SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

7,800,133

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

7,800,133

0001193125-20-219188.txt : 20200813 0001193125-20-219188.hdr.sgml : 20200813 20200813163215 ACCESSION NUMBER: 0001193125-20-219188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200813 DATE AS OF CHANGE: 20200813 GROUP MEMBERS: GARY WEST GROUP MEMBERS: MARY WEST GROUP MEMBERS: RANDALL ROCHMAN GROUP MEMBERS: WEST INVESTMENT HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSATLANTIC PETROLEUM LTD. CENTRAL INDEX KEY: 0001092289 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79343 FILM NUMBER: 201099783 BUSINESS ADDRESS: STREET 1: 16803 DALLAS PARKWAY CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 214-220-4323 MAIL ADDRESS: STREET 1: 16803 DALLAS PARKWAY CITY: ADDISON STATE: TX ZIP: 75001 FORMER COMPANY: FORMER CONFORMED NAME: TRANSATLANTIC PETROLEUM CORP. DATE OF NAME CHANGE: 20050527 FORMER COMPANY: FORMER CONFORMED NAME: TRANSATLANTIC PETROLEUM CORP DATE OF NAME CHANGE: 20000918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: West Family Investments, Inc. CENTRAL INDEX KEY: 0001568303 IRS NUMBER: 451291185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVE, SUITE 810 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847) 328-0747 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVE, SUITE 810 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D/A 1 d926376dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

TransAtlantic Petroleum Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G89982113

(CUSIP Number)

Randall Rochman

West Family Investments, Inc.

1603 Orrington Ave., Suite 810

Evanston, IL 60201

(847) 238-0711

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 7, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ☐.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G89982113


1		NAME OF REPORTING PERSON West Family Investments, Inc. (45-1291185)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUSANT TO ITEMS 2(d) OR (2)(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. G89982113


1		NAME OF REPORTING PERSON Gary West
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUSANT TO ITEMS 2(d) OR (2)(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

CUSIP No. G89982113


1		NAME OF REPORTING PERSON Mary West
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUSANT TO ITEMS 2(d) OR (2)(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

CUSIP No. G89982113


1		NAME OF REPORTING PERSON West Investment Holdings, LLC (32-0359590)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUSANT TO ITEMS 2(d) OR (2)(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. G89982113


1		NAME OF REPORTING PERSON Randall Rochman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUSANT TO ITEMS 2(d) OR (2)(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

This Amendment No. 2 to Schedule 13D (this “Second Amendment”) amends and supplements the Schedule 13D originally filed on December 16, 2016 as amended by Amendment No. 1 filed on July 5, 2017 (collectively, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Schedule 13D.

This Second Amendment is being filed to make updates and amendments to the Schedule 13D as follows:

Item 1.

Security and Issuer

There are no changes to the Item 1 information previously filed.

Item 2.

Identity and Background

There are no changes to the Item 2 information previously filed.

Item 3.

Source and Amount of Funds or Other Consideration

There are no changes to the Item 3 information previously filed.

Item 4.

Purpose of Transaction

Item 4 is hereby amended by deleting the following language:

“On July 1, 2017 the 13% Convertible Notes listed in Item 5 (the “Notes”) matured and the full principal amount and interest was paid to the holders on July 3, 2017. This transaction caused the Notes to no longer be convertible into the Issuer’s Common Shares.

The Reporting Persons hold the Shares as reported herein for investment purposes. The Reporting Persons may acquire additional Shares in future transactions. The Reporting Persons have no plans or proposals which relate to, or may result in, any of the items listed in items 4(a)-(j) of Schedule 13D.”

Item 4 is hereby amended and supplemented by inserting the following language:

“Contribution Agreement

On August 7, 2020, immediately prior to but contingent upon the execution of the Merger Agreement (defined below), the holders of the Series A Preferred Stock (the “Series A Holders) of TransAtlantic Petroleum Ltd., (the “Issuer”) and TAT Holdco LLC, a Texas limited liability company (“Parent”) entered into a Contribution Agreement, whereby the Series A Holders (including each Reporting Person) each agreed to contribute, directly or indirectly, all of their Preferred Stock to Parent in exchange for Series A Membership Interests of the Parent, in each case, effective upon and contingent upon the consummation of the Merger (defined below) (the “Contribution”).

The foregoing description of the Contribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Contribution Agreement, as copy of which is filed as Exhibit 99.1 to this Second Amendment and incorporated herein by reference in its entirety into this Item 4.

Agreement and Plan of Merger

On August 7, 2020, the Issuer, Parent and TAT Merger Sub LLC, a Texas limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Issuer will merge with and into the Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity and wholly-owned subsidiary of Parent.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock of Issuer, par value US$0.10 (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger shall be converted automatically into the right to receive US$0.13 in cash and without interest.

The completion of the Merger is subject to certain customary closing conditions, including: (i) receipt of approval of the Merger Agreement by written consent of 75% of the holders of Common Stock and 75% of the holders of stock of Issuer designated as the “12.0% Series A Convertible Redeemable Preferred Shares”, par value $0.01 (“Preferred Stock”); (ii) the absence of any governmental order prohibiting the consummation of the Merger or other transactions contemplated by the Merger Agreement, including the Merger; and (iii) receipt of all consents, approvals and other authorizations of any governmental entity or any third person required to consummate the Merger and other transactions contemplated by the Merger Agreement.

Parent, Merger Sub and the Issuer have made customary representations, warranties and covenants in the Merger Agreement. Subject to certain exceptions, Parent, Merger Sub and Issuer have agreed, among other things, to covenants relating to the conducts of their business during the interim period between the execution of the Merger Agreement and the consummation of the Merger including, but not limited to, (i) limitations regarding assumption of indebtedness, modifications to material contracts and issuance of dividends, (ii) entertaining or entering into acquisitions with third parties, and (iii) filing Rule 13E-3 transaction statements.

The Merger Agreement further contains termination rights that may be exercised by the Parent and Merger Sub, or the Issuer, as applicable, including in the event that (i) Parent, Merger Sub and Issuer agree by mutual written consent to terminate the Merger Agreement, (ii) the Merger is not consummated within 180 days of execution of the Merger Agreement, (iii) any law promulgated by a governmental authority prohibits the consummation of the Merger, (iv) an order from a governmental authority restrains, enjoins or otherwise prohibits consummation of the Merger, and such order has become final and non-appealable.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Merger Agreement, a copy of which is filed as Exhibit 2.1 of the issuer’s Form 8-K, filed with the Commission on August 10, 2020.

Transaction Agreement

On August 7, 2020, immediately prior to but contingent upon the execution of the Merger Agreement, the Series A Holders and Parent, entered into the Agreement (the “Transaction Agreement”), pursuant to which, among other things, subject to the terms and conditions therein, the Series A Holders agreed to vote, consent or execute a written consent, covering all of the Preferred Shares and all Common Stock, whether currently owned or subsequently acquired by them (the “Covered Shares”), approving the Merger, the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, and waiving any appraisal or rights to dissent in connection with the Merger.

The Transaction Agreement also generally prohibits the Series A Holders from transferring the Covered Shares. The Transaction Agreement terminates upon the written agreement of the parties to the Transaction Agreement or on March 31, 2021.

The foregoing description of the Transaction Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Transaction Agreement, a copy of which is filed as Exhibit 99.2 to this Second Amendment and incorporated herein by reference in its entirety into this Item 4.”

Item 5.

