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HomeMy WebLinkAboutDAQ-2025-001561 DAQE-GN142100009-25 {{$d1 }} Jeanette Liang FourPoint Resources, LLC 100 Saint Paul Street, Suite 400 Denver, CO 80206 jliang@fourpointenergy.com Dear Ms. Liang: RE: Notification of Company Name and Ownership Change from "Ovintiv USA Inc." to "FourPoint Resources, LLC" for Approval Order DAQE-AN142100007-23, dated September 20, 2023 Project Number: N142100009 The Utah Division of Air Quality (DAQ) received your request on March 12, 2025, for a name and ownership change for the holder of the above-referenced Approval Order (AO). According to your request, we have noted in our records that the holder and party responsible for complying with the terms and conditions contained in the above-referenced AO has been changed from ‘Ovintiv USA Inc.’ to ‘FourPoint Resources, LLC’. This change took effect on the date of this letter. As authorized by the Utah Legislature, the fee for issuing this name change is a one-time filing fee in addition to the actual time spent by the review engineer and all other staff on the project. Payment should be sent to DAQ upon receipt of the invoice. If you have any questions, please contact Lucia Mason, who may be reached at (385) 707-7669 or lbmason@utah.gov. Sincerely, Bryce C. Bird Director {{$s }} Alan D. Humpherys, Manager New Source Review Section ADH:LM:jg {{#d1=date1_es_:signer1:date:format(date, "mmmm d, yyyy")}} {{#s=Sig_es_:signer1:signature}} 195 North 1950 West • Salt Lake City, UT Mailing Address: P.O. Box 144820 • Salt Lake City, UT 84114-4820 Telephone (801) 536-4000 • Fax (801) 536-4099 • T.D.D. (801) 903-3978 www.deq.utah.gov Printed on 100% recycled paper State of Utah SPENCER J. COX Governor DEIDRE HENDERSON Lieutenant Governor Department of Environmental Quality Tim Davis Interim Executive Director DIVISION OF AIR QUALITY Bryce C. Bird Director March 25, 2025 Lucia Mason <lbmason@utah.gov> Additional Information (Division of Air Quality), 14210, 14338: Ownership Change From Ovintiv USA Inc. to FourPoint Resources, LLC 3 messages Lucia Mason <lbmason@utah.gov>Thu, Mar 13, 2025 at 2:24 PM To: jliang@fourpointenergy.com Hi Jeanette, Thank you for submitting an ownership change request on behalf of FourPoint Resources, LLC. Before I process your ownership change please confirm the following: 1. You listed the Pleasant Valley Compressor Station and the Ranch Compressor Station as the only Approval Orders (AOs) associated with this ownership change. I want to confirm there are no other AOs that need to be transferred from Ovintiv USA Inc. to FourPoint Resources, LLC. 2. You're listed as the primary environmental contact in your ownership change submission. Are you the best billing contact as well? If not, please provide the name and contact information for your preferred billing contact. 3. Is "100 Saint Paul St, Suite 400, Denver CO, 80206" the best billing address for the company? Please reach out with any questions. You can reach me by email or over the phone at (385) 707-7669. Best, Lucia Jeanette Liang <jliang@fourpointenergy.com>Fri, Mar 14, 2025 at 10:24 AM To: Lucia Mason <lbmason@utah.gov> Hi Lucia, My answers in red text: 1. You listed the Pleasant Valley Compressor Station and the Ranch Compressor Station as the only Approval Orders (AOs) associated with this ownership change. I want to confirm there are no other AOs that need to be transferred from Ovintiv USA Inc. to FourPoint Resources, LLC. Correct, please note that there is no period “.” following LLC. 2. You're listed as the primary environmental contact in your ownership change submission. Are you the best billing contact as well? If not, please provide the name and contact information for your preferred billing contact. Correct 3. Is "100 Saint Paul St, Suite 400, Denver CO, 80206" the best billing address for the company? Yes Thank you! 3/17/25, 9:12 AM State of Utah Mail - Additional Information (Division of Air Quality), 14210, 14338: Ownership Change From Ovintiv USA Inc. to FourPoint Resources, LLC https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r-2379081654104645170&simpl=msg-a:r-3196661836383784272&simpl=msg-f:1826587356850991968&simpl…1/2 Jeanette Liang Air Quality Manager _______ FourPoint Energy, LLC FourPoint Resources, LLC 100 St. Paul, Ste. 400 Denver, CO 80206 C 303.248.6822 JLiang@fourpointenergy.com fourpointenergy.com [Quoted text hidden] Lucia Mason <lbmason@utah.gov>Mon, Mar 17, 2025 at 8:37 AM To: Jeanette Liang <jliang@fourpointenergy.com> Thank you. I'll reach out if the DAQ needs any additional information. [Quoted text hidden] 3/17/25, 9:12 AM State of Utah Mail - Additional Information (Division of Air Quality), 14210, 14338: Ownership Change From Ovintiv USA Inc. to FourPoint Resources, LLC https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r-2379081654104645170&simpl=msg-a:r-3196661836383784272&simpl=msg-f:1826587356850991968&simpl…2/2 When recorded, please return to: FourPoint Resources, LLC 100 St. Paul Street, Suite 400 Denver, Colorado 80206 Attn: John Frey Ent 583282 Pg 1 of 891 Date: 23-Jan-2025 Ol:11:41PM Fee: $6,762.00 Filed By: KJH SHELLEY BRENNAN, Recorder