DAQ-2024-008985

DAQE-GN106250005-24

{{$d1 }}

Amanda Miller
Green Natural Ventures, LLC
600 Travis Street, Suite 5050
Houston, TX 77002
[e-mail]

Dear Ms. Miller:

RE: Notification of Company Name and Ownership Change from "Four Corners Pipeline, LLC" to
"Green Natural Ventures, LLC" for Approval Order DAQE-AN106250004-22, dated
August 8, 2022
Project Number: N106250005

The Utah Division of Air Quality (DAQ) has received your request on June 12, 2024, 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 have been changed to ‘Green Natural Ventures,
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 [phone] or
[e-mail].
Sincerely,

Bryce C. Bird
Director

{{$s }}

Alan D. Humpherys, Manager
New Source Review Section

BCB: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 [phone] • Fax [phone] • T.D.D. [phone]
www.deq.utah.gov
Printed on 100% recycled paper
State of Utah

SPENCER J. COX
Governor

DEIDRE HENDERSON
Lieutenant Governor

Department of
Environmental Quality

Kimberly D. Shelley
Executive Director

DIVISION OF AIR QUALITY
Bryce C. Bird
Director

June 27, 2024
Lucia Mason <[e-mail]>
Name Change Peer Reviews: Green Natural Ventures, LLC
3 messages
Lucia Mason <[e-mail]>Wed, Jun 26, 2024 at 3:33 PM
To: Tad Anderson <[e-mail]>
Hi Tad,
Could you peer review the two other sources that are changing ownership to Green Natural Ventures, LLC?
14119
10625
The google drive folder is the same as the first Ownership Change (10034). I linked it below along with the Name Change
Letters.
Thanks for your time,
Lucia
Name Change: Green Natural Ventures, LLC
2 attachments
Name Change, 14119 Paradox Midstream, LLL-Bullhorn Natural Gas Compressor Station.rtf
798K
Name Change, 10625 Four Corners Pipeline, LLC- Four Corners Compressor Station.rtf
798K
Tad Anderson <[e-mail]>Thu, Jun 27, 2024 at 10:50 AM
To: Lucia Mason <[e-mail]>
I signed off on the WAL on both.
Thanks,
Tad
[Quoted text hidden]
--
Tad D Anderson | Environmental Engineer | New Source Review Section
6/27/24, 11:04 AM State of Utah Mail - Name Change Peer Reviews: Green Natural Ventures, LLC
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r-3375108898564587007&simpl=msg-a:r845335092272547…1/2
Phone: [phone]
Lucia Mason <[e-mail]>Thu, Jun 27, 2024 at 10:51 AM
To: Tad Anderson <[e-mail]>
Thanks!
[Quoted text hidden]
6/27/24, 11:04 AM State of Utah Mail - Name Change Peer Reviews: Green Natural Ventures, LLC
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r-3375108898564587007&simpl=msg-a:r845335092272547…2/2
Lucia Mason <[e-mail]>
Fwd: name change progject
2 messages
Alan Humpherys <[e-mail]>Thu, Jun 13, 2024 at 11:35 AM
To: Lucia Mason <[e-mail]>
Cc: Jon Black <[e-mail]>
Lucia,
Can you please process these name changes?
Group #1: Urban Oil & Gas (one letter for all)
Site #1: 12157
Site #2: 12662
Site #3: 13076
Site #4: 13132
Site #5: 12920
Site #6: 13077
Site #7: 13078
Site #8: 13088
Peer: Christine
Group #2: Green Natural Ventures (one letter for each site)
Site #1: 10034
Site #2: 14119
Site #3: 10625
Peer: Tad
Title V: Jennifer He
Thanks,
Alan
---------- Forwarded message ---------
From: Melissa Yazhe <[e-mail]>
Date: Thu, Jun 13, 2024 at 9:16 AM
Subject: name change progject
To: Jon Black <[e-mail]>, Alan Humpherys <[e-mail]>
Hello,
These projects were in yesterday's mail. Sorry, I couldn't scan them right away and send them over, but here they are.
Thanks, Melissa
--
Alan Humpherys
Manager | Minor NSR Section
P: [phone]
F: [phone]
airquality.utah.gov
Emails to and from this email address may be considered public records and thus subject to Utah GRAMA
requirements.
6/24/24, 11:59 AM State of Utah Mail - Fwd: name change progject
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-f:1801768328648809282&simpl=msg-f:18017683286488092…1/2
3 attachments
06-12-24_UOG CV LLC_Ownership Change form.pdf
1086K
06-12-24_Urban Oil and Gas Group LLC_Ownership Change form.pdf
1077K
06-12-24_Green Natural Ventures LLC_Ownership Change form.pdf
20907K
Jon Black <[e-mail]>Thu, Jun 13, 2024 at 3:17 PM
To: Alan Humpherys <[e-mail]>
Cc: Lucia Mason <[e-mail]>
Hi Alan and Lucia,