Interest in Securities of the Issuer

(a)

Adviser

(1)

Amount beneficially owned by the Adviser: 7,800,133⁽¹⁾

(2)

Percent: 10.66%⁽²⁾

Gary West

(1)

Amount beneficially owned by Gary West: 7,800,133⁽³⁾

(2)

Percent: 10.66%⁽²⁾

Mary West

(1)

Amount beneficially owned by Mary West: 7,800,133⁽⁴⁾

(2)

Percent: 10.66%⁽²⁾

WIH

(1)

Amount beneficially owned by WIH: 7,447,086⁽⁵⁾

(2)

Percent: 10.18%⁽⁶⁾

Randall Rochman

(1)

Amount beneficially owned by Randall Rochman: 1,296,180⁽⁷⁾

(2)

Percent: 1.87%⁽⁸⁾

(b)

Adviser

(1)

Sole power to vote or to direct the vote: 0

(2)

Shared power to vote or direct the vote: 7,800,133

(3)

Sole power to dispose or to direct the disposition of: 0

(4)

Shared power to dispose or to direct the disposition of: 7,800,133

Gary West

(1)

Sole power to vote or to direct the vote: 0

(2)

Shared power to vote or direct the vote: 7,800,133

(3)

Sole power to dispose or to direct the disposition of: 0

(4)

Shared power to dispose or to direct the disposition of: 7,800,133

Mary West

(1)

Sole power to vote or to direct the vote: 0

(2)

Shared power to vote or direct the vote: 7,800,133

(3)

Sole power to dispose or to direct the disposition of: 0

(4)

Shared power to dispose or to direct the disposition of: 7,800,133

WIH

(1)

Sole power to vote or to direct the vote: 0

(2)

Shared power to vote or direct the vote: 7,447,086

(3)

Sole power to dispose or to direct the disposition of: 0

(4)

Shared power to dispose or to direct the disposition of: 7,447,086

Randall Rochman

(1)

Sole power to vote or to direct the vote: 1,296,180

(2)

Shared power to vote or direct the vote: 0

(3)

Sole power to dispose or to direct the disposition of: 1,296,180

(4)

Shared power to dispose or to direct the disposition of: 0

(c)

Adviser

The Common Shares owned includes 631,912 shares of common stock issued as a dividend on the 100,000 shares of 12% Series A Convertible Redeemable Preferred Shares of the Issuer held by the Adviser on July 30, 2020.

Randall Rochman

The Common Shares owned includes 94,787 shares of common stock issued as a dividend on the 15,000 shares of 12% Series A Convertible Redeemable Preferred Shares of the Issuer held by Randall Rochman on July 30, 2020.

(1)

The Adviser is an investment adviser exempt from registration pursuant to 17 C.F.R. Section 275.202(a)(11)(G)-1. The Adviser does not own any of the Shares directly, but maintains complete investment and voting power and authority with respect to all of the Shares under management arrangements entered into by and between the Adviser and the direct owners of the Shares (as further detailed in Item 6 herein), none of whom, besides WIH, own more than 5% of the class of the Issuer’s securities to which this filing pertains. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Adviser may be deemed to beneficially own all of the Shares (constituting approximately 10.66% of the Issuer’s Shares outstanding).

The Shares represent 3,224,733 Common Shares of the Issuer beneficially owned by the Reporting Person set forth above, plus 4,575,400 Common Shares of the Issuer that the Reporting Person has the right to acquire within 60 days by way of conversion of the Series A Preferred Shares.

(2)	Based on 68,586,290 Common Shares of the Issuer outstanding as of July 30, 2020, increased by 4,575,400 Common Shares that the Reporting Person has the right to acquire by way of conversion of the Series A Preferred Shares, totaling 73,161,690 Common Shares.

(3)

Gary West acts as a principal of the Adviser. Gary West does not own, vote or direct the vote of any of the Shares directly but, as a principal of the Adviser, may be deemed to have the power to vote the Shares or direct the disposition of the Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, Gary West may be deemed to beneficially own all of the Shares (constituting approximately 10.66% of the Issuer’s Common Shares outstanding).

The shares represent 3,224,733 Common Shares of the Issuer beneficially owned by the Reporting Person set forth above, plus 4,575,400 Common Shares of the issuer that the Reporting Person has the right to acquire within 60 days by way of conversion of the Series A Preferred Shares.

(4)

Mary West acts as a principal of the Adviser. Mary West does not own, vote or direct the vote of any of the Shares directly but, as a principal of the Adviser, may be deemed to have the power to vote the Shares or direct the disposition of the Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, Mary West may be deemed to beneficially own all of the Shares (constituting approximately 10.66% of the Issuer’s Common Shares outstanding).

(5)

The 2,871,686 Common Shares of the Issuer beneficially are owned directly by WIH, plus 4,575,400 Common Shares of the Issuer that WIH has the right to acquire within 60 days by way of conversion of the Series A Preferred Shares (constituting approximately 10.18% of the Issuer’s Common Shares outstanding).

(6)	Based on 68,586,290 Common Shares of the Issuer outstanding as of July 30, 2020, increased by 4,575,400 Common Shares that the Reporting Person has the right to acquire by way of conversion of the Series A Preferred Shares, totaling 73,161,690 Common Shares.

(7)

The 609,870 Common Shares of the Issuer beneficially are owned directly by Randall Rochman, plus 686,310 Common Shares of the Issuer that he has the right to acquire within 60 days by way of conversion of the Series A Preferred Shares of the Issuer (constituting approximately 1.87% of the Issuer’s Common Shares outstanding).

(8)	Based on 68,586,290 Common Shares of the Issuer outstanding as of July 30, 2020, increased by 686,310 Common Shares that the Reporting Person has the right to acquire by way of conversion of the Series A Preferred Shares, totaling 69,272,600 Common Shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by the addition of the information set forth in Item 4 above, which information is incorporated into this Item 6 by reference.

The Shares are owned by various entities, trusts, funds and accounts (the “Owners”) managed by the Adviser, which each have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares, and who could each terminate their respective investment advisory relationship with the Adviser and then subsequently manage the Shares held by such Owner. None of the Owners, except WIH, included in this filing, holds more than 5% of the outstanding Shares of the Issuer as of August 10, 2020.

The Adviser does not own any of the Shares directly, but maintains complete investment and voting power and authority with respect to all of the Shares under management arrangements entered into by and between the Adviser and the direct owners of the Shares, none of whom, besides WIH, own more than 5% of the class of the Issuer’s securities to which this filing pertains.

Item 7. Material to be Filed as Exhibits


Exhibit 99.1		Contribution Agreement, dated as of August 7, 2020

Exhibit 99.2		Transaction Agreement, dated as of August 7, 2020

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 11, 2020


		WEST FAMILY INVESTMENTS, INC.

		By:		/s/ Randall Rochman
		Name: Randall Rochman
		Title: CEO

		WEST INVESTMENT HOLDINGS, LLC

		By:		West Family Investments, Inc., its Manager

		By:		/s/ Randall Rochman
		Name: Randall Rochman
		Title: CEO

		GARY WEST

		By:		/s/ Gary West
		Name: Gary West
		Title: Authorized Signatory

		MARY WEST

		By:		/s/ Mary West
		Name: Mary West
		Title: Authorized Signatory

		RANDALL ROCHMAN

		By:		/s/ Randall Rochman
		Name: Randall Rochman
		Title: Authorized Signatory

EX-99.1 2 d926376dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT, dated as of August 7, 2020 (this “Agreement”) is made and entered into by and among TAT Holdco LLC, a Texas limited liability company (“Transferee”), and the equity holders of TransAtlantic Petroleum Ltd., a Bermuda exempted company (“TAT”) listed on Schedule A hereto (“Transferors”).