DUCHESNE COUNTY CORPORATION For: LONEWOLF ENERGY, INC Electronically Recorded ASSIGNMENT AND BILL OF SALE STATE OF UTAH COUNTY OF DUCHESNE § § § This Assignment and Bill of Sale (this "Assignment") is effective as of October 1, 2024, at 12:01 a.m. local time at the location of the Assets (the "Effective Time"), from Ovintiv USA Inc., a Delaware corporation ("OW'), Ovintiv Royalty Holdings LLC, a Delaware limited liability company ("ORH'), and, solely with respect to the Ovintiv Marketing Applicable Contracts, Ovintiv Marketing Inc., a Delaware corporation ("Ovintiv Marketing"), each of whose address is 370 17th Street, Suite 1700, Denver, Colorado 80202, on the one hand, to FourPoint Resources, LLC, a Delaware limited liability company ("FP Resources"), and, solely with respect to the Nomco Assets (as defined below), FourPoint Resources Agent Corp., a Delaware corporation ("FP Resources Agent" and together with FP Resources, individually, an "Assignee", and, collectively, the "Assignees"), each of whose address is I 00 St. Paul Street, Suite 400, Denver, Colorado 80206, on the other hand. OVV, ORH and, solely with respect to the Ovintiv Marketing Applicable Contracts, Ovintiv Marketing, are referred to herein individually and collectively as "Assignor". Each of Assignor and Assignees are sometimes referred to herein individually as a "Party" and collectively as the "Parties." 1. Grant; Assets; Excluded Assets; Habendum. OVV, ORH and (with respect to the Ovintiv Marketing Applicable Contracts) Ovintiv Marketing, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms set forth herein, do by these presents GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, and DELIVER unto FP Resources (except as provided herein below with respect to the Nomco Assets) ALL of such Assignor's right, title, and interest in, to, and under the following, without duplication, (collectively, less and except the Excluded Assets, the "Assets"): a) All of OVV and ORH's collective right, title and interest in and to the following assets and properties: (i) all oil and gas leases and subleases, lessor royalties, overriding royalty interests, non-participating royalty interests, production payments, net profits interests, carried interests, reversionary interests, and all other Royalties and interests of any kind or character in Hydrocarbons in place in each case, that are either (i) I Ent 583282 Pg 2 of 891 described on Exhibit A-1 (Part I)_ whether or not located in the Sale Area (defined below) or, (ii) that are located within the sections located in Duchesne and Uintah Counties, Utah, described on Annex I (the "Sale Area"), including those described on Exhibit A-1 (Part 2), (collectively, the "Leases"), together with any and all other right, title and interest of Assignor in and to the leasehold estates created thereby, and all related rights and interests in the lands covered by the Leases and any lands pooled, communitized or unitized therewith or otherwise located within the Sale Area (such lands, the "Lands"); (ii) all rights and interests in, under or derived from all unitization, communitization and pooling agreements, declarations and orders in effect with respect to any of the Leases, Lands or Wells and the units created thereby (the "Units") (the Leases, the Lands, the Units and the Wells being collectively referred to in this Assignment as the "Properties" or individually as a "Property"); (iii) to the extent that they may be assigned, transferred or re-issued by Assignor (with consent, if applicable, but without the payment of any fee unless FP Resources agrees in writing to pay such fee), all permits, licenses, allowances, water rights, registrations, consents, orders, approvals, variances, authorizations, servitudes, easements, rights-of-way, surface leases, other surface interests and surface rights to the extent appurtenant to or used primarily in connection with the ownership, operation, production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or produced water from the Properties or any of the Assets (the "Easements and Surface Interests"), including those described in Exhibit A-2; (iv) any and all oil, gas, water, CO2, injection and disposal wells, reclamation wells, and pressure observation wells located on, under or producing from the Leases and Lands (the "Wells"), whether producing, shut-in, plugged or abandoned, including the Wells set forth in Exhibit B, and all Hydrocarbons produced therefrom or allocated thereto from and after the Effective Time; (v) all equipment, tools, machinery, fixtures and other personal, movable and mixed property located on any of the Properties, Lands or other Assets that is used primarily in connection therewith, and including well equipment, casing, tubing, pumps, motors, machinery, platforms, rods, tanks, boilers, fixtures, compression equipment, flowlines, pipelines, gathering systems associated with the Wells, pits, ponds, impoundments, manifolds, processing and separation facilities, pads, structures, materials and other items located on the Properties, Lands or other Assets and primarily used in the operation thereof, and including the tubing