Exhibit 10.1
TERMINATION AGREEMENT
between
CONTANGO RESOURCES, INC.
and
MID-CON ENERGY PARTNERS, LP
THIS TERMINATION AGREEMENT (this “Termination Agreement”), is made and entered into as of January 21, 2021, by and between CONTANGO RESOURCES, INC. (“Contango”) and MID-CON ENERGY PARTNERS, LP (“MLP”), and together with Contango, the “Parties”, and each, a “Party”).
WHEREAS, the Parties entered into a Master Services Agreement, dated July 1, 2020 (the “Services Agreement”); and
WHEREAS, On October 25, 2020, Contango Oil & Gas Company (“MCF”), Michael Merger Sub LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of MCF (“Merger Sub”), and MLP entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) providing for the merger of MLP with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving limited liability company in the Merger and as a wholly-owned, direct subsidiary of MCF; and
WHEREAS, the closing of the transactions contemplated by the Merger Agreement is closing contemporaneously with the Parties’ entry into this Termination Agreement; and
WHEREAS, the Parties desire to terminate the Services Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Services Agreement.
2. Termination of the Services Agreement. Except as specifically set forth in this Termination Agreement, as of the date first written above (the “Termination Date”), all obligations of the Parties under the Services Agreement are terminated. From and after the Termination Date, the Services Agreement will be of no further force or effect, and the rights and obligations of each of the Parties thereunder shall terminate, except with respect to Article 1 (Definitions), Article 3 (Payment; Invoice), Article 5 (Confidential Information), Article 8 (Indemnification), and Article 9 (Representations and Warranties) of the Services Agreement, which Sections shall survive.
3. Release and Waiver.
(a) Subject to Section 3(b), each Party (“Releasing Party”) hereby releases and discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns from all claims or demands under or in connection with the Services Agreement (“Claims”), including without limitation, Claims for negligence and fraud, whether arising before or on the date of this Agreement, in each case whether known or unknown to the Releasing Party.
(b) The release and waiver in Section 3(a) shall not apply to (i) the Parties’ past and future obligations and liabilities arising under the Sections of the Services Agreement enumerated in Section 2 of this Termination Agreement; (ii) the provisions of this Termination Agreement; (iii) the Parties’ obligations under Section 5 below or (iv) any outstanding amounts owed for Monthly Services, Service Charges or Direct Charges (as such terms are defined in the Services Agreement) arising prior to the Termination Date.
4. Waiver of Payment for Services. Contango hereby waives any and all current or future rights to (i) Services Provider Warrants and (ii) Termination Payments, as defined in Article 3.2 of the Services Agreement.