RECITALS

WHEREAS, pursuant and subject to the conditions set forth in that certain Agreement and Plan of Merger by and among Transferee, TAT Merger Sub LLC, a Texas limited liability company (“Merger Sub”) and TAT, dated as of August 7, 2020 (the “Merger Agreement”), TAT shall be merged with and into Merger Sub and the holders of all of the issued and outstanding Common Shares, par value $0.10 per share, of TAT (the “Common Shares”) will receive cash consideration in exchange for such Common Shares; and

WHEREAS, in connection with and as a condition to the transactions contemplated by the Merger Agreement (the “Merger”), immediately prior to but contingent upon the consummation of the Merger, Transferors desire to, directly or indirectly through an entity wholly-owned by each Transferor, contribute the shares of 12% Series A Convertible Redeemable Preferred Shares held by them (the “Contributed Shares”) to Transferee in exchange for Series A Membership Interests of Transferee in the amounts set forth after such Transferor’s name on Schedule A (collectively, the “Units”);

WHEREAS, in connection with and as a condition to the Merger, immediately prior to but contingent upon the consummation of the Merger, Transferors desire to, directly or indirectly through an entity wholly-owned by each Transferor, contribute the cash consideration set forth after such Transferor’s name on Schedule A (the “Cash Contribution”) for the payment by Transferee of the consideration payable as part of the Merger and the payment of other costs and expenses which may be payable in connection with the Merger;

WHEREAS, Transferee desires to issue the Units to Transferors in exchange for the Contributed Shares and Cash Contribution; and

WHEREAS, Transferors and Transferee intend the contribution of the Contributed Shares by Transferors in exchange for the issuance of the Units to qualify for nonrecognition of gain under Section 721(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used herein without definition shall have their respective meanings assigned thereto in the Merger Agreement.

ARTICLE II

CONTRIBUTION

2.1 Contribution.

(a) Subject to the terms and conditions of this Agreement and subject to the satisfaction of the conditions to the Merger set forth in the Merger Agreement, each Transferor severally agrees to (i) contribute, convey, grant, transfer and deliver to Transferee, and Transferee agrees to accept and take delivery from each Transferor of, the Contributed Shares set forth on Schedule A, free and clear of any lien, claim or encumbrance of any nature whatsoever, and (ii) contribute to Transferee such Transferor’s portion of the Cash Contribution set forth on Schedule A.

(b) The contribution of the Contributed Shares by each Transferor to Transferee pursuant to the terms of this Agreement shall constitute a contribution transaction under which all the benefits and risks relating to the Contributed Shares shall pass from Transferors to Transferee conclusively and shall not constitute in any way a lending transaction or any other transaction.

2.2 Consideration. Subject to the terms and conditions of this Agreement, in consideration of the contribution of the Contributed Shares and the Cash Contribution to Transferee by each Transferor, Transferee shall issue to such Transferor such number of Units set forth after such Transferor’s name on Schedule A.

2.3 Closing.

(a) Subject to the terms and conditions set forth herein, the closing of the transactions contemplated by this Agreement shall take place immediately prior to, but contingent upon, the Closing under the Merger Agreement (the “Closing Time”), at the offices of Foley & Lardner LLP, 2021 McKinney Avenue, Suite 1600, Dallas, Texas 75201, or at such other place and time as the parties thereto may agree. Closing may also occur via the electronic exchange of signature pages.

(b) On or prior to the Closing Time, each Transferor shall execute or deliver to Transferee all certificates, if any, representing Contributed Shares, duly endorsed to Transferee or with duly endorsed transfer powers in substantially the form attached.

(c) Concurrently with the execution of this Agreement, each of the Transferors shall have executed and delivered a counterpart signature page to the Limited Liability Company Agreement of TAT Holdco LLC, dated August 7, 2020 (the “Operating Agreement”), and the Transaction Agreement, dated August 7, 2020, entered into by and among each Transferor and N. Malone Mitchell III (the “Transaction Agreement”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EACH TRANSFEROR

Each Transferor severally represents and warrants to Transferee that the following statements are, and as of the Closing Time, will be, true and correct with respect to such Transferor. No Transferor makes any representation or warranty in this Article III with respect to any other Transferor.

3.1 Authority and Capacity. Each Transferor possesses all requisite legal right, power, authority and capacity to execute, deliver and perform this Agreement, and each other agreement, instrument and document to be executed and delivered by such Transferor in connection herewith, and consummate the transactions contemplated herein and therein.

3.2 Execution and Delivery; Enforceability. This Agreement has been, and each other document, instrument or agreement to be executed and delivered by such Transferor in connection herewith will upon such delivery be, duly executed and delivered by such Transferor, and constitutes, or will upon such delivery constitute, the legal, valid and binding obligation of Transferor, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity.

3.3 Investment Intent. Transferor acknowledges that the Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Transferor is an “accredited investor” as defined in Regulation D promulgated under the Securities Act and possesses such knowledge and experience in financial and business matters that it or he is capable of evaluating the merits and risks of such Transferor’s investments hereunder and has the net worth to undertake such risks. Transferor is in a financial position to hold the Units for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of such Transferor’s investment therein. Transferor recognizes that such Transferor’s investment involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of Transferee and its subsidiaries. Transferor is acquiring the Units for Transferor’s own account, for investment purposes only and not with a view to the distribution thereof. Transferor has been given access to full and complete information regarding Transferee and its subsidiaries, has had the opportunity to meet with representatives of Transferee and its subsidiaries to ask questions of, and receive answers from such representatives concerning Transferee and its subsidiaries, and has utilized such access to such Transferor’s satisfaction for the purpose of obtaining the information such Transferor believes is relevant to making such Transferor’s decision to acquire the Units. Transferor agrees that the Units will not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except in compliance with the Securities Act. Transferor acknowledges that the Units are being issued pursuant to exemptions from the registration requirements of the United States and the state of such Transferor’s residence, that no securities commission or regulatory authority has approved, passed upon, or endorsed the merits of this offering, nor is it intended that any such agency will do so. Transferor is a resident and domiciliary (not a temporary or transient resident) of the jurisdiction listed after such Transferor’s name on Schedule A, has no present intention to become a resident of any other jurisdiction, and all communications, written or oral, concerning the Units have been directed to Transferor in and received by such Transferor in such jurisdiction.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

4.1 Organization, Good Standing, Authority. Transferee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas and has all requisite limited liability company power and authority to carry on its business as presently conducted and as proposed to be conducted and to execute, deliver and perform this Agreement, and each other agreement, instrument and document to be executed and delivered by Transferee, and consummate the transactions contemplated herein and therein.

4.2 Authorization. All limited liability company action required to be taken by the board of managers of Transferee and the members of Transferee in order to authorize Transferee to enter into this Agreement and each other document, instrument or agreement to be executed and delivered by Transferee in connection herewith, to perform its obligations herein or therein, and to issue the Units at the Closing Time, has been taken or will be taken prior to the Closing Time. All action on the part of the officers of Transferee necessary for the execution and delivery of this Agreement and each other document, instrument or agreement to be executed and delivered by Transferee in connection herewith, the performance of all obligations of Transferee under this Agreement and each other document, instrument or agreement to be executed and delivered by Transferee in connection herewith, to be performed as of the Closing Time, and the issuance and delivery of the Units, has been taken or will be taken prior to the Closing Time.

4.3 Enforceability. This Agreement has been, and each other document, instrument or agreement to be executed and delivered by Transferee in connection herewith will upon such delivery be, duly executed and delivered by Transferee, and constitutes, or will upon such delivery constitute, the legal, valid and binding obligation of Transferee, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity.

4.4 Capitalization. The authorized and issued capital of Transferee consists, immediately after the Closing Time, of 100,000 Series A Membership Interests and constitutes all Units issued to the Transferors pursuant to this Agreement. Assuming payment of the consideration set forth herein, all of the outstanding units of Transferee will be duly authorized, fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

4.5 Valid Issuance of Units. The Units, when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Operating Agreement and the Transaction Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Transferor.