When the Green Natural Ventures name changes are done can you send me a copy? The new source is going to provide
their consultants with updates and new NOIs and wanted to include the letters with the NOIs.
Let me know if you have any questions.
Thank you,
Jon
[Quoted text hidden]
--
Jon L. Black | Manager | Major New Source Review
801.536.4047 (office) | 801.536.4099 (fax) | 385.306.6511 (cell)
195 North 1950 West, Salt Lake City, UT 84116
[Quoted text hidden]
6/24/24, 11:59 AM State of Utah Mail - Fwd: name change progject
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-f:1801768328648809282&simpl=msg-f:18017683286488092…2/2
Lucia Mason <[e-mail]>
Ownership Change: 10034: Paradox Midstream LLC- Lisbon Valley Helium Plant
4 messages
Lucia Mason <[e-mail]>Wed, Jun 26, 2024 at 11:16 AM
To: Tad Anderson <[e-mail]>
Hi Tad,
Could you peer review the name change I did for site 10034? It's one of three sites transferred to Green Mountain
Ventures, LLC.
A link to my drive with all the relevant documents in it and a copy of the Name Change Letter are attached below.
Thanks in advance for your feedback and let me know if you need anything else.
Lucia
Name Change: Green Natural Ventures, LLC
Name Change, 10034 Paradox Midstream LLC- Lisbon Valley Helium Plant.rtf
798K
Tad Anderson <[e-mail]>Wed, Jun 26, 2024 at 1:45 PM
To: Lucia Mason <[e-mail]>
Lucia,
It looks good to me. As soon as you sign off in the WAL that it is complete and I will sign off then.
Thanks,
Tad
[Quoted text hidden]
--
Tad D Anderson | Environmental Engineer | New Source Review Section
Phone: [phone]
Lucia Mason <[e-mail]>Wed, Jun 26, 2024 at 3:09 PM
To: Tad Anderson <[e-mail]>
The WAL should be ready. Thanks!
[Quoted text hidden]
6/27/24, 11:04 AM State of Utah Mail - Ownership Change: 10034: Paradox Midstream LLC- Lisbon Valley Helium Plant
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r958997018939218395&simpl=msg-a:r-8316645170540823…1/2
Tad Anderson <[e-mail]>Thu, Jun 27, 2024 at 9:30 AM
To: Lucia Mason <[e-mail]>
done
[Quoted text hidden]
6/27/24, 11:04 AM State of Utah Mail - Ownership Change: 10034: Paradox Midstream LLC- Lisbon Valley Helium Plant
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r958997018939218395&simpl=msg-a:r-8316645170540823…2/2
Lucia Mason <[e-mail]>
Green Natural Ventures Name Change Clarification (Division of Air Quality)
9 messages
Lucia Mason <[e-mail]>Thu, Jun 20, 2024 at 11:34 AM
To: [e-mail]
Hi Amanda,
I'm processing Green Natural Ventures' name change request with the UT Division of Air Quality and I want to clarify a
few parts of your application.
The company name is listed as "Green Natural Ventures LLC" in one part of the application form and as "Green Natural
Gas Ventures, LLC" in another. Which is correct?
I want to make sure we have the most updated contact information for Green Natural Ventures. Could you provide names,
emails and phone numbers for the following contacts?
Your primary environmental contact
The person who's name and contact you would like listed on your approval order
The person we should contact for billing
It's fine if one or more are the same person.
Thanks for your help,
Lucia
Mandy Miller <[e-mail]>Fri, Jun 21, 2024 at 10:22 AM
To: David Bullion <[e-mail]>
Cc: "[e-mail]" <[e-mail]>, Lauren Meeks <[e-mail]>, Coy Young <Coy@gng-
partners.com>
Hi Lucia,
Thank you for your email. Please see the answers to your questions below:
Correct Name:
Green Natural Ventures, LLC
Primary Contacts:
Environmental Contact:
Amanda 'Mandy' Miller
Email: [e-mail]
Phone: [phone]
Burns and McDonnell:
Audrey Denton
Email: [e-mail]
Phone: [phone]
Jim Corbit
Email: [e-mail]
Phone: [phone]
Approval Order Contact:
6/26/24, 11:13 AM State of Utah Mail - Green Natural Ventures Name Change Clarification (Division of Air Quality)
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r-3284122464493507672&simpl=msg-a:r-63180171647990…1/4
David Bullion, CEO
Email: [e-mail]
Phone: [phone]
Billing Contact:
Billing should be sent to me and cc'd to our controller, Lauren Meeks
Email: [e-mail]
Please let me know if you have any other questions.

