Case Document 437 Filed in TXSB on 11/09/17 Page 1 of 45

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1 Case Document 437 Filed in TXSB on 11/09/17 Page 1 of 45 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 MEMORIAL PRODUCTION Case No PARTNERS LP, et al., (Jointly Administered) Reorganized Debtors. 1 JOINT MOTION OF REORGANIZED DEBTORS, BOAZ ENERGY II, LLC, AND RELIANT ENERGY RETAIL SERVICES, LLC, TO APPROVE SETTLEMENT OF CURE OBJECTIONS THIS MOTION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. Amplify Energy Corp. ( Amplify ) and its affiliates, certain of which are reorganized debtors in the above-captioned chapter 11 cases (collectively with Amplify, the Reorganized Debtors, and prior to reorganization, the Debtors ), Boaz Energy II, LLC ( Boaz ), and Reliant Energy Retail Services, LLC ( Reliant, together with Reorganized Debtors and Boaz, 1 The Debtors in these chapter 11 cases, along with the last four digits of their respective federal tax identification numbers, as applicable, were: Memorial Production Partners LP (6667); Memorial Production Partners GP LLC; MEMP Services LLC (1887); Memorial Production Operating LLC; Memorial Production Finance Corporation (3356); WHT Energy Partners LLC; WHT Carthage LLC; Memorial Midstream LLC; Beta Operating Company, LLC; Columbus Energy, LLC; Rise Energy Operating, LLC; Rise Energy Minerals, LLC; Rise Energy Beta, LLC; San Pedro Bay Pipeline Company (1234); and Memorial Energy Services LLC. In accordance with the Plan and Confirmation Order (each as defined below), certain of the Debtors were dissolved or changed their names. The Reorganized Debtors mailing address is 500 Dallas Street, Suite 1600, Houston, Texas

2 Case Document 437 Filed in TXSB on 11/09/17 Page 2 of 45 the Parties ) hereby collectively file this Joint Motion to Approve Settlements seeking the Court s approval of Final Settlement Agreements resulting from the mediation that occurred before Chief Judge David R. Jones on October 12, I. Background 1. On January 16, 2017, each of the Debtors commenced with this Court a voluntary case under chapter 11 of title 11 of the United States Code. The chapter 11 cases are being jointly administered for procedural purposes pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure and Rule of the Bankruptcy Local Rules for the Southern District of Texas. 2. On March 24, 2017, the Debtors filed the Supplement to Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al. Under Chapter 11 of the Bankruptcy Code (ECF No. 283), which incorporates the Schedule of Proposed Cure Amounts for Assumed Contracts and Unexpired Leases at Exhibit H providing proposed cure amounts of $1, and $19, in regard to Reliant and $0.00 for Boaz. 3. On April 14, 2017, the Debtors filed the Second Amended Joint Chapter 11 Plan of Reorganization of Memorial Production Partners LP, et al. Under Chapter 11 of the Bankruptcy Code (ECF No. 341) (the Plan ) and the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al., Under Chapter 11 of the Bankruptcy Code and Granting Related Relief (ECF No. 344). 4. The Plan became effective on May 4, On June 1, 2017, Reliant filed an Objection of Reliant Energy Retail Services, LLC to Debtors Proposed Cure Amounts for Assumed Contracts & Unexpired Leases (ECF No. 2

3 Case Document 437 Filed in TXSB on 11/09/17 Page 3 of ) seeking approximately $1,352, (ECF No. 385) and Boaz filed Boaz Energy II, LLC s Objection to Cure Amount seeking approximately $76, (ECF No. 386) (together, the Cure Objections ). 6. On August 15, 2017, the Parties appeared before this Court for a scheduling conference and agreed to a proposed schedule for resolving the cure objections by an evidentiary hearing to occur on December 11, The Parties subsequently submitted a proposed scheduling order that the Court entered on September 7, 2017 (ECF No. 429). 7. After document discovery and prior to substantial depositions, the Parties jointly requested to have a mediation occur before Chief Judge David R. Jones (ECF No. 431). On October 6, 2017, this Court entered an order allowing such mediation to occur (ECF No. 432). 8. On October 12, 2017, the Parties appeared before Judge Jones for the mediation and, with his assistance and efforts (which included graciously staying late into the night working with the Parties), the Parties were able to reach an agreement on terms for a complete resolution of the Cure Objections subject to final documentation and Court approval. 9. On November 7, 2017, MPO and Boaz executed the Final Settlement Agreement that is attached hereto as Exhibit A and, on November 8, 2017, MPO and Reliant executed the separate Final Settlement Agreement that is attached hereto as Exhibit B (together, the Settlements ). The Settlements are contingent on Court approval. II. Request for Court Approval 10. Pursuant to Section 8.2(a) of the Plan, the Reorganized Debtors are generally allowed to settle any dispute regarding the nature or amount of [the Cure Objections] without any further notice to any party or any action, order, or approval of the Bankruptcy Court. Here, 3