casing, inventory, equipment and materials set forth on Exhibit A-3; (vi) the field offices and field yards within the Sale Area, including those described in Exhibit C, and any personal property located thereon (the "Field Offices and Associated Properties"), and any office leases associated therewith; (vii)the vehicles and rolling stock listed on Exhibit D (the "Assigned Vehicles"); 2 Ent 583282 Pg 3 of 891 (viii)to the extent assignable (with consent, if applicable, but without the payment of any fee unless FP Resources agrees in writing to pay such fee), all Applicable Contracts and all rights thereunder insofar as and only to the extent relating to the Assets; (ix) except as provided in Section I 0.13 of the Purchase Agreement, all claims and causes of action to the extent attributable to the other Assets to the extent initially accruing from and after the Effective Time, or pertaining to the Assumed Liabilities, in each case, including but not limited to any audit rights and any indemnity, bond, insurance or condemnation awards arising from acts, omissions or events or damage to or destruction of property, unpaid awards, other rights against Third Parties and claims for adjustments and refunds to the extent attributable to any of the Assumed Liabilities; (x) all Imbalances relating to the Assets; (xi) the Suspense Funds; (xii)all trade accounts, trade credits, accounts receivable, notes receivable, take-or- pay amounts receivable, all claims, causes of action, and rights under liens related thereto and other receivables and general intangibles attributable to the Assets with respect to periods of time from and after the Effective Time, for which the Purchase Price has been increased pursuant to Section 1.5(c)(i) of the Purchase Agreement or pertaining to the Assumed Liabilities; (xiii)originals (if available, and otherwise copies) and copies in digital form (if available) of all of the books, files, records, information and data, whether written or electronically stored, solely to the extent relating to the Assets in Assignor's or its Affiliates' possession, including: (A) land and title records (including prospect files, maps, lease records, abstracts of title, title opinions and title curative documents); (B) Applicable Contract files; (C) operations, environmental, production, accounting and Tax records; (D) facility and well records and (E) correspondence (collectively, "Records") (xiv)all Hydrocarbons produced from or allocated to the Assets that are in storage or existing in stock tanks, pipelines or plants (including inventory, line fill and tank bottoms) and upstream of the sales meter as of the Effective Time; (xv) subject to and without limiting Section 5.5 of the Purchase Agreement as it pertains to the Assigned FCC Licenses, all radio equipment, SCADA and measurement technology and other production related mobility devices (such as SCAD A controllers, but excluding any and all central SCAD A servers), well communication devices and any other information technology systems and licenses associated with the foregoing, in each case only to the extent such assets and licenses are: (A) used or held for use primarily in connection with the operation of the Properties; (B) assignable (with consent, if applicable, but 3 Ent 583282 Pg 4 of 891 without the payment of any fee unless FP Resources agrees in writing to pay such fee); and (C) located on the Property (the "Production Related IT Equipment"); (xvi)all geological surveys, well logs, cores (and related Contracts) and samples, geological analyses, seismic data and records, gravity maps, gravity meter surveys, seismic surveys and other similar geological or geophysical surveys or data covering any portion of the Sale Area ( excluding, however, any and all interpretive or subjective data, or information with respect to any of the foregoing), in each case only to the extent such data is transferable without the payment of any fee or additional consideration to a Third Party (unless FP Resources agrees in advance in writing to pay such fee or consideration) or the breach of any confidentiality restrictions owed to any Person other than Assignor or its Affiliates (provided that Assignor or its respective Affiliates have used commercially reasonable efforts to obtain waivers of any such confidentiality restrictions); (xvii) the FCC Licenses held by Assignor or any of its Affiliates exclusively in connection with operations on the Assets as listed on Exhibit E (the "Assigned FCC Licenses"); and b) all of Ovintiv Marketing's right, title and interest in and to (i) the Applicable Contracts held by Ovintiv Marketing and listed on Exhibit F, (ii) any and all ancillary rights, assets and properties of Ovintiv Marketing derived from the Applicable Contracts held by Ovintiv Marketing, in each case, that would constitute "Assets" as described in clauses (a)(i) through (a)(xvii) above if such Ovintiv Marketing Applicable Contracts were held by OVV or ORH (collectively, the "Ovintiv Marketing Applicable Contracts"). For the avoidance of doubt, to the extent that any of the foregoing are used or relate to both the Assets and certain of the Excluded Assets or