Mandy Miller
VP Corporate Development
[phone] [e-mail]
600 Travis St., Suite 5050, Houston, TX 77002

From: David Bullion <[e-mail]>
Sent: Thursday, June 20, 2024 7:09 PM
To: Mandy Miller <[e-mail]>
Subject: Fwd: Green Natural Ventures Name Change Clarificaon (Division of Air Quality)

Can you pls respond to Lucia?
Sent from my iPhone
Begin forwarded message:
From: Lucia Mason <[e-mail]>
Date: June 20, 2024 at 12:34:46 PM CDT
To: David Bullion <[e-mail]>
Subject: Green Natural Ventures Name Change Clarification (Division of Air Quality)
[Quoted text hidden]
6/26/24, 11:13 AM State of Utah Mail - Green Natural Ventures Name Change Clarification (Division of Air Quality)
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r-3284122464493507672&simpl=msg-a:r-63180171647990…2/4
image001.jpg
19K
Lucia Mason <[e-mail]>Mon, Jun 24, 2024 at 9:27 AM
To: Mandy Miller <[e-mail]>
Perfect. Thank you!
[Quoted text hidden]
Mandy Miller <[e-mail]>Mon, Jun 24, 2024 at 10:06 AM
To: Lucia Mason <[e-mail]>
My pleasure, thank you for your help in processing.

Mandy Miller
VP Corporate Development
[phone] [e-mail]
600 Travis St., Suite 5050, Houston, TX 77002
From: Lucia Mason <[e-mail]>
Sent: Monday, June 24, 2024 9:27:13 AM
To: Mandy Miller <[e-mail]>
Subject: Re: Green Natural Ventures Name Change Clarificaon (Division of Air Quality)

[Quoted text hidden]
Lucia Mason <[e-mail]>Wed, Jun 26, 2024 at 6:42 AM
To: Mandy Miller <[e-mail]>
Hi Mandy,
Thanks for your updated contact information. Who's name and contact would you like on this ownership change letter?
Lucia
[Quoted text hidden]
Mandy Miller <[e-mail]>Wed, Jun 26, 2024 at 8:20 AM
To: Lucia Mason <[e-mail]>
Lucia,
What will the information be used for? Our CEO is the listed as the signer and I am the contact for the agencies.
[Quoted text hidden]
Lucia Mason <[e-mail]>Wed, Jun 26, 2024 at 10:20 AM
To: Mandy Miller <[e-mail]>
6/26/24, 11:13 AM State of Utah Mail - Green Natural Ventures Name Change Clarification (Division of Air Quality)
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r-3284122464493507672&simpl=msg-a:r-63180171647990…3/4
The name change letter will serve as documentation that we've updated the company name and ownership to Green
Natural Ventures in our records. The letter will be addressed to whatever contact you choose and their name and email
will show up in the heading of the letter.
[Quoted text hidden]
Mandy Miller <[e-mail]>Wed, Jun 26, 2024 at 10:23 AM
To: Lucia Mason <[e-mail]>
Thank you for clarifying. Please use my information.

Mandy Miller
VP Corporate Development
[phone] [e-mail]
600 Travis St., Suite 5050, Houston, TX 77002