4 Case Document 437 Filed in TXSB on 11/09/17 Page 4 of 45 however, the Parties have agreed to seek Court approval and made certain terms of their Settlements conditioned on such approval. 11. Pursuant to Bankruptcy Rule 9019, a court is permitted to approve a compromise or settlement on motion by a debtor, after notice and a hearing. FED. R. BANKR. P. 9019(a). The Fifth Circuit has noted that compromises are a normal part of the process of reorganization, oftentimes desirable and wise methods of bringing to a close proceedings otherwise lengthy, complicated and costly. Rivercity v. Herpel (In re Jackson Brewing Co.), 624 F.2d 599, 602 (5th Cir. 1980) (citations omitted); see also In re Mirant Corp., 334 B.R. 800, 811 (Bankr. N.D. Tex. 2005) ( One of the goals of Congress in fashioning the Bankruptcy Code was to encourage parties in a distress situation to work out a deal among themselves. ). 12. The decision to approve a particular compromise or settlement lies within the sound discretion of the bankruptcy court. In re Jackson Brewing Co., 624 F.2d at ; CFB- 5, Inc. v. Cunningham, 371 B.R. 175, 181 (N.D. Tex. 2007) ( Under Rule 9019 of the Federal Rules of Bankruptcy Procedure, approval of compromise settlements is at the discretion of the bankruptcy court. ). The bankruptcy court s approval of a settlement is appropriate when the settlement is fair and equitable and in the best interest of the estate. Official Comm. of Unsecured Creditors v. Moeller (In re Age Refining, Inc.), 801 F.3d 530, 540 (5th Cir. 2015) (quoting Conn. Gen. Life Ins. Co. v. United Cos. Fin. Corp. (In re Foster Mortg. Corp.), 68 F.3d 914, 917 (5th Cir. 1995)). 13. Here, the Settlements are reasonable and in the best interests of the Reorganized Debtors and their chapter 11 estates. Reliant sought to obtain over $1.3 million plus attorneys fees and costs and Boaz sought indemnification for a pending state court litigation in Coke County, Texas, which included asserting approximately $130,000 plus attorneys fees and costs 4

5 Case Document 437 Filed in TXSB on 11/09/17 Page 5 of 45 at the time of mediation. The Settlements provide that Reliant will be paid $975,000 to fully resolve its claim and establish certainty as to continuing contracts between Reliant and MPO, with that settlement amount being funded on effectively an equal 50/50 basis between MPO and Boaz. Further, the Settlements address Boaz s indemnification claim by placing $325,000 out of a separate liquidated amount that Boaz currently owes MPO in escrow for that purpose. The result is a fair compromise by all Parties of the intertwined Cure Objections, as well as the related counterclaims and defenses asserted by MPO. 14. Moreover, the Settlements were negotiated at arms length and in good faith. The Parties conducted litigation into the discovery phase and were unable to resolve their disputes without Judge Jones s helpful mediation. Absent their entry into the Settlements, the Parties would continue to spend time and incur significant legal expenses through an adversarial process with an uncertain outcome. The Settlements avoid the continued costs and uncertainty associated with further litigation. WHEREFORE, the Parties respectfully request that the Court enter an Order similar to the proposed order attached hereto approving the Settlements. [Remainder of page intentionally left blank.] 5

6 Case Document 437 Filed in TXSB on 11/09/17 Page 6 of 45 DATED: November 9, Respectfully submitted, WINSTEAD PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas Telephone: (214) Facsimile: (214) By: /s/ Devin B. Hahn Phillip L. Lamberson State Bar No S.D. Tex. No Christopher A. Brown State Bar No S.D. Tex. No Devin B. Hahn 2 State Bar No S.D. Tex. No Attorneys for Boaz Energy II, LLC By: /s/ Alfredo R. Pérez WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez ( ) 700 Louisiana Street, Suite 1700 Houston, Texas Telephone: (713) Facsimile: (713) and- WEIL, GOTSHAL & MANGES LLP Paul R. Genender ( ) 200 Crescent Court, Suite 300 Dallas, Texas Telephone: (214) Facsimile: (214) Attorneys for the Reorganized Debtors KING & SPALDING LLP 1100 Louisiana Street Suite 4000 Houston, Texas Telephone: (713) Facsimile: (713) By: /s/ Kevin M. Clark Kevin M. Clark Texas Bar No Edward L. Ripley Texas Bar No Attorneys for Reliant Energy Retail Services, LLC 2 Resident in Winstead PC s Houston Office at 1100 JPMorgan Chase Tower, 600 Travis Street, Houston, Texas

7 Case Document 437 Filed in TXSB on 11/09/17 Page 7 of 45 Certificate of Service I hereby certify that on November 9, 2017, a true and correct copy of the foregoing document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Alfredo R. Pérez WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez ( ) 700 Louisiana Street, Suite 1700 Houston, Texas Telephone: (713) Facsimile: (713)

