or subsequently installed by SCM, Plant Products interconnection, any Residue Gas interconnection that is 5
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Execution – Option Agreement subsequently installed, and all related storage facilities, owned and operated by SCM, for the Services hereunder. “Plant FL&U” means the quantity of Gas in Mcf utilized as fuel in the operation of the Plant and shall include any lost and unaccounted for and flared gas, and shall be fixed at two and one-quarter percent (2.25%) of the quantity, in MMbtu, of Customer’s Gas received and accepted at the Receipt Points. “Plant Inlet Volume” means the volume in Mcf of Customer’s Gas received and accepted at the Receipt Points less Field FL&U, Treating Shrinkage and any Treating Fuel Amount. “Plant Products” means the liquefiable hydrocarbons that SCM removes and recovers from Gas, including ethane, propane, normal butane, iso-butane and natural gasoline, and/or any mixture thereof. “Plant Products Delivery Points” means those points of delivery for third party sales of Plant Products set forth on Exhibit D-2, as the Parties may mutually agree to modify from time to time. “Plant Products Index Price” means one hundred percent (100%) of the Monthly average of the applicable Mont Belvieu OPIS Index price(s) received by SCM for each component of Plant Product. “Plant Shrinkage” means the decrease in Customer’s Gas volume as adjusted for heating content that results from the conversion of liquefiable hydrocarbons in the Gas into Plant Products utilizing the standards set forth in Article V of the General Terms and Conditions, and shall be based on the applicable Fixed Recovery Percentages. “PPI” means the Producer Price Index by Commodity for Final Demand: Finished Goods, Seasonally Adjusted (Series Id: WPSFD49207), as published by the United States Department of Labor, Bureau of Labor Statistics; provided, however, (i) if the Bureau of Labor Statistics ceases to publish such index, the PPI shall mean a comparable index selected by SCM and reasonably acceptable to Customer, and (ii) if the applicable governmental agency or other entity that publishes or issues such index changes the base year for such index or the manner in which such index is calculated, then determination of adjustments pursuant to this Agreement that are based on comparative values of such index shall be made using values for such index that are calculated using the same base year and the same methodology for each index value used in such comparison. “Primary Term” has the meaning set forth in Section 6.1 of the Agreement. “Prior Dedication” means any gathering or processing agreement or any commitment or arrangement (including any volume commitment) that would require or necessitate Dedicated Gas to be gathered on any gathering system or similar system other than the SCM GGP System or for Dedicated Gas to be processed anywhere other than at the Plant. “Processing Fee” has the meaning set forth in Section 3.1(d) of the Agreement. 6
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Execution – Option Agreement “psia” means pounds per square inch absolute. “psig” means pounds per square inch gauge. “Qualified Institution” means the domestic office of a commercial bank or trust company that is not an Affiliate of either Party and that has assets of at least $10 billion and an investment-grade credit rating as established by Standard and Poor’s and Xxxxx’x. “Receipt Points” means the furthest upstream flange on the SCM GGP System where Customer delivers Dedicated Gas to SCM and where SCM receives Customer’s Gas in accordance with the terms of this Agreement, which shall be described on Exhibit B following such agreement. The Parties shall update Exhibit B from time to time to reflect the addition of new Receipt Points. “Representatives” has the meaning set forth in Section 7.1(a) of the Agreement. “Residue Gas” means the total quantity of Customer’s Gas measured, received and accepted each Month at the Receipt Point, less Plant Shrinkage, Field FL&U and Plant FL&U. “Residue Gas Delivery Points” means those points of delivery for third party sales of Residue Gas set forth on Exhibit D-1, as the Parties may mutually agree to modify from time to time. “Residue Gas Price” means, with respect to any Month, the Monthly average of applicable “Midpoint” price of Gas, for such Day, in dollars per MMBtu, as reported in the applicable issue of Gas