ARTICLE V

COVENANTS AND AGREEMENTS

5.1 Further Assurances. From and after the date of this Agreement, each Transferor shall execute any and all further documents, agreements and instruments and take all further actions that may be required under applicable law or that Transferee may reasonably request in order to effectuate the transactions contemplated by this Agreement including, without limitation, perfecting Transferee’s ownership of the Contributed Shares.

5.2 Transfer Restrictions. The parties hereto agree that the transfer of Units shall be governed by the terms and provisions of the Operating Agreement and the Transaction Agreement. The parties acknowledge and agree that a Transferor may, prior to the closing of the transactions contemplated by this Agreement, transfer Contributed Shares pursuant to a Permitted Transfer (as defined in the Operating Agreement) so long as the recipient of such Contributed Shares signs a joinder to this Agreement agreeing to be bound by its terms and the terms of the Operating Agreement.

5.3 Contribution Under Section 721. The parties hereto hereby agree that the contribution of the Contributed Shares by Transferors to Transferee in exchange for the Units shall be treated by the parties hereto for all purposes as a contribution to the capital of Transferee qualifying for nonrecognition of gain under Section 721(a) of the Code, and no party hereto shall take any position on a tax return or in any administrative or judicial proceedings inconsistent with such treatment.

ARTICLE VI

MISCELLANEOUS

6.1 Termination. This Agreement shall terminate and be of no further force and effect upon the termination of the Merger Agreement.

6.2 Notices. All notices, requests and other communications required or permitted to be given hereunder shall be in writing and may be delivered by hand, by facsimile, by nationally recognized private air courier, or by United States mail. Notices delivered (i) by mail and facsimile shall be deemed given upon receipt and (ii) by hand shall be deemed given upon delivery. All notices shall be addressed as follows:

If to Transferee:

TAT Holdco LLC

16803 Dallas Parkway

Addison, Texas 75001

Attn: Michael S. Haynes

Facsimile: (972) 590-9931

Email: Michael.Haynes@riatacg.com

With a copy (which shall not constitute notice) to:

Foley & Lardner LLP

2021 McKinney Avenue, Suite 1600

Dallas, TX 75201

Attn: Robert Sarfatis

Facsimile: (214) 999-4667

Email: rsarfatis@foley.com

If to a Transferor, to such Transferor’s address set forth on Schedule A annexed hereto; and/or to such other respective addresses and/or addressees as may be designated by notice given in accordance with the provisions of this Section 6.2.

6.3 Entire Agreement. This Agreement, the Merger Agreement, the Operating Agreement and the Transaction Agreement, and the instruments to be delivered by the parties hereto pursuant to the provisions hereof and thereof constitute the entire agreement between the parties hereto relating to the subject matter herein and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. Any amendments, or alternative or supplementary provisions, to this Agreement, must be made in writing and duly executed by an authorized representative or agent of each of the parties hereto.

6.4 Non-Waiver. The failure in any one or more instances of a party hereto to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

6.5 Counterparts. This Agreement may be executed in multiple counterparts and by facsimile or by electronic mail with scan or attachment signature, each of which shall be deemed to be an original of any party hereto executing the same, and all such counterparts shall constitute but one instrument.

6.6 Applicable Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the Laws of the State of Delaware applicable to contracts made in that state.

6.7 Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. Nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

6.8 Assignability. Neither this Agreement nor any right, interest or obligation hereunder shall be assignable by any party hereto without the prior written consent of the other parties hereto except (a) for assignments and transfers by operation of law, (b) Transferee may assign any or all of its rights, interests or obligations hereunder to an Affiliate or to any successor to all or substantially all of the assets and business of Transferee and (c) Transferee may assign any or all of its rights hereunder as collateral security for any lender.

[Remainder of Page Intentionally Blank – Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has caused this Rollover Contribution Agreement to be duly and validly executed as of the date first set forth above.


TRANSFEREE:

TAT HOLDCO LLC

By:		/s/ N. Malone Mitchell 3^rd

Name:		N. Malone Mitchell 3^rd

Title:		Manager

[Signature Page to Rollover Contribution Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Rollover Contribution Agreement to be duly and validly executed as of the date first set forth above.


TRANSFERORS:

DALEA PARTNERS, LP

By:		Dalea Management, LLC,
		its general partner

By:		/s/ N. Malone Mitchell 3^rd
Name:		N. Malone Mitchell 3^rd
Title:		Manager

LONGFELLOW ENERGY, LP

By:		Deut 8, LLC,
		its general partner

By:		/s/ N. Malone Mitchell 3^rd
Name:		N. Malone Mitchell 3^rd
Title:		Manager

ALEXANDRIA NICOLE MITCHELL TRUST #2005

By:		/s/ Barbara A. Pope
Name:		Barbara A. Pope
Title:		Trustee

ELIZABETH LEE MITCHELL TRUST #2005

By:		/s/ Barbara A. Pope
Name:		Barbara A. Pope
Title:		Trustee

NOAH MALONE MITCHELL, 4th TRUST #2005

By:		/s/ Barbara A. Pope
Name:		Barbara A. Pope
Title:		Trustee

[Signature Page to Rollover Contribution Agreement]


/s/ Stevenson Briggs Mitchell
STEVENSON BRIGGS MITCHELL

KMF INVESTMENTS PARTNERS, LP

By:		/s/ Jonathon Fite
Name:		Jonathon Fite
Title:		Managing Partner

WEST INVESTMENT HOLDINGS, LLC

By:		/s/ Randy Rochman
Name:		Randy Rochman
Title:		CEO, West Family Investment, Inc., its Manager

/s/ Randy Rochman
RANDY ROCHMAN

/s/ Betsy Rochman
BETSY ROCHMAN

[Signature Page to Rollover Contribution Agreement]

SCHEDULE A


Transferor Name and Address	Contributed Shares	Cash Contribution	Number of Units
Longfellow Energy, LP 16803 Dallas Parkway Addison, Texas 75001	Series A Preferred: 533,000	$57,871.88 + $0.0752334419109663000000 per Common Share	57,871.88
Dalea Partners, LP 16803 Dallas Parkway Addison, Texas 75001	Series A Preferred: 42,000	$4,560.26 + $0.0059283387622149800000 per Common Share	4,560.26
Alexandria Nicole Mitchell Trust #2005 Barbara A. Pope, Trustee PO Box 1557 Pottsboro, Texas 75076	Series A Preferred: 41,000	$4,451.68 + $0.0057871878393051000000 per Common Share	4,451.68
Elizabeth Lee Mitchell Trust #2005 Barbara A. Pope, Trustee PO Box 1557 Pottsboro, Texas 75076	Series A Preferred: 41,000	$4,451.68 + $0.0057871878393051000000 per Common Share	4,451.68
Noah Malone Mitchell 4th Trust #2005 Barbara A. Pope, Trustee PO Box 1557 Pottsboro, Texas 75076	Series A Preferred: 41,000	$4,451.68 + $0.0057871878393051000000 per Common Share	4,451.68
Stevenson Briggs Mitchell 810 Christopher Street Austin, Texas 78704	Series A Preferred: 41,000	$4,451.68 + $0.0057871878393051000000 per Common Share	4,451.68
KMF Investments Partners, LP Attn: Jonathon Fite Managing Partner 3110 Montecito Drive Denton, Texas 76205	Series A Preferred: 67,000	$7,274.70 + $0.0094571118349620000000 per Common Share	7,274.70
West Investment Holdings, LLC Attn: Randy Rochman Attn: Andrea Dawkins 1603 Orrington Avenue Suite 810 Evanston, Illinois 60201	Series A Preferred: 100,000	$10,857.76 + $0.0141150922909881000000 per Common Share	10,857.76
Randy & Betsy Rochman 1603 Orrington Avenue Suite 810 Evanston, Illinois 60201	Series A Preferred: 15,000	$1,628.66 + $0.0021172638436482100000 per Common Share	1,628.66