8 Case Document 437 Filed in TXSB on 11/09/17 Page 8 of 45 EXHIBIT A

9 Case Document 437 Filed in TXSB on 11/09/17 Page 9 of 45 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 MEMORIAL PRODUCTION Case No PARTNERS LP, et al., (Jointly Administered) Reorganized Debtors. 1 FINAL SETTLEMENT AGREEMENT This Final Settlement Agreement is made by and between Amplify Energy Operating LLC (f/k/a Memorial Production Operating LLC) ( MPO ) and Boaz Energy II, LLC ( Boaz ). The signatories to this Final Settlement Agreement are referred to individually as a Party and jointly as the Parties. PREAMBLE WHEREAS, on March 24, 2017, Amplify Energy Corp. and its affiliates, certain of which are reorganized debtors in the above-captioned chapter 11 cases (collectively, the Reorganized Debtors, and prior to reorganization, the Debtors ), filed a Supplement to Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al. Under Chapter 11 of the Bankruptcy Code (ECF No. 283), which incorporates the Schedule of 1 The Debtors in these chapter 11 cases, along with the last four digits of their respective federal tax identification numbers, as applicable, were: Memorial Production Partners LP (6667); Memorial Production Partners GP LLC; MEMP Services LLC (1887); Memorial Production Operating LLC; Memorial Production Finance Corporation (3356); WHT Energy Partners LLC; WHT Carthage LLC; Memorial Midstream LLC; Beta Operating Company, LLC; Columbus Energy, LLC; Rise Energy Operating, LLC; Rise Energy Minerals, LLC; Rise Energy Beta, LLC; San Pedro Bay Pipeline Company (1234); and Memorial Energy Services LLC. In accordance with the Plan and Confirmation Order (each as defined below), certain of the Debtors were dissolved or changed their names. The Reorganized Debtors mailing address is 500 Dallas Street, Suite 1600, Houston, Texas

10 Case Document 437 Filed in TXSB on 11/09/17 Page 10 of 45 Proposed Cure Amounts for Assumed Contracts and Unexpired Leases at Exhibit H providing a proposed cure amount of $0.00 in regard to Boaz; WHEREAS, on April 14, 2017, the Debtors filed a Second Amended Joint Chapter 11 Plan of Reorganization of Memorial Production Partners LP, et al. Under Chapter 11 of the Bankruptcy Code (ECF No. 341) (the Plan ) and the Court entered Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al., Under Chapter 11 of the Bankruptcy Code and Granting Related Relief (ECF No. 344) (the Confirmation Order ). The Plan became effective on May 4, 2017; WHEREAS, on June 1, 2017, Boaz filed Boaz Energy II, LLC s Objection to Cure Amount (ECF No. 386) (the Boaz Cure Objection ) requesting that the Court: (i) sustain this Objection; (ii) order the Debtors to tender payment for the full Cure Amount related to the Debtors assumption of the PSA; and (iii) grant Boaz such other and further relief to which it may be justly entitled, both at law and in equity ; 2 WHEREAS, on August 29, 2017, Reorganized Debtors, including MPO, filed Reorganized Debtors Preliminary Response to Cure Objections Filed by Reliant and Boaz (ECF No. 427) (the Cure Objection Response ) asserting certain defenses, rights of setoff, and counterclaims against Boaz; WHEREAS, on September 7, 2017, the Court entered an Agreed Scheduling Order on Certain Cure Objections (ECF No. 429) that provided for the Boaz Cure Objection to be resolved by evidentiary hearing on December 11, 2017, at 2:00 p.m. (the Evidentiary Hearing ); 2 All capitalized terms in this quotation are as defined in the Boaz Cure Objection. 2

11 Case Document 437 Filed in TXSB on 11/09/17 Page 11 of 45 WHEREAS, on October 12, 2017, MPO, Boaz, and Reliant Energy Retail Services, LLC ( Reliant ) entered into that certain Mediation Settlement Agreement providing for terms of settlement subject to final documentation, and further subject to Court approval as required; WHEREAS, the Parties have exchanged a proposed Final Settlement Statement 3 pursuant to Section 10.2 of the Purchase and Sale Agreement dated May 5, 2016, between Boaz, as buyer, and MPO, as seller (the PSA ); WHEREAS, without admission of any claims, facts, or liability, MPO and Boaz desire to compromise, resolve, and settle all claims, allegations, and causes of action asserted in relation to the Boaz Cure Objection and the Cure Objection Response, finally and forever, in order to avoid the uncertainty, time, and expenses which would accompany a final resolution of the Boaz Cure Objection at the Evidentiary Hearing; and WHEREAS, each of the Parties has considered the terms of settlement and releases contained herein and, after consultation with counsel of their choice, each finds it in their respective best interests to enter into this Final Settlement Agreement; NOW, THEREFORE, in consideration of the covenants and mutual promises and agreements contained in this Final Settlement Agreement, and other valuable consideration, which the Parties mutually agree are adequate and sufficient to support all of the obligations recited herein, and intending to be legally bound hereby, the Parties hereto agree as follows: 1. PAYMENT; DISMISSAL OF CURE OBJECTION. 1.1 On or before the fourteenth (14th) day after Court approval of this Final Settlement Agreement, the amount of Four-Hundred and Eighty-Seven Thousand, Five Hundred 3 Final Settlement Statement as used herein shall have the same meaning as ascribed to that term in the PSA. 3