Daily (an S&P Global Platts publication), in the table entitled “Daily Price Survey ($/MMBtu),” in the section entitled “Southwest,” on the row entitled “Waha” (IGBAD21), less Customer’s pro-rata share of any transportation fees, retention of fuel or other fees incurred by SCM under arms-length transactions with un-Affiliated third parties to deliver Customer’s Residue Gas to its ultimate sales point at or near the Waha hub. “Residue Gas In-Kind Option” has the meaning set forth in Section 4.1(c) of the Agreement. “SCM” has the meaning set forth in the preamble of the Agreement. “SCM GGP System” means the pipelines, compressor stations, gas processing plant and related facilities owned by SCM, or any other pipelines and facilities that SCM uses in performing SCM’s gathering and processing obligations hereunder, including any expansions to those systems during the term of this Agreement. “SCM Indemnified Parties” means SCM, its successors and permitted assigns, and their respective Affiliates, subsidiaries, shareholders, managers, members, partners, officers, directors, employees, representatives, and agents. 7
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Execution – Option Agreement “Services” has the meaning set forth in Section 1.1(b) of the Agreement. “Service Fees” has the meaning set forth in Section 3.1 of the Agreement. “Settled Gallons” means the quantity of Plant Products in Gallons recovered in Full Recovery Mode or Ethane Rejection Mode, as applicable, which shall be determined for each Plant Product component by multiplying (x) the Plant Inlet Volume, by (y) the GPM of such Plant Product component contained in the quantities of Customer’s Gas processed hereunder; by (z) the corresponding Fixed Recovery Percentage of such Plant Product. “Specifications” has the meaning set forth in Section 8.1 of the General Terms and Conditions. “Target RP In-Service Date” has the meaning set forth in Section 2.6(b) of the Agreement. “Taxes” means all gross production, severance, conservation, ad valorem and similar or other taxes measured by or based upon production, together with all taxes on the right or privilege of ownership of Gas, or upon the services rendered herein, including gathering, transportation, handling, transmission, dehydration, compression, processing, treating, conditioning, distribution, sale, use, receipt, delivery or redelivery of Gas, including all of the foregoing now existing or in the future imposed or promulgated. “Term” has the meaning set forth in Section 6.1 of the Agreement. “T&F Deduction” means the amount Customer is charged for transportation, fractionation, and marketing deduction, which amount shall be twelve and one-half cents ($0.125) per Gallon of Plant Products, as adjusted as provided herein. “Treating Fuel Amount” has the meaning set forth in Section 3.2 of the Agreement. “Treating Shrinkage” means the decrease in Customer’s Gas volume attributable to the removal of CO2 and H2S in the treating of Customer’s Gas by SCM after the Receipt Points. “Xxxxx” means any well operated by Customer or its Affiliates in which Gas produced therefrom has been dedicated to SCM under this Agreement, whether such well now exists or is hereafter drilled. 1.2 Other Definitional Provisions. In construing this Agreement, the following principles shall be followed: (a) Words that have a well-known technical, trade or industry meaning shall be given that meaning, unless it would conflict with an express provision of this Agreement, in which case the express provision of this Agreement shall control. The section headings in this Agreement have been inserted for the convenience of 8
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Execution – Option Agreement Dedicated Gas delivered to the Receipt Points are subject to Level Two Service and Customer’s volumes of Non-Dedicated Gas delivered to the Receipt Points are subject to interruptible service, and (ii) all Gas delivered on an interruptible basis is subject to interruption or curtailment at any time, and SCM is contractually entitled to interrupt its performance with respect to any such Gas for any reason and in SCM’s sole discretion. In the event of a Permitted Curtailment or any other curtailment that occurs on the Facilities, SCM shall curtail capacity on the Facilities in accordance with the following: (i) interruptible capacity shall be curtailed in its entirety prior to Level One Service and Level