Exhibit 10.4
CONTRIBUTION AND EXCHANGE AGREEMENT
(AllDale IV)
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made effective as of July 1, 2026 (the “Effective Date”), by and among AllDale Minerals Management IV, LLC, a Texas limited liability company (“AllDale IV GP”), AllDale Minerals IV, LP, a Texas limited partnership (“AllDale IV LP”), Alliance Minerals, LLC, a Delaware limited liability company (“Alliance Minerals”), KC-AllDale IV, LLC, a Delaware limited liability company (“KC-AllDale IV”), and AllRoy GP, LLC, a Delaware limited liability company (“AllRoy GP” and together with AllDale IV GP, AllDale IV LP, Alliance Minerals and KC-AllDale IV, 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 First Amended and Restated Agreement of Limited Partnership of AllDale IV LP, dated July 11, 2018 (as subsequently amended, the “LP Agreement”), was amended by that certain Second Amendment to the First Amended and Restated Limited Partnership Agreement (the “Second LPA Amendment”) which, along with certain related transaction documents, provided for, among other things, (a) the admission of a new Limited Partner of AllDale IV LP and (b) the redemption of limited partner Partnership Interests of certain Limited Partners of AllDale IV LP; and (2) the First Amended and Restated Limited Liability Company Agreement of AllDale IV GP, dated March 25, 2019 (the “LLC Agreement”) was amended by that certain First Amendment to the First Amended and Restated Limited Liability Company Agreement (the “First LLCA Amendment” and together with the Second 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 IV GP and (b) the redemption of Membership Interests of certain Members of AllDale IV GP;
WHEREAS, as of the effectiveness of the Amendments, but before giving effect to the transactions contemplated by this Agreement, (1) AllDale IV GP continued to be the sole General Partner of AllDale IV LP and continued to hold a general partner Partnership Interest with a Sharing Ratio of 3.7771% (the “GP Interest”), (2) Alliance Minerals and KC-AllDale IV collectively owned all of the Membership Interests in AllDale IV GP, and (3) Alliance Minerals and KC-AllDale IV collectively owned all of the limited partner Partnership Interests in AllDale IV LP; and
WHEREAS, the Parties desire for the following to occur simultaneously under this Agreement: (1) AllDale IV GP will contribute the GP Interest to AllDale IV LP in exchange for certain limited partner Partnership Interests in AllDale IV LP (the “LP Interests”); (2) AllDale IV GP will immediately distribute the LP Interests to its Members; (3)(a) AllDale IV GP will withdraw as the General Partner of AllDale IV LP, (b) all of the Partners of AllDale IV 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 IV 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 IV LP; and (4) the LP Agreement, as amended by the Second LPA Amendment, will be amended and restated in its entirety as set out in the Second 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 Second 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 IV, LLC, a Texas limited liability company | ||
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| By: | /s/ R. Eberley Davis | |
| | R. Eberley Davis, Authorized Officer | |
| AllDale Minerals IV, LP, a Texas limited partnership | |||
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| By: | AllDale Minerals Management IV, LLC, a Texas limited liability company (the withdrawing General Partner) | ||
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| | By: | /s/ R. Eberley Davis | |
| | | R. Eberley Davis, Authorized Officer | |
| 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 | |
| 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 IV, 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 | |
| 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 IV, LP
Name | General Partner Interest | Limited Partner Interest / Percentage |
AllRoy GP, LLC | 100.000% (non-economic) | 0.000% |
Alliance Minerals, LLC | 0.000% | 78.573% |
KC-AllDale IV, LLC | 0.000% | 21.427% |
Total | 100.000% | 100.000% |
EXHIBIT A
CONTRIBUTION AND EXCHANGE AGREEMENT