12 Case Document 437 Filed in TXSB on 11/09/17 Page 12 of 45 Dollars and no/00 ($487,500.00) (the Reliant Payment ) shall be paid on behalf of Boaz to MPO, representing half of the amount MPO is obligated to pay to Reliant pursuant to the terms of the Mediation Settlement Agreement entered into on October 13, The Reliant Payment shall be made by Boaz or one of its affiliates in immediately available funds by wiring such monies to: AMPLIFY ENERGY OPERATING LLC Bank: Wells Fargo Bank, N.A. ABA Routing: Acct. Number: On or before the third (3rd) day after MPO gives Boaz notice that the obligation in Section 1.1 above is fully completed (including clearing of the Reliant Payment), Boaz shall file a document in the above-captioned matter dismissing the Boaz Cure Objection with prejudice. For purposes of this Section 1.2 only, the notice may be given by only from MPO to Boaz in accordance with the addresses listed in Section 4.13 below. 2. SETTLEMENT STATEMENT; ESCROW. 2.1 FINAL SETTLEMENT STATEMENT PAYMENT. The Parties agree that the proper amount of the Final Settlement Statement under Section 10.2 of the PSA is $1,049, In full and final satisfaction of the Final Settlement Statement pursuant to Section 10.2 of the PSA, MPO agrees to accept and Boaz agrees to pay to MPO the amount of Nine-Hundred and Seventy-Four Thousand, Seven Hundred and Eighty-Nine Dollars and no/00 ($974,789.00) (the Final Settlement Statement Payment ), subject to the following: On or before the thirtieth (30th) day after Court approval of this Final Settlement Agreement, the amount of Six Hundred and Forty-Nine Thousand, Seven Hundred and Eighty-Nine Dollars and no/00 ($649,789.00) out of the Final Settlement Statement 4

13 Case Document 437 Filed in TXSB on 11/09/17 Page 13 of 45 Payment shall be paid by Boaz or one of its affiliates to MPO in immediately available funds by wiring such monies to the bank account identified in Section On or before the thirtieth (30th) day after Court approval of this Final Settlement Agreement, the amount of Three Hundred and Twenty-Five Thousand Dollars and no/00 ($325,000.00) out of the Final Settlement Statement Payment shall be deposited by Boaz or one of its affiliates into a mutually-agreeable escrow account to be established by MPO at Citibank, N.A. (the Escrow Account ). The Parties agree to equally share the cost of any fees related to establishing the Escrow Account, with MPO paying one-half of any fee due to Citibank, N.A. and Boaz paying the other one-half of any fee due to Citibank, N.A. The deposit made in the Escrow Account, plus any interest earned thereon after being deposited in the Escrow Account, shall be the Escrow Amount. 2.2 DISBURSEMENT OF THE ESCROW AMOUNT. The Escrow Amount shall remain in the Escrow Account identified in Section until one of the following occurs: A There is a final and nonappealable dismissal with prejudice of all claims asserted against Boaz as a successor to MPO s liability in the lawsuit styled Carroll L. Lee, et al. v. Memorial Production Operating LLC, et al., Cause No. CV , in the 51st Judicial District Court of Coke County, Texas (the Lee Lawsuit ) (all such claims against Boaz in the Lee Lawsuit to be known hereinafter as the Successor Claims ). OR B There is entry of a final and nonappealable judgment against Boaz in favor of the plaintiffs in the Lee Lawsuit on the basis of the Successor Claims (the amount of which shall be the Successor Judgment Amount ), in which case the Escrow Amount shall be released and paid to the plaintiffs in the Lee Lawsuit (or their designee); provided, however, that any such release and payment of funds to the plaintiffs under this provision shall be limited to the Successor Judgment Amount with the remaining balance of the Escrow Amount, if any, simultaneously released and paid to MPO. OR C There is a written agreement executed by both Boaz and MPO to release and pay the Escrow Amount (or any portion thereof) in any other manner. 5