any Retained Assets, such as, by way of example but not limitation, ingress and egress rights and road and pipeline easements, such assets or rights shall be jointly owned: (i) by Assignor, as part of the Excluded Assets; and (ii) by FP Resources, as part of the Assets. In accordance with the Purchase Agreement, FP Resources hereby designates FP Resources Agent to receive non-tribal Leases issued by the Bureau of Land Management pursuant to the Mineral Leasing Act of 1920, as amended and supplemented (30 U.S.C. 181 et seq.) (such Properties, collectively, the "Nomco Assets"), in each case, on behalf of FP Resources as nominee and agent for and on behalf ofFP Resources in accordance with the terms of that certain Agency Agreement, dated as of January 22, 2025 by and between FP Resources and FP Resources Agent. In furtherance of the foregoing and notwithstanding anything in this Assignment to the contrary, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, bargains, sells, conveys, assigns, transfers, and delivers unto FP Resources Agent all of Assignor's right, title, and interest in and to the Nomco Assets, to have and to hold unto FP Resources Agent and its successors and assigns, forever, and in accordance with Section 12.9 of the Purchase Agreement, FP Resources Agent shall be deemed to be assignee of FP Resources with respect thereto for all purposes under the Purchase Agreement and this Assignment. The 4 Ent 583282 Pg 5 of 891 Nomco Assets will be considered "Assets" for all purposes under this Assignment and the Purchase Agreement. SAVING, EXCEPTING AND RESERVING with respect to Assignor, however, all of the following assets (the "Excluded Assets"): (a) all of Assignor's and its Affiliates' corporate minute books, financial records, Income Tax records and other business and Tax ( other than Asset Tax and Post-Production Cost Sales Tax) records that relate to Assignor's business generally (including the ownership and operation of the Assets and the Brundage Sale Units); (b) except to the extent related to any Assumed Liabilities, all trade credits, all accounts, all receivables of Assignor and its Affiliates and all other proceeds, income or revenues of Assignor and its Affiliates attributable to the Assets and attributable to any period of time prior to the Effective Time ( other than the Suspense Funds); ( c) except to the extent related to any Assumed Liabilities, all claims and causes of action of Assignor or its Affiliates that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds) or for which Assignor or its Affiliate bears responsibility to indemnify FP Resources under the Purchase Agreement (and then only for the duration of such indemnification obligations); (d) except to the extent related to any Assumed Liabilities and further subject to Section 10.13 of the Purchase Agreement, all rights and interests of Assignor and its Affiliates: (i) under any policy or agreement of insurance or indemnity; (ii) under any bond; or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events or damage to or destruction of property; ( e) Assignor's and its Affiliates' rights with respect to all Hydrocarbons produced and sold from the Assets with respect to all periods prior to the Effective Time ( excluding all merchantable Hydrocarbons attributable to the Assets in storage or existing in stock tanks above the bottom of the applicable outlet flange (excluding line fill and tank fill) as of the Effective Time for which the Purchase Price has been adjusted pursuant to Section 1.5(c)(i)(F) of the Purchase Agreement); (f) all claims of Assignor or any of its Affiliates for refunds of, rights to receive funds from any Governmental Body, or loss carry forwards or credits with respect to: (i) Asset Taxes allocable to Assignor pursuant to Section 12.3(b) of the Purchase Agreement; (ii) Flow-Through Income Taxes paid by Assignor or its Affiliates; (iii) any Taxes attributable to the Excluded Assets; and (iv) any other Taxes relating to the ownership or operation of the Assets that are attributable to any Tax period ( or portion of any Straddle Period) ending prior to the Effective Time; (g) all information technology assets, other than the Production Related IT Equipment, including all desktop computers, laptop computers, servers, networking equipment and any associated peripherals and other computer hardware, or computer software and telephone equipment; (h) [Reserved]; (i) all of Assignor's proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; G) all documents and instruments of Assignor and its Affiliates that are protected by an attorney-client privilege or any attorney work product doctrine (other than title opinions); (k) all records and data that cannot be disclosed to FP Resources as a result of confidentiality arrangements under existing written agreements ( other than title opinions), provided, that Assignor shall, if requested by FP Resources, use commercially reasonable efforts (without an obligation to pay money or incur obligations) to seek a consent or waiver of such arrangements; (1) all audit rights or obligations (and all claims, defenses, causes of action and rights to settlements, refunds