Two Service; (ii) after curtailing interruptible volumes in their entirety, Level One Service shall be curtailed in its entirety prior to curtailing Level Two Service and all capacity at Level One Service shall be curtailed pro rata in accordance with the average, actual quantities of Gas delivered to the Facilities subject to such curtailment during the thirty (30) Days immediately prior to such curtailment; and (iii) all capacity at Level Two Service shall be curtailed pro rata in accordance with the average, actual quantities of Gas delivered to the Facilities subject to such curtailment during the thirty (30) Days immediately prior to such curtailment. To protect Customer’s Level Two Service rights hereunder, SCM agrees that SCM’s total Level Two Service commitments under all contracts with all producers and customers shall not exceed the total capacity of the Facilities. SCM warrants and represents to Customer that Customer’s Priority Two Service is the highest level of service on the Facilities. SCM agrees that during the term of this Agreement, SCM shall neither create a higher level than Priority Two Service nor contract for Priority Two Service gathering and processing in excess of the total capacity of the Facilities during the term of this Agreement. (c) Notwithstanding anything to the contrary set forth herein, if at any time during the Term, SCM suspends, curtails, is unable or fails to receive all volumes of Dedicated Gas hereunder, for more than twenty-four (24) consecutive hours for any reason, including an event of Force Majeure, the affected Well(s) (including the volumes of Gas associated therewith) delivering to the affected Receipt Point(s) where all such volumes of Dedicated Gas are not received shall automatically be temporarily released from this Agreement. This temporary release shall cease, and Customer shall resume deliveries of such temporarily released Dedicated Gas, as soon as Customer, exercising commercially reasonable efforts, can terminate all alternative gathering and/or marketing arrangements without penalty, but in no event later than the first Day of the Month commencing after the passage of ninety (90) Days after SCM has provided Customer written notice that SCM is ready, willing and able to resume receiving the affected volumes of Dedicated Gas. (d) Notwithstanding anything to the contrary set forth herein, if at any time during the Term, SCM suspends, curtails, is unable or fails to receive all volumes of Dedicated Gas (i) for any reason other than an event of Force Majeure, for one hundred twenty (120) consecutive Days or one hundred twenty (120) or more cumulative Days during any consecutive one hundred eighty (180) Day period following the Commencement Date, or (ii) as a result of an event of Force 10
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Execution – Option Agreement capacity as a prudent operator, provided that such design and structure are consistent with the full performance of SCM’s obligations and Services hereunder (b) SCM shall at all times be entitled to full and complete operational control of the Facilities, to the extent consistent with SCM’s obligations under this Agreement. SCM shall at all times be entitled to manage, operate and reconfigure the Facilities in its commercially reasonable discretion, to the extent consistent with SCM’s obligations under this Agreement. (c) SCM reserves the right to own, retain, and have the sole right to the proceeds from any sale of all Inferior Liquids and Inert Constituents collected in the Facilities downstream of any Receipt Points, and shall be responsible for paying all costs and expenses with respect to handling and disposing of the same. 2.4 Rights of Way. (a) SCM is responsible, at its sole cost, for the acquisition of rights-of-way, crossing permits, use agreements, licenses, access agreements, leases, fee parcels, and other rights in land necessary to construct, install, own, and operate the Facilities and perform the services contemplated hereunder. (b) Notwithstanding the foregoing, upon SCM’s written request, to the extent that Customer is legally and contractually entitled to do so without the incurrence of cost or expense, Customer shall grant to SCM for purposes of constructing, owning, operating, repairing, replacing and maintaining any portion of the SCM GGP System, a non-exclusive license and right-of-use (including, without limitation, such license or