14 Case Document 437 Filed in TXSB on 11/09/17 Page 14 of 45 Nothing in this Section 2 shall limit or be construed as limiting any indemnity obligation owed by either Party under the PSA. 2.3 DISBURSEMENT PROCEDURE. Either Party may give the other notice of the occurrence of either Section 2.2(A) or Section 2.2(B) at any time they in good faith believe it has occurred. Such notice of occurrence shall provide specific details of the basis and amount for disbursement along with any reasonably obtainable supporting proof for the basis and amount asserted. The other Party shall then have at least twenty (20) days after notice is delivered (as provided for in Section 4.13) to either agree to the disbursement (in which case the Parties shall execute and deliver a joint written instruction to the Escrow Agent directing such disbursement in accordance with the escrow agreement with Citibank, N.A.) or, in good faith, disagree and prevent disbursement until the order of a proper court as provided in Section Any notice of disagreement shall provide specific details for the basis of disagreement. If a Party who has been given proper notice of the occurrence of either Section 2.2(A) or Section 2.2(B) fails to agree or disagree in writing within the twenty (20) days allowed herein, then the other Party may seek appropriate relief from a proper court as provided in Section RELATED AGREEMENTS. 3.1 MPO agrees to accept and acknowledge all liability for Successor Claims (as defined in Section 2.2(A) above), and further agrees to cooperate with Boaz in, and not to challenge, any motion or argument by Boaz in the Lee Lawsuit that any Successor Claims were retained by MPO and not assigned to Boaz as provided under the terms of the PSA and to obtain expedited consideration of such motion or argument by the court in the Lee Lawsuit. 3.2 MPO agrees to reasonably cooperate and assist Boaz in obtaining the documentation it requests in relation to the current audit referred to in the from Boaz 6

15 Case Document 437 Filed in TXSB on 11/09/17 Page 15 of 45 (Janae Lee) to MPO (Michael Ryan) on October 3, 2017, pertaining to the revenue and operating expenses relating to the assets and properties acquired by Boaz under the terms of the PSA. 3.3 Except as specifically set forth in this Final Settlement Agreement, all duties of indemnification under the terms of the PSA remain in full force and effect. MPO stipulates and agrees that the indemnification obligation contained in the express language of paragraph 11.2(d) of the PSA is not solely limited to the Lowest Cost Response (as defined therein) for events occurring prior to Closing (as defined therein). 3.4 The Parties agree that all matters asserted in connection with the Boaz Cure Objection, including all demands, claims, counterclaims, and indemnities are fully and finally resolved. Nothing herein shall modify any obligation or right under the PSA except as specifically set forth in this Final Settlement Agreement. 4. MISCELLANEOUS. 4.1 NO ADMISSION OF LIABILITY. Neither the Parties consent to the terms of this Final Settlement Agreement, nor this Final Settlement Agreement or the terms themselves, shall constitute an admission of legal responsibility, liability, or fault on the part of any Party. Each Party further acknowledges that this Final Settlement Agreement is entered into solely as a compromise in order to avoid the uncertainty, burden, and expense of any future litigation or claims that any Party may have or seek to bring related to the Boaz Cure Objection. 4.2 FULL AND COMPLETE SETTLEMENT. Each of the Parties expressly acknowledges that: (a) this Final Settlement Agreement reflects a settlement and release of matters involving disputed issues of law and fact, (b) it is assuming the risk that the facts and/or law may be otherwise than it believes; and (c) the settlement and the release of such matters, as set forth in this Final Settlement Agreement, shall be in all respects effective and not subject to 7

16 Case Document 437 Filed in TXSB on 11/09/17 Page 16 of 45 termination or rescission by any such difference in facts and/or law. The Parties agree accordingly that this Final Settlement Agreement represents a full and complete settlement between them of the matters addressed herein, and that none of the Parties has any obligation to make any payment or to do any act other than as set forth herein, and that each Party will bear and pay its own attorneys fees, costs, expenses, and taxes related to the Boaz Cure Objection or Lee Lawsuit whether incurred or arising before, in relation to, or after this Final Settlement Agreement becomes effective. 4.3 REPRESENTATIONS AND WARRANTIES. Each Party hereto represents and warrants that as of the date of its execution: Such Party is correctly described and named in this Final Settlement Agreement; Such Party is a duly authorized and validly existing entity; Such Party has full power, authority, and legal right to make, enter into, execute, and deliver this Final Settlement Agreement, and to perform the obligations attendant hereto and thereto; The claims, suits, rights, and/or interests that are referred to in this Final Settlement Agreement are owned by the Party asserting same, have not been assigned, transferred, or sold, and are free of any encumbrance; Such Party has obtained any and all necessary consents or approvals to make these representations and warranties and to enter into this Final Settlement Agreement; The execution, consummation, and delivery of this Final Settlement Agreement does not conflict with or result in a breach of any of the terms or 8

17 Case Document 437 Filed in TXSB on 11/09/17 Page 17 of 45 provisions of, or constitute a default under, any material agreement or instrument to which such Party is a party or any provision of law, statute, rule, or regulation applicable to such Party, or any judicial or administrative order or decree by which such Party is bound; Before executing this Final Settlement Agreement, such Party became fully informed of the terms, contents, provisions, and effect of this Final Settlement Agreement; In entering into and signing this Final Settlement Agreement, such Party has had the benefit of the advice of attorneys of such Party s own choosing and enters into this Final Settlement Agreement freely by such Party s own choosing and judgment and without duress or other influence; Such Party covenants that it will not in any manner challenge, sue, or make any claim regarding this Final Settlement Agreement, or the negotiation, execution, or performance of this Final Settlement Agreement, other than claims seeking to enforce the Party s rights under this Final Settlement Agreement. Such Party further agrees to execute, acknowledge, and deliver every such further and other instruments and to do such further acts as may be reasonably necessary to accomplish the matters and results set forth and provided for in this Final Settlement Agreement; and Such Party acknowledges that the aforesaid representations are a material inducement to every other Party to enter into this Final Settlement Agreement. 4.4 NO RELIANCE. In executing this Final Settlement Agreement, the Parties have not seen, heard, or relied upon any promises, statements, representations, covenants, or warranties, whether express or implied, made by one another or by any representative or other person or entity, except to the extent a matter is expressly stated in this Final Settlement 9