and proceeds with respect thereto) (i) for which Assignor or its Affiliate bears responsibility to indemnify FP Resources under the Purchase Agreement (and then only for the duration of such indemnification obligations) or (ii) otherwise with respect to any period prior to the Effective Time or to any of the Excluded Assets, except for any Imbalances assumed by FP Resources, and except to the extent relating to any of the Assumed Liabilities; (m) all of Assignor's 5 Ent 583282 Pg 6 of 891 and its Affiliates' geophysical or other seismic and related technical data and information pertaining to the Excluded Assets, or pertaining to the Assets if such data and information cannot be transferred to FP Resources at Closing under applicable Contracts, and any and all of Assignor's or its Affiliates' interpretations of any such data (whether or not relating to the Assets); (n) documents prepared or received by Assignor or its Affiliates with respect to: (i) lists of prospective purchasers for such transactions compiled by Assignor; (ii) bids submitted by other prospective purchasers of the Assets or the Brundage Sale Units; (iii) analyses by Assignor or its Affiliates of any bids submitted by any prospective purchaser; (iv) correspondence between or among Assignor, its Affiliates, its Representatives and any prospective purchaser other than FP Resources; and (v) correspondence between or among Assignor, its Affiliates or any of its Representatives with respect to any of the bids, the prospective purchasers or the Contemplated Transactions; ( o) all e-mails on Assignor's or its Affiliates' servers and networks relating to the Assets, the Brundage Sale Units or the Excluded Assets and all other electronic files on Assignor's or its Affiliates' servers and networks constituting any other Excluded Asset ( except to the extent an Applicable Contract or correspondence with any Governmental Body is only available in such email or other similar electronic files, and then only to the extent the same can be extracted with the use of commercially reasonable efforts, in which case such email or other similar electronic files shall not be an Excluded Asset); (p) a copy of all Records; ( q) any Contracts that constitute master services agreements or similar contracts, other than any Assigned Vehicle leases that are assigned to FP Resources in accordance with Section 5.13 of the Purchase Agreement; (r) except as otherwise provided in Schedule 5.14 of the Purchase Agreement, any Hedge Contracts; (s) any debt instruments; (t) any assets associated with Seller Benefit Plans; (u) all vehicles and rolling stock other than the Assigned Vehicles; (v) all of Assignor's rights, interests and properties specifically listed in Exhibit G; and (w) the Legacy Consent Decree. TO HA VE AND TO HOLD all and singular the Assets, together with all rights, titles, interests, estates, remedies, powers and privileges thereto appertaining unto FP Resources and its successors, legal representatives, and assigns forever, subject to the following: 1. Instruments of Conveyance. The Assets covered by this Assignment shall not include the "Mineral Interests" or the "Surface Fee Properties" (as such term is defined in the Deed) covered by that certain Surface and Mineral Deed between Assignor and FP Resources executed contemporaneously herewith and dated effective as of the Effective Time (the "Deetf'). Assignor and FP Resources acknowledge and agree that this Assignment and the Deed (collectively, and including any and all recorded counterparts thereof, the "Instruments of Conveyance") are intended to COLLECTIVELY convey to FP Resources all of the "Assets" as defined and described in the Purchase Agreement. Assignor and FP Resources acknowledge and agree that the Instruments of Conveyance are not intended to effect multiple conveyances of the same properties or interests in such properties covered hereby or thereby or multiple assumptions by FP Resources of the same Assumed Liabilities as described in the Purchase Agreement. 2. Purchase Agreement. This Assignment is delivered pursuant to that certain Purchase and Sale Agreement dated November 13, 2024, by and among Assignor and Assignee, (together with the exhibits and schedules thereto, and as may be amended from time to time, the "Purchase Agreement"), the terms, conditions, provisions, agreements, representations, warranties and covenants of which, as between Assignor and Assignees, are hereby incorporated in this Assignment by this reference, and nothing in this Assignment shall operate to limit, release, 6 Ent 583282 Pg 7 of 891 or impair any of Assignor's or Assignees' respective rights, obligations, remedies or indemnities in the Purchase Agreement. The Parties acknowledge and agree that the Purchase Agreement contains representations, warranties, agreements, covenants and indemnities, which shall not merge with or be superseded by this Assignment, but which shall survive in accordance with the terms of the Purchase Agreement. Capitalized terms used in this Assignment shall have the meanings prescribed in this Assignment where such capitalized terms are defined; provided, however, that capitalized terms used in this Assignment and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. To the extent the terms and provisions of this Assignment are in conflict, or inconsistent, with the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control to the extent of the conflict. For purposes of notice to Third Parties, however, Assignor and Assignees expressly represent and acknowledge that a Third Party may rely on the descriptions of the Assets contained herein for purposes of determining title thereto. 