right-of-use encompassed in Customer’s or its Affiliates’ oil and gas leases or other agreements with third parties) over, across and under Customer’s or its Affiliates, Leases as are reasonably necessary for such purposes. Customer shall have no obligation to execute any easements, rights-of-way, and/or other conveyances of real property in connection with the foregoing license and right-of-use. All facilities and other equipment acquired, placed, or installed by SCM for the purposes of this Agreement pursuant to the provisions of this Section 2.4(b), will remain the property of SCM. In the event Customer identifies any issue with such SCM’s facilities on Customer’s or its Affiliates’ Leases, Customer will notify SCM of such issue and SCM and Customer will work collaboratively to remedy the same. SCM shall be responsible for and release, defend, indemnify, and hold the Customer Indemnified Parties harmless from and against any and all Claims and Losses, arising from or relating to SCM’s use of, or operations on, any such non-exclusive license and right-of-use granted by Customer, except to the extent such Claims or Losses are caused by or attributable to the negligence, gross negligence or willful misconduct of any of the Customer Indemnified Parties. Customer shall be responsible for and release, defend, indemnify, and hold the SCM Indemnified Parties harmless from and against any and all Claims and Losses, arising from or relating to Customer’s use of, or operations on, any fee lands, easements, right-of- way, or similar surface access rights owned or maintained by SCM, except to the 12
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Execution – Option Agreement extent such Claims or Losses are caused by or attributable to the negligence, gross negligence or willful misconduct of any of the SCM Indemnified Parties. ARTICLE III TAXES 3.1 General. Except with respect to any Taxes assessed against SCM based on the services provided by SCM under this Agreement or SCM’s income, revenues, gross receipts or net worth (including any gas utility Taxes), Customer shall pay and be responsible for all Taxes levied against or with respect to the Customer’s Gas (including all constituents and products thereof) delivered or services provided under this Agreement (excluding all income taxes, franchise Taxes, ad valorem Taxes, and property Taxes of SCM, or other similar Taxes, fees, or assessments imposed by any governmental authority with respect to the Facilities and ownership and operation thereof, the payment of such Taxes being the sole responsibility of SCM). SCM shall not become liable for such Taxes, unless designated to remit those Taxes on behalf of Customer by any duly constituted jurisdictional agency having authority to impose such obligations on SCM, including the Texas Comptroller, in which event the amount of such Taxes remitted on Customer’s behalf shall be (i) reimbursed by Customer upon receipt of invoice, with corresponding documentation from SCM setting forth such payments, or (ii) deducted from amounts otherwise due Customer under this Agreement. 3.2 Royalties and Taxes. As between SCM and Customer, Customer shall at all times have the obligation to account for and pay or cause to be paid all royalties, overriding royalties, Taxes levied against or with respect to Customer’s Gas and other sums due on production and to make settlement with all other Persons having an interest in Customer’s Gas delivered to SCM hereunder. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD SCM INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ALL LOSSES INCURRED BY THE SCM INDEMNIFIED PARTIES ARISING OUT OF OR RELATED TO ANY ROYALTIES, TAXES, PAYMENTS, OR OTHER CHARGES ATTRIBUTABLE TO GAS DELIVERED TO SCM HEREUNDER. ARTICLE IV TITLE AND CUSTODY TRANSFER AND RESPONSIBILITY 4.1 Title, Custody and Risk of Loss. (a) Customer shall have and retain title, custody and risk of loss to all Customer’s Gas and any hydrocarbons attributable thereto, including Plant Products and Residue Gas, upstream of the Receipt Points. SCM shall take title, custody and risk of loss to all such Customer’s Gas and any hydrocarbons attributable thereto, including Plant Products and Residue Gas, at and downstream of the applicable Receipt Points, subject to Customer’s Residue Gas In-Kind Option. To the extent that Customer elects its Residue Gas In-Kind Option, Customer shall retain title to Customer’s Residue Gas and be deemed to be in care, custody and control of 13