EX-99.2 3 d926376dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

AGREEMENT

This AGREEMENT (this “Agreement”), dated as of August 7, 2020, is entered into by and among Longfellow Energy, LP (“Longfellow”), Dalea Partners, LP (“Dalea”), Alexandria Nicole Mitchell Trust 2005 (“ANM Trust”), Elizabeth Lee Mitchell Trust 2005 (“ELM Trust”), Noah Malone Mitchell Trust 2005 (“NMM Trust”), Steven Briggs Mitchell (“SBM”), KMF Investments Partners, LP (“KMF”), West Investment Holdings, LLC (“WIH”), Randy Rochman (“R Rochman”), Betsy Rochman (“B Rochman,” and together with Longfellow, Dalea, ANM Trust, ELM Trust, NMM Trust, SBM, KMF, WIH and R Rochman, the “Series A Holders”), and N. Malone Mitchell 3rd.

WHEREAS, the Series A Holders are the owners of all of the outstanding 12% Series A Convertible Redeemable Preferred Shares (the “Series A Shares”) of Transatlantic Petroleum Ltd., a Bermuda exempted company (the “Company”), and own the number of Series A Shares set forth opposite their respective names on Exhibit A attached hereto;

WHEREAS, the Series A Holders desire to enter into the series of transactions contemplated by the Contribution Agreement (defined below), the Company Agreements (defined below) and the Merger Agreements (defined below) (collectively, the “Transaction”);

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the Company Agreement and the Merger Agreements, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	The Merger Agreements and Governance Documents.

(a) The Series A Holders and the Company’s Board of Directors have agreed on the terms and provisions contained in that certain Agreement and Plan of Merger by and among TAT Holdco, LLC, a Texas limited liability company (“Parent”), TAT Merger Sub LLC, a Texas limited liability company (“Merger Sub”), and Company dated as of August 7, 2020 (the “US Merger Agreement”), the requisite substantive terms of which shall also be incorporated into a form of merger agreement to be by and among Parent, Merger Sub, and Company in compliance with applicable laws of Bermuda (the “Bermuda Merger Agreement”, and together with the US Merger Agreement, the “Merger Agreements”), pursuant to which, among other things, the Company will merge with and into Merger Sub (the “Merger”).

(b) The Series A Holders have agreed to (i) the formation of Parent and Merger Sub and the filing of their respective certificates of formation with the Texas Secretary of State on July 23, 2020, and July 24, 2020, respectively, (ii) the Limited Liability Company Agreement of Parent dated as of August 7, 2020 (the “Parent Company Agreement”), (iii) the Limited Liability Company Agreement of Merger Sub dated as of August 7, 2020 (the “Merger Sub Company Agreement” and, together with the Parent Company Agreement, the “Company Agreements”) and (iv) that certain Contribution Agreement (the “Contribution Agreement”), pursuant to which the Series A Holders will contribute one hundred percent (100%) of their respective Series A Shares in exchange for a pro rata assignment of one hundred percent (100%) of the membership interests in Parent.

2.	Participation with respect to the Transaction; Approval of Merger Agreements and Governance Documents.

(a) The Series A Holders agree to participate in the Transaction on the terms and conditions set forth in this Agreement, the Merger Agreements, the Company Agreements and the Contribution Agreement and agree to be bound by and comply with the Company Agreements and the Contribution Agreement.

(b) The Series A Holders shall each cooperate and proceed in good faith to (and reasonably cooperate with the other Series A Holders to): (i) engage in continued discussions with the Company regarding the Transaction; (ii) negotiate and finalize amendments, if any, required to the Merger Agreements; and (iii) take any necessary action or refrain from taking any action in order for Parent and Merger Sub to comply with their respective obligations, satisfying the closing conditions or exercise their respective rights under the Merger Agreements.

(d) Each Series A Holder will reasonably cooperate in good faith in connection with the Transaction and performance under the Merger Agreements and any and other related documents reasonably necessary to effectuate the Transaction (collectively, the “Transaction Documents”), including: (i) complying with any information delivery or other requirements reasonably consented to by the Series A Holders in connection with the Transaction and the Transaction Documents, and shall not, and shall direct their respective representatives and Affiliates (defined below) not to, by action or omission, breach any such arrangements or obligations, (ii) to the extent required, participate in meetings and negotiations with the Board of Directors and/or any special committee of the Board of Directors of the Company and its advisors, (iii) executing and delivering confidentiality or nondisclosure agreements reasonably required by the Company, (iv) providing to either Parent or Company any and all information reasonably required concerning such Series A Holder or any other matter relating to such Series A Holder in connection with the Transaction and any other information that Parent and/or Company may reasonably require for inclusion in the Proxy Statement (as defined in the US Merger Agreement), (v) providing timely responses to requests by Parent or Company for information, (vi) consulting with the other Series A Holders or the Company and otherwise cooperating in good faith on any public statements regarding the parties’ hereto intentions with respect to the Company and (vii) filing any required reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless the holders of at least a majority of the Series A Shares shall otherwise agree in writing, none of the Series A Holders shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). For purposes of this Agreement, “Affiliate” means, with respect to any person or entity, any other person or entity that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such person or entity; and “control” means, as to any entity, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise (and the terms “controlled by” and “under common control with” shall have correlative meanings).

3. Fee Sharing. Each Series A Holder hereby agrees to (a) pay such Series A Holder’s Pro Rata Share of all reasonable, documented out of pocket costs and expenses incurred by N. Malone Mitchell 3rd in connection the negotiation of the Merger Agreements with the Company, the Board of Directors of the Company, and any special committee of the Board of Directors of the Company, including any reasonably, documented costs and expenses of accountants, counsel and other advisors N. Malone Mitchell 3rd deems reasonably necessary, and (b) concurrently with the execution and delivery of this Agreement, deliver to N. Malone Mitchell 3rd such Series A Holder’s Pro Rata Share (as set forth opposite such Series A Holder’s name in Exhibit A) of $200,000 (the “Expense Amount”), which N. Malone Mitchell 3rd shall deposit in a separate account maintained by N. Malone Mitchell 3rd at Bank of America and which shall be retained and used by N. Malone Mitchell 3rd solely in order to fund any such costs and expenses of the Series A Holders in connection with the Transaction and in accordance with the terms of this Agreement (together with any interest thereon and any additions thereto, the “Expense Fund”). If, in the good faith judgment of N. Malone Mitchell 3rd, additional funds are needed in connection with the Transaction, each Series A Holder shall promptly deliver to N. Malone Mitchell 3rd such Series A Holder’s Pro Rata Share of such additional amount, provided, however, in no event shall the aggregate additional amount requested by N. Malone Mitchell 3rd hereunder exceed $100,000, for a total maximum Expense Fund of $300,000 (the “Expense Cap”). If N. Malone Mitchell 3rd expends any of his personal funds in connection with the Transaction, N. Malone Mitchell 3rd may seek reimbursement from the Expense Fund, provided he submits reasonable supporting documentation to the Series A Holders. If the Transaction (a) is abandoned upon agreement of the Series A Holders, or (b) fails to close for any reason on or before March 31, 2021, then promptly thereafter, N. Malone Mitchell 3rd will deliver or cause to be delivered to the Series A Holders, based on their Pro Rata Share, any balance of the Expense Fund that is not subject to any outstanding or potential claims or expenditures. Notwithstanding anything to the contrary contained in this Agreement, if the Transaction is not consummated due to the breach of this Agreement by one or more Series A Holders, then such breaching party(ies) shall reimburse the non-breaching party(ies) for all reasonable, documented out-of-pocket costs and expenses incurred by such non-breaching party(ies) in connection with the Transaction. Each Series A Holder shall be entitled to hire, at such Series A Holder’s own cost and expense, such consultants, advisors and legal counsel as such Series A Holder shall determine.