3. Successors and Assigns. This Assignment shall extend to, be binding upon, and inure to the benefit of the Parties and their respective successors, heirs, permitted assigns, and corporate successors. 4. Amendment and Waiver. This Assignment may not be amended except by a written instrument executed by both Parties expressly stating that it is intended to serve as such an amendment or modification. No rights under this Assignment may be waived except by an instrument in writing signed by the Party to be charged with such waiver and delivered by such Party to the Party claiming the benefit of such waiver. There are no oral agreements between the Parties not set out in writing. 5. Assumption. Subject to the indemnities and limitations as between Assignor and FP Resources set forth in the Purchase Agreement, from and after the date hereof, each of the Assignees assumes and hereby agrees to fulfill, perform, pay and discharge ( or cause to be fulfilled, performed, paid and discharged) the Assumed Liabilities. 6. Subrogation. Assignor hereby assigns and grants to Assignees, their respective successors, heirs, and assigns, the benefit of and the right to enforce all rights, claims and causes of action under title representations, warranties, and covenants given or made by Third Parties ( excluding Assignor or its Affiliates, but including Assignor's or its Affiliates' respective predecessors in interest), with respect to the Assets, and Assignees are specifically subrogated to all rights which Assignor may have against such others with respect to the Assets, to the maximum extent Assignor may legally transfer such rights and grant such subrogation. 7. Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 2 OF THE PURCHASE AGREEMENT OR IN THE INSTRUMENTS OF CONVEYANCE, WITHOUT LIMITING IN ANY RESPECT ASSIGNEES' RIGHTS UNDER ARTICLE 9 OR ARTICLE 10 OF THE PURCHASE AGREEMENT OR ASSIGNEES' RIGHTS UNDER THE R&W INSURANCE POLICY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND ABSENT FRAUD, ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR 7 Ent 583282 Pg 8 of 891 ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEES (INCLUDING ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ASSIGNEES OR THEIR AFFILIATES OR REPRESENTATIVES BY ANY AFFILIATES OR REPRESENTATIVES OF ASSIGNOR OR BY ANY INVESTMENT BANK OR INVESTMENT BANKING FIRM, ANY PETROLEUM ENGINEER OR ENGINEERING FIRM, ASSIGNOR'S COUNSEL OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE OF ASSIGNOR). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT OR IN THE INSTRUMENTS OF CONVEYANCE, AND WITHOUT LIMITING IN ANY RESPECT ASSIGNEES' RIGHTS UNDER ARTICLE 9 OR ARTICLE 10 OF THE PURCHASE AGREEMENT OR ASSIGNEE'S RIGHTS UNDER THE R&W INSURANCE POLICY ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO: (A) THE TITLE TO ANY OF THE ASSETS; (B) THE CONDITION OF THE ASSETS OR ANY ASSETS OF BRUNDAGE LLC (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), IT BEING DISTINCTLY UNDERSTOOD THAT EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 2 OF THE PURCHASE AGREEMENT, AND SUBJECT TO ASSIGNEES' RIGHTS AND REMEDIES PURSUANT TO ARTICLE 9 OR ARTICLE 10 OF THE PURCHASE AGREEMENT OR ASSIGNEES' RIGHTS UNDER THE R&W INSURANCE POLICY, THE ASSETS ARE BEING SOLD "AS IS," "WHERE IS," AND "WITH ALL FAULTS AS TO ALL MATTERS;" (C) ANY INFRINGEMENT BY ASSIGNOR OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY; (D) ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ASSIGNEES BY OR ON BEHALF OF ASSIGNOR (INCLUDING THE EXISTENCE OR EXTENT OF HYDROCARBONS OR THE MINERAL RESERVES, THE RECOVERABILITY OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS AND THE ABILITY TO SELL HYDROCARBON PRODUCTION AFTER THE CLOSING); (E) THE ENVIRONMENTAL CONDITION AND OTHER CONDITION OF THE ASSETS OR ANY ASSETS OF BRUNDAGE LLC, AND ANY POTENTIAL LIABILITY ARISING FROM OR RELATED THERETO; AND (F) THE PRESENCE OR ABSENCE OF ASBESTOS, NORM, OR OTHER WAS TES OR HAZARDOUS MATERIALS IN OR ON THE ASSETS OR ANY ASSETS OF BRUNDAGE LLC, BUT WITHOUT LIMITING IN ANY RESPECT ASSIGNEES' RIGHTS UNDER ARTICLE 9 OR ARTICLE 10 OF THE PURCHASE AGREEMENT OR ASSIGNEES' RIGHTS UNDER THE R&W INSURANCE POLICY. EACH OF ASSIGNEES ACKNOWLEDGES AND AFFIRMS THAT IT HAS MADE ITS OWN INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF THE CONTEMPLATED TRANSACTIONS AND THE ASSETS (INCLUDING ASSIGNEES' OWN ESTIMATE AND APPRAISAL OF THE EXTENT AND VALUE OF ASSIGNOR'S HYDROCARBON RESERVES ATTRIBUTABLE TO THE ASSETS AND AN INDEPENDENT ASSESSMENT AND APPRAISAL OF THE ENVIRONMENTAL RISKS AND CONDITIONS ASSOCIATED WITH THE 8 Ent 583282 Pg 9 of 891 ACQUISITION OF THE ASSETS). EACH OF ASSIGNEES ACKNOWLEDGES THAT IN ENTERING INTO THIS ASSIGNMENT, IT HAS RELIED ON THE AFOREMENTIONED INVESTIGATION AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF ASSIGNOR CONTAINED IN THIS ASSIGNMENT AND THE ASSIGNOR CLOSING DOCUMENTS. EACH OF ASSIGNEES IRREVOCABLY COVENANTS TO REFRAIN FROM, DIRECTLY OR INDIRECTLY, ASSERTING ANY CLAIM, OR COMMENCING, INSTITUTING OR CAUSING TO BE COMMENCED, ANY PROCEEDING OF ANY KIND AGAINST ASSIGNOR OR ITS AFFILIATES, ALLEGING FACTS CONTRARY TO THE FOREGOING ACKNOWLEDGMENT AND AFFIRMATION. 