[Quoted text hidden]
image001.jpg
19K
Lucia Mason <[e-mail]>Wed, Jun 26, 2024 at 10:24 AM
To: Mandy Miller <[e-mail]>
Sounds good. Thanks.
[Quoted text hidden]
6/26/24, 11:13 AM State of Utah Mail - Green Natural Ventures Name Change Clarification (Division of Air Quality)
https://mail.google.com/mail/u/0/?ik=509389cc4c&view=pt&search=all&permthid=thread-a:r-3284122464493507672&simpl=msg-a:r-63180171647990…4/4
Utah Division of Air Quality
New source Review Section
UTAH DEPAFTTMENT OF
E}MRONMENTAL CIJAUTV
Form lc JUN 1 Z 2A24
Ownership Change/Company Name Change Notification
The following information is necessary before the Division wif t-ffi6ffifeffrrgR eUALlTychange you have requested. Please retum this document within 3fldays-of-rebEipf '
Please be aware that all records associated with this company will change to the new name unless you specifically
indicate otherwise. The fee assessed for making these changes is authorized by the legislature for the actual time spent
by the reviewer.
Note: If this name change is the result of a sale or acquisition, bothlhe buyer &lhe seller must sisn this document
as proof of the closure of the agreement.
Reason for Ownership Change/Company Name Change Bankruptcy Purchase
The undersigned, as an authorized representative ofthe company, acknowledges that the above information is correct,
and requests that the company name change be made in all Air Quality recorcls.
Natural Gas Ventures, LLCprevious Owner
UNABLE TO SIGN PLEASE SEE
Slgnature
ATTACHED DOCUMENTS FOR OWNERSHIP CHANGE
Name (please print)
Chief Executive Officer
Arrunrfa Lrfinrh) fi\ilw Title
Return this form to:
State of Utah
Division of Air Quality
Attn: NSR - OwnershipName Change Notification
195 North 1950 West
PO Box 144820
Salt Lake City, Utah 84114-4820
Parent Company:
600 Travis St^, Suite 5050, Houston, TX 77002 500 Dallas Street, 16th Floor Houston, TX77002
Approval Order # (DAQE-ANxxxxxxxxxx-xx)Site Name & Address (for each Approval Order)
DAQE-AN100340024-16 Lisbon Natural Gas Processing Phnq 7 Rankjne Road, La Sal, UT 84530-0215
DAQE-AN141190010-21 Bulhom Ndml Ga CotrpB3@ Slalhn: Remote l@tff near M@b, San Jue Cdnty, UT 8,1532
UTU 659,593 m E; 4.227,550 m N: Zde 12
DAQE-1048-97 Fou Coffi Coolprc$or SUbn; L@tcd l5 Mll6 Sdrthca6t of Btandng, San Juan County
UTM 6aa,603 m E; 4,1a4,356 m N; Zmo 12
Contact Name (Please prinQ
r crqoraOq-^r*t
Phone Number
F:\WP\GENERIC\2002 Fom lc.doc Revised l2l20l 10
STATE OF UTAH
COI.]NTY OF SAN ruAN
KNOW ALL MEN BY THESE PRESENTS:
STATE OF COLORDAO
COUNTY OF DOLORES
KNOW ALL MEN BY THESE PRESENTS:
STATE OF COLORADO
COUNTY OF SAN MIGUEL
KNOW ALL MEN BY THESE PRESENTS:
ASSIGNMENT AI\ID BILL OF SALE
THIS ASSIGI\iMENT AND BILL OF SALE (this "Assignment"), dated as of March 11,
2024, but effective as of 12:01 a.m., prevailing Central Time on March l, 2024 (the "Effective
Time"), is by and between Paradox Resources, LLC, a Texas limited liability company, and its
subsidiaries and affiliates: (i) Paradox Upstream, LLC; (ii) Paradox Midstream, LLC; (iii) Four
Corners Energy, LLC; (iv) Four Corners Pipeline, LLC; and (v) Neuhaus Barrett Investments,
LLC (individually and collectively, "Assignor"), and Green Natural Gas Ventures LLC, a
Delaware limited liability company ("Assignee"). Assignor and Assign@ are sometimes referred
to collectively herein as the "Parties" and individually as a "Partv."
WHEREAS, each Assignor is a debtor and debtor in possession under title I I of the United
States Code, 1 1 U. S.C. $ $ 101, et seq. (the "Bankruptcy Code"), and filed voluntary petitions for
relief under chapter I 1 of the Bankruptcy Code on May 22,2023 (the "Pe:lilion DglE") in the United
States Bankruptcy Court for the Southern Disfiict of Texas, Houston Division (the "Bankruptcy
Qourt"), where such bankruptcy cases are being jointly-administered under Case No. 23-90558
(the "Chapter I1 Cases");
WIIEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agreement
dated November 14, 2023, that certain First Amendment to Asset Purchase Agreement dated
January 4,2024, that certain Second Amendment to Asset Purchase Agreement dated February 7,
2024, and that certain Third Amendment to Asset Purchase Agreement dated March 5, 2024
(collectively, the "Purchase Agreement"), providing for the sale by Assignor of, and the purchase
by Assignee of, the Purchased Assets (as such term is defined in the Purchase Agreement), and the
terms and provisions of the Purchase Agreement shall not be deemed to have merged herein. [n
the event that any provision of this Assignment is construed to conflict with any provision of the
Purchase Agreement, the provisions of the Purchase Agreement shall be deemed controlling to the
extent of such conflict;
WHEREAS, references herein to terms which are defined separately herein or in the
Purchase Agreement shall have the meaning prescribed to such term herein or in the Purchase
Agreement as applicable, even if the term (as printed in this Assignment) is printed in a capitalized
text, in each case, unless the context expressly requires otherwise;
$
$
$
$
$
$
AI
$
$
108204433.12