18 Case Document 437 Filed in TXSB on 11/09/17 Page 18 of 45 Agreement. The Parties hereby waive and release any right or ability to seek to revoke, rescind, vacate, or otherwise avoid the operation and effect of this Final Settlement Agreement on the basis of mutual or unilateral mistake of fact or law, or newly discovered information, and acknowledge that they are completely satisfied with this settlement, as reflected in this Final Settlement Agreement. 4.5 ENTIRE AGREEMENT. This Final Settlement Agreement (including any documents expressly referred to herein) constitutes the entire understanding and agreement of the Parties and supersedes prior understandings and agreements, if any, among or between the Parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understandings, oral or written, concerning the subject matter hereof between and among the undersigned parties which are not fully expressed or incorporated by reference herein. 4.6 AMENDMENTS. Any modification of this Final Settlement Agreement or additional obligation assumed by either Party in connection with this Final Settlement Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party. Additionally, this Final Settlement Agreement cannot be changed or terminated orally but may be changed only through written addendum executed by all Parties. 4.7 EXERCISE OF RIGHTS. Any failure or forbearance by any Party to exercise any right or remedy with respect to enforcement of this Final Settlement Agreement or any instrument executed in connection herewith shall not be construed as a waiver of any of such Party s rights or remedies, nor shall such failure or forbearance operate to modify this Final Settlement Agreement or such instruments in the absence of a writing as provided above. 10

19 Case Document 437 Filed in TXSB on 11/09/17 Page 19 of HEADINGS. The headings of the sections and the sub-sections of this Final Settlement Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Final Settlement Agreement. 4.9 PRONOUNS, GENDER. Pronouns, wherever used herein and of whatever gender, shall include natural persons, corporations, associations, partnerships, and all other entities of any kind or character, and the singular shall include the plural where appropriate NO PARTY IS THE DRAFTER. No Party hereto shall be considered the drafter of this Final Settlement Agreement or any provision hereof for the purpose of any statute, case law, or rule of interpretation or construction that might cause any provision to be construed against the drafter COUNTERPART ORIGINALS. This Final Settlement Agreement may be executed in multiple counterparts and all such counterparts so executed shall together be deemed to constitute one final agreement as if one document had been signed by all of the Parties; and each such counterpart shall be deemed to be an original, binding the Party subscribed thereto, and multiple signature pages affixed to a single copy of this Final Settlement Agreement shall be deemed to be a fully executed original Final Settlement Agreement. Signatures may be sent by telecopy or electronic mail transmissions and shall constitute originals. This Final Settlement Agreement shall only become binding on each and all of the Parties when fully executed by all Parties, whether in counterparts or otherwise CHOICE OF LAW AND VENUE. The Parties agree that this Final Settlement Agreement is made in and shall be construed in accordance with the laws of the State of Texas. The laws of the State of Texas shall govern this Final Settlement Agreement with regard to negotiation, execution, performance or non-performance, interpretation, termination, 11

20 Case Document 437 Filed in TXSB on 11/09/17 Page 20 of 45 construction, and all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of, or relate to this Final Settlement Agreement, or the negotiation and performance of this Final Settlement Agreement, without reference to conflicts of law principles. The Parties hereby submit to the jurisdiction of the state and federal courts located in Harris County, Texas, and agree that exclusive and mandatory venue for the resolution of any such disputes shall be in a state or federal court located in Harris County, Texas NOTICE. Unless expressly provided otherwise in this Final Settlement Agreement, any notice or other communication required or permitted to be given hereunder shall be in writing and shall be sent by either: (i) certified U.S. mail return receipt requested, (ii) delivered by hand with signature acceptance required, or (iii) by overnight or similar delivery service with signature acceptance required, to the Party to whom it is to be given at the address of such Party set forth below along with an courtesy copy as set forth below or to such other address as the Party shall provide in accordance with the terms of this section. A notice provided under (i) or (iii) above shall not be deemed delivered until three (3) days after the mailing was postmarked. If to MPO: With a Copy to: Amplify Energy Corp. 500 Dallas Street, Suite 1600, Houston, Texas Attn: General Counsel eric.willis@amplifyenergy.com Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, Texas Attn: Paul R. Genender paul.genender@weil.com 12

21 Case Document 437 Filed in TXSB on 11/09/17 Page 21 of 45 If to Boaz: With a Copy to: Boaz Energy II, LLC 201 West Wall Street, Suite 421 Midland, Texas Attn: Marshall Eves MEves@boazenergy.com Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas Attn: Christopher A. Brown Michael Freeman cabrown@winstead.com mfreeman@winstead.com [remainder of page intentionally left blank] 13