8. Governing Law; Jurisdiction; Service of Process; Jury Waiver. SUBJECT TO THE FOLLOWING SENTENCE, THIS ASSIGNMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS ASSIGNMENT OR THE CONTEMPLATED TRANSACTIONS OR THE RIGHTS, DUTIES AND THE LEGAL RELATIONS AMONG THE PARTIES AND THERETO SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. ANY MATTERS RELATED TO REAL PROPERTY SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE SUCH REAL PROPERTY IS LOCATED, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. WITHOUT LIMITING THE DISPUTE RESOLUTION PROCEDURES PROVIDED IN SECTION 1.5(D) OF THE PURCHASE AGREEMENT AND SECTION 10.14 OF THE PURCHASE AGREEMENT (COLLECTIVELY, THE "DISPUTE RESOLUTION PROVISIONS") WITH RESPECT TO DISPUTES ARISING THEREUNDER OR PROPERLY SUBJECT THERETO, TO THE EXTENT NOT INCONSISTENT WITH THE DISPUTE RESOLUTION PROVISIONS, THE PARTIES CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE TEXAS BUSINESS COURT LOCATED IN HOUSTON, TEXAS FOR ANY ACTION ARISING OUT OF THIS ASSIGNMENT, ANY TRANSACTION DOCUMENTS OR ANY CONTEMPLATED TRANSACTION OR TRANSACTION CONTEMPLATED BY ANY TRANSACTION DOCUMENTS (OR, IF THE TEXAS BUSINESS COURTS ARE UNAVAILABLE OR LACK JURISDICTION, THEN THE FEDERAL COURTS LOCATED IN THE SOUTHERN DISTRICT OF TEXAS, AND IF SUCH FEDERAL COURTS ARE UNAVAILABLE OR LACK JURISDICTION, THEN ANY STATE COURT IN FORT WORTH, TEXAS). SUBJECT TO AND WITHOUT LIMITING THE DISPUTE RESOLUTION PROVISIONS, ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS ASSIGNMENT, ANY TRANSACTION DOCUMENTS OR ANY CONTEMPLATED TRANSACTION OR TRANSACTION CONTEMPLATED BY ANY TRANSACTION DOCUMENTS, IN EACH CASE, THAT ARE PROPERLY REFERRED TO A COURT OF COMPETENT JURISDICTION AND NOT OTHERWISE SUBJECT TO THE DISPUTE RESOLUTION PROVISIONS, SHALL BE EXCLUSIVELY LITIGATED IN SUCH COURTS DESCRIBED ABOVE HAVING SITES IN HOUSTON, TEXAS (OR, IF THE TEXAS BUSINESS COURTS ARE 9 Ent 583282 Pg 10 of 891 UNAVAILABLE OR LACK JURISDICTION, THEN THE FEDERAL COURTS LOCATED IN THE SOUTHERN DISTRICT OF TEXAS, AND IF SUCH FEDERAL COURTS ARE UNAVAILABLE OR LACK JURISDICTION, THEN ANY STATE COURT IN FORT WORTH, TEXAS). EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS SOLELY IN RESPECT OF ANY SUCH PROCEEDING ARISING OUT OF OR RELATED TO THIS ASSIGNMENT. EACH PARTY VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT IT MAY HA VE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, ANY TRANSACTION DOCUMENTS OR ANY CONTEMPLATED TRANSACTION OR TRANSACTION CONTEMPLATED BY ANY TRANSACTION DOCUMENTS. THE PARTIES FURTHER AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT A FINAL AND NONAPPEALABLE JUDGMENT AGAINST A PARTY IN ANY ACTION OR PROCEEDING CONTEMPLATED ABOVE SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES BY SUIT ON THE JUDGMENT, A CERTIFIED OR EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF SUCH JUDGMENT. TO THE EXTENT THAT A PARTY OR ANY OF ITS AFFILIATES HAS ACQUIRED, OR FOLLOWING THE EXECUTION DATE MAY ACQUIRE, ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES) IRREVOCABLY: (I) WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS WITH RESPECT TO THIS ASSIGNMENT; AND (11) SUBMITS TO THE PERSONAL JURISDICTION OF ANY COURT DESCRIBED IN THIS SECTION 8. 9. Exhibits. The Exhibits to this Assignment are hereby incorporated by reference and constitute a part of this Assignment. 10. Further Assurances. From time to time after Closing, the Parties agree to: (a) furnish upon request to each other such further information; (b) execute, acknowledge and deliver to each other such other documents; and ( c) do such other acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Assignment and the documents referred to in this Assignment. 11. Severability. If any provision of this Assignment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Assignment shall remain in full force and effect. Any provision of this Assignment held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. Upon such determination that any term or provision is invalid or unenforceable, the Parties shall negotiate in good faith to modify this Assignment so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Contemplated Transactions hereby are fulfilled to the extent possible. Ent 583282 Pg 11 of 891 12. Counterparts. This Assignment may be executed and delivered (including by e- mail transmission) in one or more counterparts, each of which shall be deemed to be an original copy of this Assignment and all of which, when taken together, shall be deemed to constitute one and the same agreement. [Signature and Acknowledgment Pages Follow J 11 Ent 583282 Pg 12 of 891 IN