WHEREAS, pursuant to Orders entered by the Bankruptcy Court in the Chapter I I Cases
on November 14,2023, January 12,2024, February 9,2024 and March 5,2024 (collectively, the"&-Qgb,"), Assignor is authorizd to sell the Purchased Assets to Assignee pursuant to the
terms and conditions of the Purchase Agreement;
WHEREAS, pursuant to the Order entered by the Bankruptcy Court in the Chapter 11
Cases on March 5,2024, Assignor is authorized to include Neuhaus Barrett Investments, LLC as
a selling party to the Purchase Agreement, and
NOW, TIIEREFORE, in oonsideration of the premises, the mutual promises herein made,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as torro*LTICLE
1
ASSIGI\MENT
1.1 Assiqnment.
Assignor hereby GRANTS, SELLS, TRANSFERS, ASSIGNS, CONVEYS AND
DELIVERS to Assignee and its successors and assigns, Free and Clear, all of Assignor's righq
title, and interest in and to the Purchased Assets including without limitation, the following (but
excluding (r) ary Excluded Assets, (y) the Property (as defined in the Deeds) which shall be
granted, sold, tansferred, assigned conveyed and delivered pursuant to the Deeds, and (z) the
portion of the Purchased Assets transferred and assigned pursuant to the GNG Colorado
Assignment and pursuant to the GNG Utah Assignment all as described in Section L3 below):
(i) (A) the Leases and Mineral Interests described on Exhibit A attached
hereto, and (B) those Leases and Mineral Interests located in or under (1) the lands covered by the
Leases or Mineral Interests described on E4!j!i!3! attached hereto (the "[ands"), and (2\ the
Leases and lands included in any units with which the Leases, the Mineral Interests, or the lands
covered thereby may have been pooled, unitized or communitized (collectively, the "Agqlgneg[
Leases");
(ii) (A) the wells described in Exhibit B-1 attached hereto and (B) any injection
wells owned by Assignor, including those injection wells described on Exhibit F2 attached hereto
((A) and (B) are, collectively, the "W.", and together with the Assigned Leases, the
"Properties");
(iii) all Hydrocarbons, helium, or other substances produced from or otherwise
attributable to the Properties, other Purchased Assets or otherwise acquired by Assignor from and
after the Effective Time, and all proceeds atfiibutable thereto;
(iv) all Hydrocarbons, helium, and other substances produced from or allocated
to the Purchased Assets in storage or existing in tanks, pipelines, or plants (including inventory)
as of the Effective Time, including tank bottoms and line fill;
(v) fees and proceeds from the gathering, transportation, processing, tolling,
storage, and marketing of Hydrocarbons, helium, or other substances from or otherwise
attributable to the Purchased Assets with respect to any period of time on and after the Effective
Time (in accordance with Section 8.10 of the Purchase Agreement);
(vi) the unitization, pooling and communitization agreements, declarations,
orders and the units created thereby relating to the Leases, Lands, or Wells or to the production,
gathering, treaflnent, processing, storage, sale, disposal and other handling of Hydrocarbons,
helium, or other substances, if any, atfributable to the Leases, I"ands, or Wells;
("ii) all physical assets, machinery, spare parts, furniture, fixtures, office
equipmentand supplies, packing materials, computer hardware, photocopiers, facsimile machines,
and other tangible personal property of every kind and description owned, leased (to the extent
such lease or leases are designated as Assigned Contacts and can be transferred to the Assignee),
or licensed (to &e extent such license(s) can be transferred to the Assignee) by Assignor, including
but not limited to all equipment on Assignor's depreciation schedule or asset lis! together with
any express or implied warranty by the manufacturers or Assignor or lessors of any item or
component part thereof and all maintenance records and other documents relating thereto;
(viii) Assignor's right, title and interest in and to all pipelines, pipeline gathering
systems, gas processing plants and facilities, piping, compressors, pumps, pumping units, motors,
fixtures, and related equipment and machinery, including, without limiatioq the gathering and
processing systems and pipelines identified on s!!!|!}3, attached hereto;
(ix) Assignor's right, title and interest in and to all gas processing facilities,
teatment facilities, helium recovery systems, condensate removal and handling facilities, storage
tanks and facilities, and other related facilities, including the Lisbon Valley Plant and other assets
identified on EI!14 attached hereto;
(*) all Contracts described on Exhibit C attached hereto (collectively, the
"Assi gned Contracts") ;
(*i) all Surface Interests described on Exhibit D attached hereto,
(xir) all overriding royalty interests belonging to Neuhaus Barrett Investments,
LLC as further described in Exhibit E attached hereto;
(xiii) except to the extent related to Excluded Assets and the Excluded Liabilities,
all Claims, refunds, abatements, variances, allocations, causes of action, Claims for relief, causes