4.	Exclusivity; Voting; Transfer Restrictions; Other Covenants

(a) Exclusivity Period. Subject to Section 4(f), during the period beginning on the date hereof and ending on the earlier of (i) date that is eight (8) months from the date hereof, which may be extended by the written agreement of the Series A Holders, and (ii) the termination of this Agreement (the “Exclusivity Period”), each party hereto shall (unless otherwise consented to in writing in advance by the Series A Holders) and shall cause his, her or its Affiliates to:

(i) work exclusively with the other parties hereto to implement the Transaction, including to comply with and perform under any Transaction Documents to which such Series A Holder is a party or is contemplated to be a party;

(ii) not to, and shall use his, her or its reasonable efforts to cause his, her or its representatives and Affiliates (subject to, in the case of any party or any representative who is an officer or director of the Company or any of its subsidiaries and solely in such capacity as an officer or director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any person or entity not a party to this Agreement (A) make any Acquisition Proposal (defined below), or solicit, encourage, facilitate or join with or invite any other person to be involved in the making of, any Acquisition Proposal, (B) provide any information to any third party with a view to the third party or any other person or entity pursuing or considering to

pursue an Acquisition Proposal, (C) finance or offer to finance any Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Acquisition Proposal, (D) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is directly inconsistent with the provisions of this Agreement or the Acquisition as contemplated under this Agreement, (E) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying such party from performing his, her or its obligations under this Agreement, or (F) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 4(a)(ii)(A) to Section 4(a)(ii)(E). For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer relating to any of the following (other than the Transaction): (1) any merger, reorganization, consolidation, share exchange, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution, joint venture or other similar transaction involving the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 10% or more of the consolidated assets of the Company or to which 10% or more of the total revenue or net income of the Company are attributable, (2) any sale, lease, license, exchange, transfer or other disposition of assets which would result in a third party acquiring assets, individually or in the aggregate, constituting 10% or more of the consolidated assets of the Company and its subsidiaries or to which 10% or more of the total revenue or net income of the Company and its subsidiaries are attributable, (3) any sale, exchange, transfer or other disposition of 10% or more of any class of equity securities of the Company to any third party, (4) any general offer, tender offer or exchange offer that, if consummated, would result in any third party beneficially owning 10% or more of any class of equity securities of the Company or (5) any public solicitation of proxies in opposition to approval and adoption of a definitive agreement providing for the Merger and approval of the Merger by the Company’s shareholders.

(iii) subject to Section 4(f), immediately cease and terminate, and cause to be ceased and terminated, to the extent applicable, all existing activities, discussions, conversations, negotiations and other communications with all persons or entities conducted heretofore with respect to an Acquisition Proposal; and

(iv) subject to Section 4(f), promptly notify the other parties hereto if such party hereto or, to such party’s knowledge, any representative of such party hereto receives any approach or communication with respect to any Acquisition Proposal, including in such notice the identity of the other persons involved and the nature and content of the approach or communication, and provide the other parties hereto with copies of any written communication.

(b) Agreement to Vote. At any meeting, or separate class meeting, of the shareholders of the Company, however called, or at any adjournment, recess or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought, each Series A Holder shall, and shall cause any other holder of record with respect to the Series A Shares, all common shares of the Company owned by such Series A Holder and any other equity securities of the Company which are beneficially owned by such Series A Holder or any of its Affiliates, whether now owned or hereinafter acquired (the “Covered Shares”) to (i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a

quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all Covered Shares (A) in favor of adopting the Merger Agreements and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreements and this Agreement, or any other transaction pursuant to which the Series A Holders (collectively) or an entity or entities directly or indirectly owned by them propose to acquire the Company, (B) in favor of any adjournment or postponement recommended by the Company with respect to any shareholder meeting with respect to the Merger Agreements, the Merger or the Transaction, if N. Malone Mitchell 3rd reasonably deems such adjournment or postponement to be in the best interests of the Series A Holders, (C) against any other transaction or transactions, including any Acquisition Proposal (other than the Merger or a transaction otherwise approved by all Series A Holders) including any consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company and (D) against any proposal, action or agreement, including an Acquisition Proposal, that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreements or any other transactions approved by all Series A Holders, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreements, (3) result in any of the conditions set forth in the Merger Agreements not being fulfilled or (4) change the capitalization of, including the voting rights of any class of capital stock of, the Company. Each Series A Holder shall not commit or agree to take any action inconsistent with the foregoing. Subject to the terms and conditions set forth herein, each Series A Holder shall, and shall cause his, her or its Affiliates to, during the Exclusivity Period, retain at all times the right to vote or consent with respect to such party’s or his, her or its Affiliates’ Covered Shares in such party’s or his, her or its Affiliates’ sole discretion (as applicable) and without any other limitation on those matters, other than the limitations contained in this Section 4(b). In the event of any share split, share dividend, bonus issue, amalgamation, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or other securities or rights of the Company by any Series A Holder or any of its Affiliates, (i) the type and number of Covered Shares shall be adjusted appropriately and (ii) this Agreement and the obligations hereunder shall automatically attach to any additional Covered Shares or other securities or rights of the Company issued to or acquired by the Series A Holder or any of his, her or its Affiliates. The obligations of each party hereto set forth in this Section 4(b) are irrevocable.

(c) Appraisal or Dissent Rights. Each Series A Holder hereby irrevocably and unconditionally waives any rights of appraisal or rights to dissent from the Merger and agrees not to bring any claim, action, lawsuit, demand, arbitration, charge, complaint, proceeding, audit, inquiry or investigation of any kind (whether civil, criminal, administrative or regulatory) or other similar action (whether at law or in equity) (each, an “Action”) relating directly or indirectly to such rights of appraisal or rights to dissent.

(d) No Disposition. Each Series A Holder hereby covenants and agrees that during the Exclusivity Period, such Series A Holder shall not, and shall not cause or permit his, her or its Affiliates to (i) Transfer (as defined below), offer to Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of all Series A Holders, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares, (iv) deposit any or all of

the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of such Series A Holder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Series A Holder’s obligations hereunder or the transactions contemplated hereby or by any other Transaction Document that has been approved by all Series A Holders. Any attempted Transfer of any Covered Shares or any interest therein in violation of this Section 4 shall be null and void. For purposes of this Agreement, “Transfer” means the transfer, pledge, charge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of any applicable security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing; and as a verb, “Transfer” shall have a correlative meaning.

(e) No Inconsistent Agreements. During the Exclusivity Period, without the prior written consent of all of the Series A Holders, each party hereto shall not, and shall cause his, her or its Affiliates not to, (i) enter into any contract or other instrument, option or other agreement (except this Agreement or as otherwise contemplated hereby) with respect to, or consent to, a Transfer of, any of the Covered Shares, beneficial ownership thereof or any other interest therein, (ii) create or permit to exist any Lien that could prevent such party hereto or any of his, her or its Affiliates (as applicable) from voting the Covered Shares in accordance with this Agreement or from complying in all material respects with the other obligations under this Agreement, other than any restrictions imposed by applicable law on such Covered Shares, (iii) enter into any voting or similar agreement (except this Agreement) with respect to the Covered Shares or grant any proxy, consent or power of attorney with respect to any of the Covered Shares or (iv) take any action, directly or indirectly, that would or would reasonably be expected to (A) result in a breach hereof, (B) make any representation or warranty of the Party set forth herein untrue or incorrect in any material respect or (C) prevent, impede or, in any material respect, interfere with, delay or adversely affect the performance by such party hereto of his, her or its obligations under, or compliance by such party with the provisions of, this Agreement.