WITNESS WHEREOF, the Parties have executed this Assignment on the dates set forth in their respective acknowledgements hereto, but this Assignment shall be effective for all purposes as of the Effective Time. THE STATE OF TEXAS COUNTY OF MONTGOMERY ASSIGNOR: oVINytv ~s~ IN<;- ,, ( ) ! ·.. :;rt~ By... ,..J . "--· ,. -., Name: Christian Sizemore Title: Attorney-in-Fact ACKNOWLEDGMENTS § § § This instrument was acknowledged before me this ay of January, 2025, by Christian Sizemore, known to me to be the Attorney-in-Fact of Ovintiv USA Inc., a Delaware corporation, who affirmed that the foregoing instrument was signed on behalf of such corporation and that the execution of this instrument was the free act and deed of such corporation. CATHERINE J. ZITO My Notary ID# 125950158 Expires December 22, 2026 [ Signature and Acknowledgment Page to Assignment and Bill of Sale] THE STA TE OF TEXAS COUNTY OF MONTGOMERY Ent 583282 Pg 13 of 891 ASSIL,"'NOR OVINTiy·R~ T~JU\LDINGS LLC / I\ "·· -.,;_-i+ •• ~ '-':" •• , By: '\=/.,, J\ ···~ Name: Christian Sizemore Title: Attorney-in-Fact ACKNOWLEDGMENTS § § § This instrument was acknowledged before me this --~-day of January, 2025, by Christian Sizemore, known to me to be the Attorney-in-Fact of Ovintiv Royalty Holdings LLC, a Delaware limited liability company, who affirmed that the foregoing instrument was signed on behalf of such limited liability company and that the execution of this instrument was the free act and deed of such limited liability company. CATHERINE J. ZJTO My Notary ID# 125950158 Expires December 22, 2026 [Signature and Acknowledgment Page to Assignment and Bill ofSaleJ THE STATE OF COLORADO COUNTY OF DENVER Ent 583282 Pg 14 of 891 ASSIGNOR: (solely with respect to the Ovintiv Marketing Applicable Contracts) OVINTIV MARKETING INC. By: )ttt 1 il--/ Name: Garrett Haag /) Title: Director, US Marketb'fg ACKNOWLEDGMENTS § § § This instrument was acknowledged before me this 2 I S-t day of January, 2025, by Garrett Haag, known to me to be the Director, US Marketing of Ovintiv Marketing Inc., a Delaware corporation, who affirmed that the foregoing instrument was signed on behalf of such corporation and that the execution of this instrument was the free act and deed of such corporation. JENNA KAYE SHIMER NOTARY PUBLIC STATE OF COlORAOO NOTARY ID 20244001541 MY cniNSSION EXPIRES MJAAY 2028 Notary Public i;{ arid for the State of Colorado C / /',/k [Signature and Acknowledgment Page to Assignment and Bill of Sale] THE STATE OF COLORADO COUNTY OF DENVER Ent 583282 Pg 15 of 891 ASSIGNEE: FOURPOINT RESOURCES, LLC 5t I I~~ By: __ / __ ~----~·------ Name: George H. Solich Title: Chairman and Chief Executive Officer ACKNOWLEDGMENTS § § § This instrument was acknowledged before me this ;10 day ofJanuary, 2025, by George H. Solich, known to me to be the Chairman and Chief Executive Officer of FourPoint Resources, LLC, a Delaware limited liability company, who affirmed that the foregoing instrument was signed on behalf of such company and that the execution of this instrument was the free act and deed of such company. L)~ Notar,,,Public in and for the State of Colorado [ Signature and Acknowledgment Page to Assignment and Bill of Sale] Ent 583282 Pg 16 of 891 ASSIGNEE: FOURPOINT RESOURCES AGENT CORP. By: hJ-L~ Name: George H. Solich Title: Chairman and Chief Executive Officer ACKNOWLEDGMENTS THE STATE OF COLORADO § § COUNTY OF DENVER § This instrument was acknowledged before me this ~0 day of January, 2025, by George H. Solich, known to me to be the Chairman and Chief Executive Officer of FourPoint Resources Agent Corp., a Delaware corporation, who affmned that the foregoing instrument was signed on behalf of such corporation and that the execution of this instrument was the free act and deed of such corporation. [Signature and Acknowledgment Page to Assignment and Bill of Sale] Response Summary: Q2. Owner/Company Information Previous Updated Name Ovintiv USA Inc.FourPoint Resources, LLC Address 370 17th St, Suite 1700 100 Saint Paul St, Suite 400 City Denver Denver State CO CO Zip 80202 80206 Phone 281-847-6093 303-290-0990 Environmental Contact Brandon Lithgoe Jeanette LIang Email Address brandon.lithgoe@ovintiv.com jliang@fourpointenergy.com Q3. Sites Impacted: AO Number Site Name 1 DAQE-AN142100007-23 Pleasant Valley Compressor Station 2 DAQE-AN143380009-24 Ranch Compressor Station 3 N/A N/A 4 N/A N/A 5 N/A N/A 6 N/A N/A 7 N/A N/A 8 N/A N/A Q1. Reason for Ownership/Company Name Change: Sale of assets to Fourpoint Resources, LLC from Ovintiv USA Inc. closed on January 22, 2025 Q4. Note: If the name change is the result of a sale or acquisition, both the buyer and the seller signature is required as proof of the closure and agreement. Please attach proof of acquisition documentations or the previous owner's signature. [Click here] Q5. Applicant Information: Name Jeanette Liang Email jliang@fourpointenergy.com Title Air Quality Manager Date 3/12/2025 Q6. The undersigned, as an authorized representative of the company, acknowledges that the above information is correct and requests the company change be made in all the DAQ records listed. [Click here] Embedded Data: N/A