of action, choses in action, righs of recovery, audit rights, rights of set-off, rights of indemnity,
contribution or recoupment, counterclaims, crossclaims and defensm of Assignor;
(xiv) all information, books, databases, files, records and data (whether in written
or electronic format) relating directly to any Purchased Asset and to any Assumed Liabilities,
which records shall include-all lease records, well records, well files, fitle records (including
abstracts of titlg title opinions and memoranda, and title curative documents), correspondence,
production records, geological surveys, seismic records, gravity maps, gravity meter surveys,
seismic surveys and other similar geological or geophysical surveys; and all other data (but only
to the extent transferable without material restriction (including a material restriction against
assignment without prior consent that is not overridden by the Bankruptcy Code)), and any other
proprietary data which Assignor has the right to obtain (either without the payment of money or
delivery of other consideration or unduly burdensome effort or, upon Assignee's written election,
at Assignee's expense) and relating to the ownership, operatiorq development, maintenance or
repair of, or the production, gathering, treatment, proc€ssing, storing, sale or disposal of
Hydrocarbons, helium, other substances, or produced water or waste gases (carbon dioxide) from,
the other Purchased Assets,provided, that if any Records can only be assigned to Assignee with a
fee or penalty, Assignee shall bear responsibility for such fee or penalty (collectively, subject to
the following exclusions, the "Records"). For the avoidance of doubt, the term Records specifically
excludes (A) records that Assignor is prohibited from disclosing or tansferring under any third
party agreement or applicable Legal Requirement (provided, that Assignor has used commercially
reasonable efforts to obtain waivers of any such confidentiality restrictions), (B) information
entitled to legal privilege, including attorney work product and attorney-client communications
(except for title opinions, which shall be included in the Records), (C) economic projections and
records of offers from or negotiations with, Assignee or third parties with respect to any proposed
transfer of any of the Purchased Assets and economic analyses associated therewith, and (D) those
records identified in Section 2.2(g) of the Purchase Agreement;
(*v) all trade credits, environmental credits for carbon dioxide sequestration or
otherwise, accounts receivable, note receivables, take or pay amounts receivablg and other
receivables attributable to the other Purchased Assets, with respect to any period of time on and
after the Effective Time;
(>.vi) to the extent that they may be assigned, all Permits that are primarily used
in connection with the ownership or operation of the Purchased Assets;
(xvii) all Claims for refunds of any Asset Taxes attributable to any period (or
portion thereof) for which Assignee is responsible for, and bears and pays such Asset Taxes
pursuant to Section 8.1(b) of the Purchase Agreement;
(xviii) all Intellectual Property; and
(xix) to the extent that they may be assigned, all Permits necessary for the
ownership or operation of the Purchased Assets or Properties described in Section 2.1(b) of the
Purchase Agreement and any applications for such Permits.
1.2 Excluded Assets.
Notwithstanding the foregoing, the Purchased Assets shall not include, and there is
exceptd, reserved and excluded from the transaction contemplated hereby, the Excluded Assets
described in Section 2.2 of the Purchase Agreement.
1.3 Convevances.
The Purchased Assets (as defined in the Purchase Agreement) covered by this Assignment
shall not include (i) the "Propert5/", as such term is defined in and covered bV (A) those certain
Special Warranty Deeds between Paradox Midstream, LLC as Grantor thereunder and Green
Natural Gas Ventures LLC, a Delaware limited liability company, as Crrantee thereunder and @)
that certain Special Warranty Deed between Four Corners Pipeline, LLC as Grantor thereunder
and Crreen Natural Gas Ventures LLC, a Delaware limited liability company, as Grantee
thereunder, executed contemporaneously herewith and dated effective as of the Effective Time
(together, the "Deeds"), (ii) the "Purchased Assets", as such term is defined in and covered by that
certain Assignment and Bill of Sale among Assignor as "Assignor" thereunder and GNG Colorado
Operating LLC, a Wyoming limited liability company ("GNG Colorado"), ur "Assignee"
thereunder executed contemporaneously herewith and dated effective as of the Effective Time (the
"GNG Colorado Assignment"); and (iii) the "Purchased Assets", as such term is defined in and
covered by that certain Assignment and Bill of Sale among Assignor as "Assignor" thereunder and
GNG Utah Operating LLC, a Wyoming limited liability company ("GNG Utah"), as "Assignee"
thereunder executed contemporaneously herewith and dated effective as of the Effective timi (the
"GNG Utah Assignmentl' and together with the Deeds, the GNG Colorado Assignment and ihis