(f) Capacity as a Shareholder. The parties hereto agree and acknowledge that notwithstanding anything to the contrary provided herein, N. Malone Mitchell 3rd is signing this Agreement solely in his capacity as a beneficial owner of Covered Shares and his agreement with respect to the Expense Fund. Nothing in this Agreement shall limit or affect any actions taken by N. Malone Mitchell 3rd in his capacity as a director or officer of the Company, to the extent this Agreement could be construed to restrict the exercise by N. Malone Mitchell 3rd of his fiduciary duties in such capacity.

5. Representations and Warranties of Each Series A Holder. Each Series A Holder hereby represents and warrants to the other Series A Holders as follows:

(a) Title. Such Series A Holder is the sole record and beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of the Series A Shares and Company common shares set forth on Exhibit A (the “Disclosed Owned Shares”). The Disclosed Owned Shares constitute all of the capital stock and any other equity securities of the Company owned of record or beneficially by such Series A Holder on the date hereof and neither such Series A Holder nor any of its Affiliates (other than a Series A Holder which is a party to this Agreement) is the beneficial owner of, or has any right to acquire (whether

currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for equity securities of the Company, in each case other than the Disclosed Owned Shares. Such Series A Holder has sole voting power, sole power of disposition and sole power to issue instructions with respect to the matters set forth in this Agreement, in each case with respect to all of the Disclosed Owned Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. Except as permitted by this Agreement, the Disclosed Owned Shares and the certificates representing such shares, if any, are now, and at all times during the term hereof will be, held by such Series A Holder, or by a nominee or custodian for the benefit of such Series A Holder, free and clear of any and all liens, pledges, charges, claims, options, proxies, voting trusts or agreements, security interests, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a shareholder in respect of the Disclosed Owned Shares (other than as created by this Agreement).

(b) Authority. Such Series A Holder has all necessary power and authority and legal capacity to execute, deliver and perform all of such Series A Holder’s obligations under this Agreement, and consummate the transactions contemplated hereby, and no other proceedings or actions on the part of such Series A Holder or any other person or entity are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

(c) Due Execution and Delivery. This Agreement has been duly and validly executed and delivered by such Series A Holder and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding agreement of such Series A Holder, enforceable against such Series A Holder in accordance with its terms, except as enforceability may be limited by equitable principles of law.

(d) No Conflict or Default. No permit, authorization, consent or approval of, any governmental entity or any other person or entity is necessary for the execution and delivery of this Agreement by such Series A Holder, the consummation by such Series A Holder of the transactions contemplated hereby and the compliance by such Series A Holder with the provisions hereof. None of the execution and delivery of this Agreement by such Series A Holder, the consummation by such Series A Holder of the transactions contemplated hereby or compliance by such Series A Holder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, charge agreement, shareholders agreement or voting trust, to which such Series A Holder is a party or by which such Series A Holder or any of such Series A Holder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other governmental entity that is applicable to such Series A Holder or any of such Series A Holder’s properties or assets, (iii) constitute a violation by such Series A Holder of any law or regulation of any jurisdiction or (iv) contravene or conflict with such Series A Holder’s certificate or articles of incorporation or formation, bylaws, partnership agreement, trust agreement or similar document, in each case, except for any conflict, breach, default or violation described which would not adversely effect in any material respect the ability of such Series A Holder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby.

(e) No Litigation. There is no Action pending or, to the knowledge of such Series A Holder, threatened against such Series A Holder at law or in equity before or by any governmental entity that could reasonably be expected to impair the ability of such Series A Holder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby.

6. Termination. The term (the “Term”) of this Agreement shall commence upon the execution of this Agreement by all parties hereto and shall terminate upon the earliest of (i) the mutual written agreement of all parties hereto and (iii) March 31, 2021; provided that (A) nothing herein shall relieve any Series A Holder from liability for any breach of this Agreement and (B) Section 3, Section 7 and Section 8 shall survive any termination of this Agreement.

7.	Indemnification and Release.

(a) Each Series A Holder shall have no right of recovery or claim against N. Malone Mitchell 3rd, any of his Affiliates or any representative of the foregoing (the “Relevant Parties”) under, by reason of or in connection with, and no liability shall attach to any Relevant Party under, by reason of or in connection with, this Agreement or the transactions contemplated hereby (including the exercise of any right, option or discretion of N. Malone Mitchell 3rd hereunder, or any direct or indirect consequence of such exercise of right, option or discretion), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise, in each case other than any right of recovery, claim or liability arising out of any gross negligence, willful misconduct or fraud on behalf of N. Malone Mitchell 3rd. Each Series A Holder hereby unconditionally and irrevocably and forever releases and discharges, to the fullest extent permitted by law, the Relevant Parties, of and from, and hereby unconditionally and irrevocably waives, any and all Actions and Losses of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, that such Series A Holder ever had, now has or ever may have or claim to have against N. Malone Mitchell 3rd, relating to, arising out of or in connection with any action taken, or not taken, by N. Malone Mitchell 3rd in accordance with this Agreement, except for such Actions and Losses that arise from the gross negligence, willful misconduct or fraud of N. Malone Mitchell 3rd; provided, however, that this release does not extend to any Claim or Action to enforce the terms of, or any breach of, this Agreement or any of the provisions set forth herein (collectively, the “Retained Claims”). Each Series A Holder hereby unequivocally, unconditionally and irrevocably agrees not to, directly or indirectly, initiate proceedings with respect to, institute, assert or threaten to assert any claim or Action, other than based upon or with respect to the Retained Claims, against N. Malone Mitchell 3rd, and this Agreement shall constitute a complete defense to any claim or Action, other than based upon or with respect to the Retained Claims.

(b) Each Series A Holder shall indemnify N. Malone Mitchell 3rd for up to such Series A Holder’s Pro Rata Share of any Losses of any nature whatsoever, arising out of or in connection with any Action or in connection with any appeal thereof, relating to the acts or omission of N. Malone Mitchell 3rd hereunder, under any Transaction Document approved by all of the Series A Holders or otherwise, except for such Losses against N. Malone Mitchell 3rd that arise from his gross negligence, willful misconduct or fraud. The foregoing indemnification shall not be deemed exclusive of any other right to which N. Malone Mitchell 3rd may be entitled under the provisions hereof. In the event of any indemnification under this Section 7(b), each Series A Holder shall promptly deliver to N. Malone Mitchell 3rd full payment of such Series A Holder’s Pro Rata Share of such indemnification claim.

8. Miscellaneous.

(a) Entire Agreement. This Agreement (together with Exhibit A) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

(b) Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated hereby. At another party’s reasonable request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further lawful action as may reasonably be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby.

(c) No Assignment. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto.

(d) Binding Successors. Without limiting any restrictions herein or any other rights the N. Malone Mitchell 3rd may have hereunder with respect to any Transfer of any of the Covered Shares, each Series A Holder agrees that this Agreement and the obligations hereunder shall attach to the Covered Shares beneficially owned by such Series A Holder and its Affiliates and shall be binding upon any person or entity to which legal or beneficial ownership of such Covered Shares shall pass, whether by operation of law or otherwise, including such Series A Holder’s heirs, guardians, administrators or successors.

(e) Amendments. This Agreement may not be amended, changed, supplemented or otherwise modified except by an instrument in writing signed by the parties hereto.