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Execution – Option Agreement applicable quality specifications shall not constitute a waiver thereof by SCM in regard to such Gas delivered under this Agreement in the future. To the extent that SCM refuses to accept non-conforming Gas that fails to meet the Specifications set forth above in Sections 8.1(b) and/or 8.1(e), but otherwise meets all other Specifications, such non-conforming Gas shall be temporarily released from the Dedication of this Agreement until received by SCM hereunder. (b) If Customer’s Gas delivered at the Receipt Points should fail to meet any one or more of the Specifications set forth in Section 8.1 above, then SCM shall use commercially reasonable efforts to blend and commingle Customer’s Gas with other Gas delivered to the Plant for processing to the extent reasonably practicable, and without any additional payment from Customer, so that the average Gas composition at the Plant meets the applicable Specification(s), provided that SCM shall not be required to blend or commingle such Gas to the extent that SCM determines, in SCM’s sole but good faith discretion, that the blending or commingling of such Gas is reasonably likely to (i) adversely affect (x) the safety, integrity or operation of the gathering system, any trunk line(s) connecting to the Plant for purposes of transporting Customer’s Gas, or the Plant itself, (y) the delivery of Residue Gas to the Residue Gas Delivery Point(s) or Plant Products to the Plant Products Delivery Point(s), or (z) the Gas of one or more third parties; or (ii) otherwise result in economic harm to one or more third parties using the gathering system, any trunk lines or the Plant itself. (c) Customer shall defend, indemnify and hold the SCM Indemnified Parties harmless from and against all Losses arising out of, resulting from or caused by the delivery of Gas which does not conform to the Specifications unless SCM has agreed in writing to accept Customer’s Gas that fails to meet any of the Specifications and expressly waives its claims for damages resulting therefrom. The provisions of this Section 8.2(c) will not apply if SCM knowingly accepts Customer’s non-conforming Gas, or if SCM continues to accept such non- conforming Gas after a thirty (30) Day period following the commencement of deliveries of such non-conforming gas. Notwithstanding anything to the contrary set forth herein, in the event that SCM either knowingly accepts such non- conforming Gas or continues to accept such non-conforming gas for thirty (30) Days following the commencement of deliveries of such non-conforming gas, Customer shall not be liable for any Losses or other damages caused by or resulting from such non-conforming Gas, and SCM hereby waives its claims against Customer with respect to any such Losses or damages. (d) If Customer delivers Gas to SCM at the Receipt Points that meets the Specifications of this Agreement, or with respect to non-conforming Gas that SCM accepts for which it has waived Claims pursuant to Section 8.2(c), then SCM shall redeliver Gas and Plant Products that meets the most restrictive quality specifications required from time to time at the Residue Gas Delivery Points or Plant Product Delivery Points by SCM’s downstream transporters. 8.3 Hazardous Substances. 19
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Execution – Option Agreement Customer’s Gas shall not contain any substance that is determined to be a contaminant or a hazardous waste or substance under the Resource Conservation and Recovery Act, 42 U.S.C. Section 1857, et seq., as amended from time to time, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., as amended from time to time, and the regulations issued thereunder, including 40 C.F.R. Parts 302 and 355, together with any other applicable environmental, health, or safety statutes (other than hydrocarbons and/or the natural constituent elements thereof). ARTICLE IX PRESSURE Customer shall deliver, or cause to be delivered, to SCM the Gas to be gathered and/or processed at the line pressures existing in the SCM GGP System as such pressure may exist from time to time at the Receipt Point(s), but not in excess of the MAOP. Customer shall install, operate, and maintain, at their sole expense, such pressure regulating devices as may be necessary to regulate the pressure of gas prior to