Assig-nment, the "Conv€yances"). Assignor and Assignee agree that the Conveyances (including
all of the recorded counterparts thereof) are intended to collectively convey to Assignee, GNG
Colorado, and GNG Utah all of the Purchased Assets (as defined in the Purchase Agreement).
Assignor and Assignee acknowledge and agree that the Conveyances are not intended to effect
multiple conveyances of the same properties or interests in such properties covered hereby or
thereby or multiple assumptions by Assignee of the same Assumea Liabitities as described in the
Purchase Agreement.
ARTICLE 2
ADDITIONAL MATTERS
2.1 Disclaimers.
NOTWITHSTANDING A}INT{ING TO THE CONTRARY CONTAINED IN TTtrS
ASSIGNMENT, EXCEPT AS AND TO TIIE EXTENT DGRESSLY SET FORTH IN THIS
AS SIGNMENT OR IN TT{E OTHER TRANSACTION DOCUMENTS, ASSIGNOR MAKES NO
REPRESENTATIONS OR WARRANTIES WI{ATSOEVE& AND DISCLAIMS ALL
LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY,
STATEMENT OR INFORMATION MADE OR COMMTINICATED (ORALLY OR IN
WRITTNG) TO ASSIGNEE @{CLUDING A}ry OPINION, TNFORMATION, OR ADVTCE
THAT MAY HAVE BEEN PROVIDED TO ASSIGNEE BY AIVY AFFILIATE OR
REPRESENTATTVE OF ASSIGNOR OR BY ANY INVESTMENT BANK OR I}.I\IESTMENT
BANKING FIRM, ASSIGNOR'S COUNSEL, OR A}[Y OTI{ER AGENT, CONSULTANT, OR
REPRESENTATTVE OF ASSIGNOR). WITHOUT LIMITING TIIE GENERALITY OF TIM
FOREGOING, EXCEPT AS AND TO TT{E EXTENT DGRESSLY SET FORTH IN TI{IS
ASSIGNMENT OR IN TI{E OTI{ER TRANSACTION DOCUMENTS, ASSIGNOR
DGRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY,
EXPRESS, IMPLIED, AT COMMON LAW BY STATUTE, OR OTI{ERWISE, RELATING TO
(A) TT{E TITLE TO ANY OF TTIE PT]RC}IASED ASSETS, (B) THE CONDITION OF TTIE
PURCHASED ASSETS (INCLUDING ANY IMPLIED OR E)(PRESS WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS), IT BEING DISTINCTLY UNDERSTOOD THAT
TTIE PURCHASED ASSETS ARE BEING SOLD "AS [S," "\ryIfrRE IS,'' AND "WITH ALL
FAULTS AS TO ALL MATTERS,'' (C) ANY INFRINGEMENT BY ASSIGNOR OF ANY
PATENT OR PROPRTETARY RIGHT OF AIVY TI{IRD PARTY, (D) AIVY INFORMATION,
DATA, OR OTI{ER MATERIALS (WHETT{ER WRrrrEN OR ORAL) FURMST{ED TO
ASSIGNEE BY OR ON BEHALF OF ASSIGNOR, AND (E) THE ENVIRONMENTAL
CONDITION AND OTI{ER CONDITION OF TT{E PURCHASED ASSETS AND ANY
POTENTIAL LIABILITY ARISING FROM OR RELATED TO TI{E PTIRCHASED ASSETS.
2.2 Further Assurances.
The Parties agree to (a) fumish 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 other Transaction Documents; proided, that Assignor's covenants and
obligations after Closing shall be limited to the extent Assignor has employ@s or other resources
available for such purposes and provided,further,that nothing in this Section 2.2 or anywhere else
in this Assignment shall prohibit Assignor from ceasing operations or winding up its affairs
following the Closing all in accordance with applicable Legal Requirements. Without limiting the
generality of the preceding sentencg Assignor agrees to execute, acknowledge and deliver to
Assignee such other amendments, supplements, or other revisions to this Assignment (and the
Exhibits) as reasonably necessary to carry out the intent of this Assignment.
ARTICLE 3
MISCELLANEOUS
3.1 Amendment.
This Assignment may not be amended except by a written agreement executed by all of
the Parties.
3.2 Parties in Interest No Third Partv Beneficiaries.
This Assignment shall inure to the benefit of and be binding upon the Parties and their
respective successors and permiued assigns. This Assignment is for the sole benefit of the Parties
and their permiued assigns, and except as expressly provided in the Purchase Agreement, nothing
herein, express or implied, is intended to or shall confer upon any other Person any legal or
equitable benefiq claim, cause of action, remedy or right of any kind.
3.3 Severabilitv.
The provisions of this Assignment shall be deemed severable, and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other
provisions hereof. If any provision of this Assignment, or the application thereof to any Person or
any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be
substituted therefor in order to carry out, so far as may be valid and enforceablg the intent and
purpose of such invalid or unenforceable provision and (b) the remainder of this Assignment and
the application of such provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability.
3.4 Relationship of the Parties.
This Assignment does not create and it is not the purpose or intention of the Parties to
create any partnership, joint venture, general partnership, or other partnership relationship and
none will be inferred, and nothing in this Assignment will be construed to establish a fiduciary
relationship between the Parties for any pu{pose.
3.5 Governins Law: Consent to Jurisdiction and Venue:.Jury Trial Waiver.
(a) EXCEPT TO TIIE EXTENT TTIE MANDATORY PROVI$ONS OF TI{E
BANKRUP'TCY CODE APPLY, THIS ASSIGNMENT SHALL BE CIOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITTI, TT{E LEGAL REQI]IREMENTS OF TIIE STATE
OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
IN SUCH STATE WITTIOI-TT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF
LEGAL REQUIREMENTS OR ANY OTIIER LEGAL REQI]IREIVIENTS THAT WOULD