(f) Notice. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received) (i) upon receipt, if delivered personally or by first class mail, postage pre-paid, (ii) on the date of transmission, if sent by electronic transmission (with confirmation of receipt), or (iii) on the business day after dispatch, if sent by nationally recognized, documented overnight delivery service, as follows:

If to a Series A Holder:

At the address set forth on Exhibit A.

If to N. Malone Mitchell 3rd:

N. Mitchell Malone 3rd

16803 Dallas Parkway, Suite 200

Addison, Texas 75001

E-mail: malone.mitchell@riatacg.com

Copy to (which copy shall not constitute notice):

Michael S. Haynes

16803 Dallas Parkway, Suite 200

Addison, Texas 75001

Email: michael.haynes@riatacg.com

-and-

Foley & Lardner LLP

2021 McKinney Avenue, Suite 1600

Dallas, TX 75201

E-mail: rsarfatis@foley.com

Attention: Robert Sarfatis

or to such other address as the person to whom notice is given may have previously furnished to the other parties hereto in writing in the manner set forth above.

(g) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

(h) Remedies. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any such right, power or remedy by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(i) No Waiver. No waiver by any party hereto of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party hereto shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with such party’s obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of such party’s right to exercise any such or other right, power or remedy or to demand such compliance.

(j) Governing Law. This Agreement, and all matters arising hereunder or in connection herewith, shall be governed by, and construed in accordance with, the internal laws of the State of Texas without giving effect to the principles of conflict of laws.

(k) Submission to Jurisdiction. Each party to this Agreement hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the State of Texas sitting in Dallas, Texas and the United States District Court for the Northern District of Texas for any Actions arising out of or relating to this Agreement or the transaction contemplated hereby, (ii) agrees not to commence any Action relating thereto except in such courts and in accordance with the provisions of this Agreement, (iii) agrees that service of any process, summons, notice or document by U.S. registered mail, or otherwise in the manner provided for notices in Section 8(f) hereof, shall be effective service of process for any such Action brought against it in any such court, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in such courts and (v) agrees not to plead or claim in any court that any such Action brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(l) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(l).

(m) Specific Performance. The parties hereto agree that a Series A Holder would be irreparably damaged in the event that any of the provisions of this Agreement were not performed by another Series A Holder in accordance with their specific terms or were otherwise breached by another Series A Holder, and that the non-breaching Series A Holders would not have an adequate remedy at law for money damages in such event. It is accordingly agreed that a non-breaching Series A Holder shall be entitled, without posting any bond or other undertaking, to seek specific performance and injunctive and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

(n) Interpretation. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement shall be interpreted for or against any party hereto because that party or its legal representatives drafted the provision. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not any particular section in which such words appear.

(o) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

(p) Expenses. Except as otherwise provided herein, each party hereto shall pay such party’s own expenses incurred in connection with the negotiation and execution of this Agreement and the Transaction. If any Action is commenced by any party hereto concerning this Agreement, the prevailing party shall recover from the losing party reasonable attorneys’ fees and costs and expenses, including those of appeal and not limited to taxable costs, incurred by the prevailing party, in addition to all other remedies to which the prevailing party may be entitled.

(q) No Ownership Interest. Nothing contained in this Agreement shall be deemed, upon execution, to vest in Series A Holder any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares of any other Series A Holder. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Series A Holder and no other Series A Holder shall have any authority to exercise any power or authority to direct any Series A Holder in the voting of any of the Covered Shares owned by such Series A Holder, except as otherwise provided herein.

(r) Representation. Each Series A Holder acknowledges and understands that Foley & Lardner LLP (“Foley”) has represented only N. Malone Mitchell 3rd in connection with the preparation of this Agreement, and that Foley only represents N. Malone Mitchell 3rd and does not represent any of the Series A Holders regarding this Agreement or any of the transactions contemplated in connection herewith, including the Transaction or in connection with any Transaction Document approved by all Series A Holders. Each Series A Holder acknowledges and affirms that such Series A Holder has had the opportunity to and has been advised to consult with legal counsel of its choosing regarding this Agreement and the transactions contemplated in connection herewith and that it has not relied upon Foley to provide it with any legal advice, nor has Foley provided any such advice, in connection with this Agreement, the Transaction or any other Transaction Document.

(s) Further Assurances. Each party hereto shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

(t) No Partnership or Agency. The parties hereto are independent and nothing in this Agreement constitutes any party hereto as the trustee, fiduciary, agent, employee, partner or joint venture of any other party hereto.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the day and year first above written.


SERIES A HOLDERS:

LONGFELLOW ENERGY, LP

By:		Deut 8, LLC,
		its general partner

By:		N. Malone Mitchell 3^rd
Name:		N. Malone Mitchell 3^rd
Title:		Manager

DALEA PARTNERS, LP

By:		Dalea Management, LLC,
		its general partner

By:		N. Malone Mitchell 3^rd
Name:		N. Malone Mitchell 3^rd
Title:		Manager

ALEXANDRIA NICOLE MITCHELL TRUST 2005

By:		/s/ Barbara A. Pope
Name:		Barbara A. Pope
Title:		Trustee

ELIZABETH LEE MITCHELL TRUST 2005

By:		/s/ Barbara A. Pope
Name:		Barbara A. Pope
Title:		Trustee

NOAH MALONE MITCHELL TRUST 2005

By:		/s/ Barbara A. Pope
Name:		Barbara A. Pope
Title:		Trustee

STEVENSON BRIGGS MITCHELL

/s/ Stevenson Briggs Mitchell
Stevenson Briggs Mitchell


KMF INVESTMENTS PARTNERS, LP

		By: KMF Investments Advisors, LLC,
		its general partner

By:		/s/ Jonathon Fite
Name: Jonathon Fite
Title: Managing Member

WEST INVESTMENT HOLDINGS, LLC

		By: West Family Investments, Inc.,
		its Manager

By:		/s/ Randy Rochman
Name: Randy Rochman
Title: CEO

RANDY ROCHMAN

/s/ Randy Rochman
Randy Rochman

BETSY ROCHMAN

/s/ Betsy Rochman
Betsy Rochman

N. MALONE MITCHELL 3^RD

/s/ N. Malone Mitchell 3^rd
N. Malone Mitchell 3^rd

Exhibit A


Name and Contact Info of Series A Holder	Number of Series A Shares Owned		Pro Rata Share
Longfellow Energy, LP		533,000		57.87	%
Dalea Partners, LP		42,000		4.56	%
Alexandria Nicole Mitchell Trust 2005		41,000		4.45	%
Elizabeth Lee Mitchell Trust 2005		41,000		4.45	%
Noah Malone Mitchell Trust 2005		41,000		4.45	%
Steven Briggs Mitchell		41,000		4.45	%
KMF Investments Partners, LP		67,000		7.27	%
West Investment Holdings, LLC		100,000		10.86	%
Randy Rochman & Betsy Rochman as Tenants in Common		15,000		1.63	%

Total		921,000		100	%


Series A Holder	Number of Company Common Shares Beneficially Owned¹
Longfellow Energy, LP		18,808,427
Dalea Partners, LP		5,133,522
Alexandria Nicole Mitchell Trust 2005		1,229,576
Elizabeth Lee Mitchell Trust 2005		1,229,576
Noah Malone Mitchell Trust 2005		1,229,576
Stevenson Briggs Mitchell		259,084
KMF Investments Partners, LP		3,105,146
West Investment Holdings, LLC		2,871,686
Randy Rochman & Betsy Rochman as Tenants in Common		609,870

Total

The Number of Company Common Shares Beneficially Owned will increase upon receipt of any paid-in-kind dividend issued to the Series A Holder between the date of this Agreement and consummation of the Merger. The Series A Holders intend for the number of Company Common Shares included in this table to include any such subsequently-received paid-in-kind Company Common Shares.