delivery to SCM so as not to exceed the MAOP upstream of the Receipt Point. If a Customer fails to regulate such pressure at any time during the term of this Agreement, then SCM may install shut-in or other pressure relieving devices at the Receipt Point(s) upstream of the measurement device. SCM shall maintain, under normal operating conditions, all Low Pressure Receipt Point pressures at approximately 100 psig, and all High Pressure Receipt Points pressures at approximately 1100 psig. Notwithstanding anything to the contrary set forth in this Article IX, other than in the event of a Permitted Curtailment, (i) in no event shall Customer be required to deliver Gas hereunder at a pressure exceeding 100 psig at the Low Pressure Receipt Points and 1100 psig at the High Pressure Receipt Points, and (ii) if the average operating pressure of the SCM GGP System for any Month at any Low Pressure Receipt Point exceeds 100 psig or at High Pressure Receipt Point exceeds 1100 psig, then those volumes of the affected Customer’s Gas shall be subject to Customer’s rights under Section 2.1(c). Additionally, if, other than in the event of a Permitted Curtailment, the average operating pressure of the SCM GGP System at any Low Pressure Receipt Point exceeds 100 psig or at High Pressure Receipt Point exceeds 1100 psig for a period of at least sixty (60) consecutive Days or for sixty (60) Days out of a consecutive one hundred twenty (120) Day period, then at Customer’s option and upon written notice to SCM, Customer shall be granted a permanent release from Dedication to this Agreement of such Receipt Point(s), the affected Leases and all existing and future xxxxx behind such Receipt Point(s), and all of such Customer’s Gas produced or producible therefrom. For purposes of this Article IX, the Parties acknowledge and agree that any deviation in pressure levels that are of no fault of Customer and that average in excess of the levels prescribed in the foregoing sentence over a measurement Day shall be deemed to be a deviation lasting for a period of one (1) Day. ARTICLE X ACCOUNTING 10.1 Payment. 20
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Execution – Option Agreement (a) to the maximum extent permitted by law, it is the intent of the Parties that the rates and terms and conditions established by the FERC or governmental body or agency having jurisdiction will not alter the rates or terms and conditions set forth in this Agreement, and the Parties shall vigorously defend and support in good faith the enforceability of the rates and terms and conditions of this Agreement; or (b) if FERC or the governmental body or agency having jurisdiction modifies the rates or terms and conditions set forth in this Agreement, then the Parties hereby agree to negotiate in good faith to enter into such amendments to this Agreement and or enter into a separate arrangement in order to give effect, to the greatest extent permitted by law, to the rates and other provisions of this Agreement; provided however if SCM and Customer cannot arrive at such agreement following such negotiations, either Party may terminate this Agreement by delivering written notice thereof to the other Party, with such termination to be effective 90 Days after the delivery of such notice. 14.2 No Waiver of Defaults. No waiver by either Party of any default of the other Party under this Agreement shall operate as a waiver of any subsequent default, whether of a like or a different character. 14.3 Joint Preparation of This Agreement. This Agreement will be deemed and considered for all purposes as prepared through the joint effort of the Parties and will not be construed against one Party or the other as a result of the preparation, submittal or other event of negotiation, drafting or execution hereof. 14.4 Headings. The headings contained in this Agreement are used solely for convenience and do not constitute part of the agreement between the Parties, and they should not be used to aid in any manner in construing this Agreement. 14.5 Governing Law; Venue; Waiver of Jury Trial. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD ITS CONFLICT OF LAWS PRINCIPLES. SUBJECT TO SECTION 6.8 OF THESE GENERAL TERMS AND CONDITIONS, THE PARTIES IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN HOUSTON, XXXXXX COUNTY, TEXAS IN RESPECT OF ANY DISPUTE ARISING PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, AND EACH PARTY WAIVES ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION, SUIT OR PROCEEDING. EACH PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM RELATING TO THIS AGREEMENT. 14.6 Use of Third Party Processing Facilities. 26
