Exhibit 10.3
CONTRIBUTION AND EXCHANGE AGREEMENT
(AllDale III)
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made effective as of July 1, 2026 (the “Effective Date”), by and among AllDale Minerals Management III, LLC, a Texas limited liability company (“AllDale III GP”), AllDale Minerals III, LP, a Texas limited partnership (“AllDale III LP”), Alliance Minerals, LLC, a Delaware limited liability company (“Alliance Minerals”), KC-AllDale, LLC, a Delaware limited liability company (“KC-AllDale”), the Joseph W. Craft III Foundation, an Oklahoma charitable trust (the “JWC III Foundation”), CC OilPlay LLC, a Delaware limited liability company (“CC OilPlay”), and AllRoy GP, LLC, a Delaware limited liability company (“AllRoy GP” and together with AllDale III GP, AllDale III LP, Alliance Minerals, KC-AllDale, JWC III Foundation, and CC OilPlay, each a “Party” and collectively, the “Parties”).
RECITALS
WHEREAS, capitalized terms used but not defined in this Agreement have the meanings given to them in the LP Agreement or the LLC Agreement (each as defined below), as applicable;
WHEREAS, on the Effective Date but immediately prior to giving effect to the transactions contemplated by this Agreement, (1) the Third Amended and Restated Agreement of Limited Partnership of AllDale III LP, dated May 15, 2017 (the “LP Agreement”), was amended by that certain First Amendment to the Third Amended and Restated Limited Partnership Agreement (the “First LPA Amendment”) which, along with certain related transaction documents, provided for, among other things, (a) the admission of new Limited Partners of AllDale III LP and (b) the redemption of limited partner Partnership Interests of certain Limited Partners of AllDale III LP; and (2) the Second Amended and Restated Limited Liability Company Agreement of AllDale III GP, dated July 1, 2017 (the “LLC Agreement”) was amended by that certain First Amendment to the Second Amended and Restated Limited Liability Company Agreement (the “First LLCA Amendment” and together with the First LPA Amendment, the “Amendments”) which, along with certain related transaction documents, provided for, among other things, (a) the admission of a new Member of AllDale III GP and (b) the redemption of Membership Interests of certain Members of AllDale III GP;
WHEREAS, as of the effectiveness of the Amendments, but before giving effect to the transactions contemplated by this Agreement, (1) AllDale III GP continued to be the sole General Partner of AllDale III LP and continued to hold a general partner Partnership Interest with a Sharing Ratio of 2.007% (the “GP Interest”), (2) Alliance Minerals and KC-AllDale collectively owned all of the Membership Interests in AllDale III GP, and (3) Alliance Minerals, KC-AllDale, JWC III Foundation, and CC OilPlay collectively owned all of the limited partner Partnership Interests in AllDale III LP; and
WHEREAS, the Parties desire for the following to occur simultaneously under this Agreement: (1) AllDale III GP will contribute the GP Interest to AllDale III LP in exchange for certain limited partner Partnership Interests in AllDale III LP (the “LP Interests”); (2) AllDale III GP will immediately distribute the LP Interests to its Members; (3)(a) AllDale III GP will withdraw as the General Partner of AllDale III LP, (b) all of the Partners of AllDale III LP will approve the withdrawal, waive any conflicting provisions in the LP Agreement, consent to the
reconstitution of the Partnership, and appoint AllRoy GP as the substituted General Partner of AllDale III LP, and (c) AllRoy GP will accept this appointment as the substituted General Partner and be issued a non-economic general partner Partnership Interest in AllDale III LP; and (4) the LP Agreement, as amended by the First LPA Amendment, will be amended and restated in its entirety as set out in the Fourth A&R LPA (as defined below), with the effect of the foregoing being that all Partnership Interests in the Partnership are held in the amounts set out on Exhibit A. Exhibit A reflects the Partners Schedule (Schedule A) to the Fourth A&R LPA.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
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[Signature Pages Attached]
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THIS CONTRIBUTION AND EXCHANGE AGREEMENT is made and effective as of the Effective Date.
| AllDale Minerals Management III, LLC, a Texas limited liability company | ||
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| By: | /s/ R. Eberley Davis | |
| | R. Eberley Davis, Authorized Officer | |
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| AllDale Minerals III, LP, a Texas limited partnership | ||
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| By: | AllDale Minerals Management III, LLC, a Texas limited liability company (the withdrawing General Partner) | |
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| | By: | /s/ R. Eberley Davis | | |
| | | R. Eberley Davis, Authorized Officer | ||
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| By: | AllRoy GP, LLC, a Delaware limited liability company (the substituted General Partner) | |||
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| | By: | /s/ R. Eberley Davis | | |
| | | R. Eberley Davis, Senior Vice-President, General Counsel and Secretary | ||
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| Alliance Minerals, LLC, a Delaware limited liability company | ||||
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| By: | /s/ R. Eberley Davis | | ||
| | R. Eberley Davis, Senior Vice-President, General Counsel and Secretary | |||
Signature Page
Contribution And Exchange Agreement
| KC-AllDale, LLC, a Delaware limited liability company | ||||
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| | By: | Craft Capital, LLC, its Managing Member | ||
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| | By: | /s/ Mark Fiddes | | |
| | | Mark Fiddes, Investment Manager | ||
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| Joseph W. Craft III Foundation, an Oklahoma charitable trust | ||||
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| By: | /s/ Joseph W. Craft III | | ||
| | Joseph W. Craft III, Trustee | |||
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| CC OilPlay LLC, a Delaware limited liability company | ||||
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| By: | /s/ Deborah Lackey | | ||
| | Deborah Lackey, Manager | |||
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| AllRoy GP, LLC, a Delaware limited liability company | ||||
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| By: | /s/ R. Eberley Davis | | ||
| | R. Eberley Davis, Senior Vice-President, General Counsel and Secretary | |||
Signature Page
Contribution And Exchange Agreement
EXHIBIT A
Partnership Interests in AllDale Minerals III, LP
Name | General Partner Interest | Limited Partner Interest / Percentage |
AllRoy GP, LLC | 100.000% (non-economic) | 0.000% |
Alliance Minerals, LLC | 0.000% | 46.920% |
KC-AllDale, LLC | 0.000% | 17.408% |
Joseph W. Craft III Foundation | 0.000% | 17.836% |
CC OilPlay LLC | 0.000% | 17.836% |
Total | 100.000% | 100.000% |
EXHIBIT A
CONTRIBUTION AND EXCHANGE AGREEMENT