MAKE TI{E LEGAL REQUIREMENTS OF AI\IY OTI{ER JURISDICTION OTHER THAN
TT{E STATE OF TEXAS APPLICABLE HERETO.
O) Without limitation of any Party's right to appeal any Order of the Bankruptcy Court,
(i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Assignment
and to decide any claims or disputes which may arise or result from, or be connected with, this
Assignment, any breach or default hereunder, or the transactions contemplated hereby and (ii) any
and all claims relatingto the foregoing shall be filed and maintained only inthe Banlruptcy Court,
and the Parties hereby consent and submit to the exclusive jurisdiction and venue of the
Bankruptcy Court and irrevocably waive the defense of an inconvenient forum to the
maintenance of any such Proceeding; proided, however, that, if the Chapter t I Cases are closed,
all Proceedings arising out of or relating to this Assignment shall be heard and determined in a
Texas federal court sitting in Houston, Texas, and the Parties hereby irrevocably submit to the
exclusive jurisdiction and venue of such courts in any such Action or Proceeding and irrevocably
waive the defense of an inconvenient forum to the maintenance of any such Action or Proceeding.
The Parties consent to service of process by mail in accordance with the notice provisions of the
Purchase Agreement or any other manner permitted by Legal Requirement.
(c) EACH PARTY I{EREBY WAIVES, TO TTIE FULLEST EXTENT PERMITTED
BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY TN ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO TTIIS ASSIGNMENT, TI{E OTI{ER TRANSACTION DOCUMENTS OR
ANY OTHER AGREEMENT CONTEMPLATED IIERETO AND THERETO OR T}IE
TRANSACTIONS CONTEMPLATED TIEREBY OR TI{EREBY (WHETI{ER BASED ON
C0NTRACT, TORT OR ANY OTrmR TITEORY). EACH PARTY (A) CERTTFTES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTIIER PARTY HAS
REPRESENTED, EXPRESSLY OR OTTMRWISE, THAT SUCH OTTIER PARTY WOULD
NOT, IN TIIE EVENT OF LITIGATION, SEEK TO ENFORCE TTIE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND TIIE OTTIERPARTIES HAVE BEEN INDUCED
TO ENTER INTO THIS ASSIGNMENT BY, AMONG OTHER TIIINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
3.6 No Strict Construction.
Assignee, on the one hartd, and Assignor, on the other hand, participated jointly in the
negotiation and drafting of this Assignmen! and, in the event an ambiguity or question of intent
or interpretation arises, this Assignment shall be construed as jointly drafted by Assignee, on the
one hand, and Assignor, on the other hand, and no presumption or burden of proof shall arise
favoring or disfavoring any Pa4y by virtue of the authorship of any provision of this Assignment.
Without limitation as to the foregoing, no rule of strict construction construing ambiguitieJagainst
the draftsperson shall be applied against any Person with respect to this Assignment.
3.8 Counteroarts.
This Assignment and any amendment hereto may be executed in one or more counterparts
and by different Parties in separate counterparts, each of which shall be deemed to be an original
of this Assignment or such amendment and all of which, when taken together, shall constitute one
and the same agreement. Delivery of an executed counterpart of a signature page to this
Assignment or any amendment hereto by facsimile or other electonic mexrns (including portable
document format sent via email) shall be as effective as delivery of a manually executed
counterpart of this Assignment or such amendmen! as applicable.
[Signature Pages Follow]
The authorized representatives of Assignor and Assignee execute this Assignment on the
dates set forth in their respective acknowledgments hereto, but this Assignment shall be effective as
of the Effective Time as a conveyance of the Purchased Assets, and for all other purposes
contemplated by the Purchase Agreement.
ASSIGNOR:
PARADOX RESOURCES, LLC
PARADOX UPSTREAM,LLC
PARADOX MIDSTREAM, LLC
FOUR CORNERS ENERGY, LLC
FOUR CORNERS PIPELINE, LLC
NEUHAUS BARRETT INVESTMENTS, LLC
Sigtalm'e Page
to
Assignnent and Bill of Sale
ASSIGNEE:
CREEN NATURAL CAS VENTURES, LLC
)4By:
Name:
Title:
Peter Hornick
Authorized Sienatory
Slgnotroe Page
ta
As$gnncnt orrd Btll ofsale
ASSTGNOR'S ACIfl\OWLED GMENT
STATE OF TEXAS
COUNTY OF HARRIS
$
$
$
BEFORE ME, on *rr$uy of March, 2024,personally appeared Douglas J, Brickley,
known or proved to me to be the Chief Reskucturing Officer of Parailox Resources, LLC, a Texis
limited liability company, and acknowledged to me that he executed this insfument on behalf of
said company as Seller and Seller Agent pursuant to the Purchase Agreement.
BRIDGETALT€il TAOORE
[otary l0 #t 2,(l t 5i164
lrty Commlrrlon Explrer
January E,2426 Notary Public iil and for the State ofTexas
srArE oF Al6hl Voe,K
cor.rNrY oF Nthl YotK
ASSIGNEE'S ACKNOWLEDGMENT
$
$
$
BEFORE ME, on the_[ day of March,\Az4,personally appeared
'€?- FILQN Lct/. , known or proved to me to be the
to me that he
of Green Natural Gas Ventures, LLC, and acknowledged
Notary Public in and for the State of N{N \/6Qk
on behalf of said
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