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Execution – Option Agreement EXHIBIT A-1 Dedicated Area [ATTACHED]
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XX X00 X X X X X X00 0 X00 0 2 E 2 29E 2 3 E 2 31E 2 32E 2 33E 2 34E 2 35E 2 36E 2 37E 2 3 E A22 C45 39E A2 A23 A24 A26 A2 A26 A3 A31 A44 A34 21 27E 21 2 E 21 29E 21 3 E 21 31E 21 32E 21 33E 21 34E 21 35E 21 36E 21 37E 21 3 E A29 A33 A36 A32 A34 A43 A35 A37 A34 A3 A39 A36 22 27E 22 2 E 22 29E 22 3 E 22 31E 22 32E 22 33E 22 34E 22 35E 22 36E 22 37E 22 3 E A3 13 14 A45 A39 A4 A49 A4 L E A A46 23 27E A5 X X X X X X A44 23 2 E 23 29E 23 3 E 23 31E 23 32E 23 33E 23 34E 23 35E 23 36E 23 37E 23 3 E Y Y A47 D X X X X00 X X X00 X00 00 X00 00 2 E 24 29E 24 3 E 24 31E 24 32E 24 33E 24 34E 24 35E 24 36E A53 24 27E 24 37E 24 3 E A52 9 A54 1 11 25 2 E 25 29E 25 3 E 25 31E 25 32E 25 33E 25 34E 25 35E 25 36E 25 37E 25 27E 25 3 E X00 00 00 X0X X00 X00 X00 43 T1N A 54 45 T2N 44 T1N 26 27E 26 2 E 26 29E 26 3 E 26 31E 26 32E 26 33E 26 34E 26 35E 26 36E 26 37E 26 3 E A56 A57 A 57 A 46 46 43 N E W M E X I C O 45 TIN 45 T1N T1N 56T1 55T1 A 57 B57 44 T1N C22 T E X A S A57 46 C23 43 T1 C C24 77 C25 46 T1N 5 T1 57 T1 57 T1 56 T1 55 T1 54 T1 76 59 T1 B1 74 44 T1 B2 WF 1 46 TI B3 7 C26 75 B2 45 T1 46 T1 B7 E C T O R 29 26 W 4 46 TI L O V I N G XX X X X X X X B27 B6 27 5 T2 57 T2 57 T2 56 T2 55 T2 54 T2 53 T2 59 T2 5 T7 B4 B4 44 T2 2 45 T2 B5 B4 5 B 5 T6 29 C U L B E R O N B1 B9 2 112 56 T3 57 T3 56 T3 2 C27 C29 B15 1 B11 44 T3 113 B12 21 45/113 56 T3 C2 B14 57 T3 2 2 VV B13 35 45 X X X X X 19 \ LILIS_ACREAGE.mxdLilis B16 \ 1 A 111 33 46 T3 16 55 T3 2 AMI 3 15 C21 13 46 \ Energy Companies F B23 5 53 T4 3 B22 52 T4 \ SALT_CREEK B19 55 T4 53 T4 1 17 R A N E 57 R A N E Projects 54 T4 52 T4 X X X X B1 B2 B17 C R A N E \ 52 53 56 \ GIS C19 34 N 63 ‘ B26 53 O 1 5 Miles 4 16 B21 54 T5 B2 Document Path: M: 55 T5 54 T4 34 34 B19
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Execution – Option Agreement EXHIBIT B-1 Receipt Points The Receipt Points are to be agreed upon and updated in writing from time to time. [The initial Receipt Points (if any) are described below]: Well Name Surface Location [NOTE: Describe Receipt Point(s) as of the Effective Date.]
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Execution – Option Agreement [Signature pages follow]
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Execution – Option Agreement IN WITNESS WHEREOF, this Memorandum is executed by Customer and SCM as of the date of acknowledgement of their signatures, but is effective for all purposes as of the Effective Date stated above. CUSTOMER: LILIS ENERGY, INC. By: Name: Title: STATE OF TEXAS § § COUNTY OF - § This instrument was acknowledged before me this day of , 20 by , the of Lilis Energy, Inc., a Nevada corporation, on behalf of said corporation. In witness whereof I hereunto set my hand and official seal. NOTARIAL SEAL: Notary Public in and for the State of Texas My Commission Expires: Commission No.:
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Execution – Option Agreement SCM: SALT CREEK MIDSTREAM, LLC By: Name: Title: STATE OF TEXAS § § COUNTY OF XXXXXX § This instrument was acknowledged before me this day of , 20 by , the of Salt Creek Midstream, LLC, a Delaware limited liability company, on behalf of said limited liability company. In witness whereof I hereunto set my hand and official seal. NOTARIAL SEAL: Notary Public in and for the State of Texas My Commission Expires: Commission No.:
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Execution – Option Agreement SCHEDULE 1 TO MEMORANDUM OF GAS PURCHASE AGREEMENT [To Be Attached]
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Execution – Option Agreement EXHIBIT D-1 Residue Gas Delivery Points SCM interconnect of El Paso 1600 Pipeline (EP 1600) SCM interconnect of Roadrunner Gas Transmission Pipeline (upon the applicable in-service date) SCM interconnect of Comanche Trail Pipeline (upon the applicable in-service date)
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Execution – Option Agreement EXHIBIT D-2 Plant Products Delivery Points Salt Creek Midstream Plant interconnect of the Epic NGL Pipeline
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Execution – Option Agreement EXHIBIT E Prior Dedications [NOTE: Customer to list all Prior Dedications as of the Effective Date]
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EXHIBIT G New Receipt Point Notification 1. Operator Contact Name 2. Phone Numbers 3. E-Mail 4. Notification Date 5. Receipt Point/New Well 6. County/Township/Range/Section 7. Expected Date of First Flow 8. Projected Volume (Mcfd) Receipt Point (circle) ’ ” -_ ’ ” 9. Surface site provided by Customer⁰ or SCM ⁰ 10. Expected gas composition Attach sample analysis 11. H2S Expected (Y / N) and quantity in ppm 12. Gas lift Meter Requested (Y / N) [Customer] By: Name: Title: Date: 7
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SCM Acknowledgement By: Name: Title: Date: 8
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EXHIBIT C FORM OF MEMORANDUM [ATTACHED] EXHIBIT C 6645116v1
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MEMORANDUM OF OPTION AGREEMENT STATE OF NEW MEXICO § § COUNTY OF LEA § STATE OF TEXAS § § COUNTIES OF LOVING AND XXXXXXX § KNOW ALL MEN BY THESE PRESENTS, that Salt Creek Midstream, LLC, a Delaware limited liability company (“SCM”), whose address is 000000 Xxxxx Xxxxxxx 000, Xxxxx 0, Xxxxxxx, Xxxxx 00000, and Lilis Energy, Inc., a Nevada corporation (“Lilis” and, collectively with SCM, the “Parties” and individually, each a “Party”), whose address is 000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxx 00000, hereby acknowledge and give notice that the Parties have executed and delivered to each other, effective as of the 21st day of May, 2018 (the “Effective Date”), that certain Option Agreement (the “Agreement”) covering lands located in Lea County, New Mexico and Loving and Xxxxxxx Counties, Texas, as more particularly described on Exhibit A attached hereto and made a part hereof for all purposes (the “AMI”), which sets forth certain rights and obligations of the Parties with respect to certain interests located within the AMI, including, without limitation, (i) an ongoing right of first refusal in favor of SCM to match offers made by Third Parties to provide certain Gas midstream services to Lilis, and (ii) an option in favor of SCM to enter into a certain agreement with Lilis to provide certain Gas midstream services as of a date set forth therein. Capitalized terms used herein but not defined herein shall have the meanings given them in the Agreement. The Agreement shall be effective until August 11, 2027 unless sooner terminated by earlier agreement; provided, however, any obligations of the Parties arising under this Agreement prior to such date shall survive the termination of the Agreement. The purpose of this Memorandum of Option Agreement (this “Memorandum”) is to evidence the existence of the Agreement, and nothing herein is intended to limit, or may be construed to limit, the terms and provisions of the Agreement or the rights and obligations of the parties thereunder. This Memorandum shall be recorded in lieu of filing the Agreement of record in the official public records of Lea County, New Mexico and Loving and Xxxxxxx Counties, Texas. A full and complete copy of the Agreement, including any amendments thereto, is available for inspection in the offices of the Parties during normal business hours at the address given above. America:0028724/00008:68904660v2
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This Memorandum may be executed in any number of counterparts, each of which shall be considered an original for all purposes. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] America:0028724/00008:68904660v2
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STATE OF TEXAS § § COUNTY OF § This instrument was acknowledged before me on the day of May, 2018, by , of Lilis Energy, Inc., a Nevada corporation, on behalf of said corporation. Notary Public, State of Texas My Commission Expires: STATE OF TEXAS § § COUNTY OF § This instrument was acknowledged before me on the day of May, 2018, by , of Salt Creek Midstream, LLC, a Delaware limited liability company, on behalf of said limited liability company. Notary Public, State of Texas My Commission Expires: [Acknowledgement Page to Memorandum of Option Agreement] America:0028724/00008:68904660v2
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Exhibit A To Memorandum of Option Agreement AMI [See Attached] America:0028724/00008:68904660v2
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