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26 Case Document 437 Filed in TXSB on 11/09/17 Page 26 of 45 EXHIBIT B

27 Case Document 437 Filed in TXSB on 11/09/17 Page 27 of 45 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 MEMORIAL PRODUCTION Case No PARTNERS LP, et al., (Jointly Administered) Reorganized Debtors. 1 FINAL SETTLEMENT AGREEMENT This Final Settlement Agreement is made by and between Amplify Energy Operating LLC (f/k/a Memorial Production Operating LLC) ( MPO ) and Reliant Energy Retail Services, LLC ( Reliant ). The signatories to this Final Settlement Agreement are referred to individually as a Party and jointly as the Parties. PREAMBLE WHEREAS, on March 24, 2017, Amplify Energy Corp. and its affiliates, certain of which are reorganized debtors in the above-captioned chapter 11 cases (collectively, the Reorganized Debtors, and prior to reorganization, the Debtors ), filed a Supplement to Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al. Under Chapter 11 of the Bankruptcy Code (ECF No. 283), which incorporates the Schedule of 1 The Debtors in these chapter 11 cases, along with the last four digits of their respective federal tax identification numbers, as applicable, were: Memorial Production Partners LP (6667); Memorial Production Partners GP LLC; MEMP Services LLC (1887); Memorial Production Operating LLC; Memorial Production Finance Corporation (3356); WHT Energy Partners LLC; WHT Carthage LLC; Memorial Midstream LLC; Beta Operating Company, LLC; Columbus Energy, LLC; Rise Energy Operating, LLC; Rise Energy Minerals, LLC; Rise Energy Beta, LLC; San Pedro Bay Pipeline Company (1234); and Memorial Energy Services LLC. In accordance with the Plan and Confirmation Order (each as defined below), certain of the Debtors were dissolved or changed their names. The Reorganized Debtors mailing address is 500 Dallas Street, Suite 1600, Houston, Texas

28 Case Document 437 Filed in TXSB on 11/09/17 Page 28 of 45 Proposed Cure Amounts for Assumed Contracts and Unexpired Leases at Exhibit H providing proposed cure amounts of $1, and $19, in regard to Reliant; WHEREAS, on April 14, 2017, the Debtors filed a Second Amended Joint Chapter 11 Plan of Reorganization of Memorial Production Partners LP, et al. Under Chapter 11 of the Bankruptcy Code (ECF No. 341) (the Plan ) and the Court entered Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al., Under Chapter 11 of the Bankruptcy Code and Granting Related Relief (ECF No. 344) (the Confirmation Order ). The Plan became effective on May 4, 2017; WHEREAS, on June 1, 2017, Reliant filed an Objection of Reliant Energy Retail Services, LLC to Debtors Proposed Cure Amounts for Assumed Contracts & Unexpired Leases (ECF No. 385) (the Reliant Cure Objection ) that sought the Court s entry of an order approving and requiring payment of Reliant s cure claim in the amount of $1,352,745.21, plus any additional fees accrued by the partial termination of Customer Location accounts after May 31, 2017 ; 2 WHEREAS, on September 7, 2017, the Court entered an Agreed Scheduling Order on Certain Cure Objections (ECF No. 429) that provided for the Reliant Cure Objection to be resolved by evidentiary hearing on December 11, 2017, at 2:00 p.m. (the Evidentiary Hearing ); WHEREAS, on October 12, 2017, MPO, Reliant, and Boaz Energy II, LLC, entered into that certain Mediation Settlement Agreement providing for terms of settlement subject to final documentation, and further subject to Court approval as required; 2 All capitalized terms in this quotation are as defined in the Reliant Cure Objection. 2

29 Case Document 437 Filed in TXSB on 11/09/17 Page 29 of 45 WHEREAS, without admission of any claims, facts, or liability, MPO and Reliant desire to compromise, resolve, and settle all claims, allegations, and causes of action which were or could have been asserted in relation to the Reliant Cure Objection, finally and forever, in order to avoid the uncertainty, time, and expenses which would accompany a final resolution of the Reliant Cure Objection at the Evidentiary Hearing; and WHEREAS, each of the Parties has considered the terms of settlement and releases contained herein and, after consultation with counsel of their choice, each finds it in their respective best interests to enter into this Final Settlement Agreement; NOW, THEREFORE, in consideration of the covenants and mutual promises and agreements contained in this Final Settlement Agreement, and other valuable consideration, which the Parties mutually agree are adequate and sufficient to support all of the obligations recited herein, and intending to be legally bound hereby, the Parties hereto agree as follows: 1. PAYMENT; DISMISSAL OF CURE OBJECTION. 1.1 MPO shall submit this Final Settlement Agreement to the Court for approval within one (1) business day after execution by all Parties. 1.2 On or before the fourteenth (14th) day after Court approval of this Final Settlement Agreement, the amount of Nine-Hundred and Seventy-Five Thousand Dollars and no/00 ($975,000.00) (the Payment ) shall be paid on behalf of MPO to Reliant. The Payment shall be made by MPO or one of its affiliates in immediately available funds by wiring such monies to: RELIANT ENERGY RETAIL SERVICES, LLC Bank: Mellon Financial Corp. ABA Routing: Acct. Number:

30 Case Document 437 Filed in TXSB on 11/09/17 Page 30 of On or before the third (3rd) day after the obligation in Section 1.2 above is fully completed (including clearing of the Payment), Reliant shall file a document in the abovecaptioned matter dismissing the Reliant Cure Objection with prejudice. 2. CONTINUING CONTRACTS. 2.1 The Payment shall be deemed to be a full and final satisfaction of the amounts asserted in the Reliant Cure Objection as a partial termination fee (or as similarly described or referred to by the Parties) in relation to the Electricity Sales Agreement dated May 9, 2014, or any other electricity contract intended to be asserted by Reliant in the Reliant Cure Objection. 2.2 Reliant and MPO agree and acknowledge that: (i) the May 9, 2014 Electricity Sales Agreement with the customer locations and ESIs as reflected on Exhibit A (the Continuing Contract ) with modified Benchmark Quantities remains in full force and effect after execution of this Final Settlement Agreement; (ii) the releases in Section 3 below do not apply to the Continuing Contract; and (iii) there are no electricity contracts in existence between Reliant and MPO (or any of its affiliates) other than the Continuing Contract. 3. MUTUAL RELEASES. 3.1 RELEASE BY RELIANT. Upon receipt in good funds of the Payment, and for and in consideration of the covenants and/or promises contained herein, the receipt and sufficiency of which are hereby acknowledged, Reliant, on behalf of itself and any past or present corporate parents, subsidiaries, affiliates, predecessors, shareholders, stockholders, members, partners, managing agents, employees, agents, representatives, directors, officers, managers, successors, insurers, sureties, executors, administrators, and assigns, and for all other persons and entities claiming by or through or under the same (the Reliant Releasors ) do 4

31 Case Document 437 Filed in TXSB on 11/09/17 Page 31 of 45 hereby absolutely and unconditionally release and discharge MPO and its past or present corporate parents, subsidiaries, affiliates, predecessors, and/or successor companies, if any, as well as all of their past or present officers, administrators, managers, members, directors, board members, representatives, partners, agents, employees, and attorneys (collectively, the MPO Releasees ), jointly and severally, from each and every right, claim, demand, debt, lien, liability, obligation, attorneys fees, damages, costs, expenses, lawsuits, and causes of action whatsoever, or compensation of any kind, known or unknown, fixed or contingent, liquidated or unliquidated, foreseen or unforeseen, contemplated or uncontemplated, whether arising at law or by statute or in equity, that the Reliant Releasors have or may have against the MPO Releasees related to the Reliant Cure Objection, other than the obligations contained in this Final Settlement Agreement and the Continuing Contract. This release specifically includes any claims involving the inducement to enter into this Final Settlement Agreement and runs to the benefit of all attorneys, agents, employees, affiliates, officers, directors, shareholders, stockholders, members, partners, heirs, assigns, successors, and legal representatives of the MPO Releasees. Reliant acknowledges and agrees that the release contained in this Section is to be broadly construed to the fullest extent permitted by law. 3.2 RELEASE BY MPO. Upon dismissal with prejudice of the Reliant Cure Objection, and for and in consideration of the covenants and/or promises contained herein, the receipt and sufficiency of which are hereby acknowledged, MPO, on behalf of itself and any past or present corporate parents, subsidiaries, affiliates, predecessors, shareholders, stockholders, members, partners, managing agents, employees, agents, representatives, directors, officers, managers, successors, insurers, sureties, executors, administrators, and assigns, and for all other persons and entities claiming by or through or under the same (the MPO Releasors ) do hereby 5

32 Case Document 437 Filed in TXSB on 11/09/17 Page 32 of 45 absolutely and unconditionally release and discharge Reliant and its past or present corporate parents, subsidiaries, affiliates, predecessors, and/or successor companies, if any, as well as all of their past or present officers, administrators, managers, members, directors, board members, representatives, partners, agents, employees, and attorneys (collectively, the Reliant Releasees ), jointly and severally, from each and every right, claim, demand, debt, lien, liability, obligation, attorneys fees, damages, costs, expenses, lawsuits, and causes of action whatsoever, or compensation of any kind, known or unknown, fixed or contingent, liquidated or unliquidated, foreseen or unforeseen, contemplated or uncontemplated, whether arising at law or by statute or in equity, that the MPO Releasors have or may have against the Reliant Releasees related to the Reliant Cure Objection, other than the obligations contained in this Final Settlement Agreement and the Continuing Contract. This release specifically includes any claims involving the inducement to enter into this Final Settlement Agreement and runs to the benefit of all attorneys, agents, employees, affiliates, officers, directors, shareholders, stockholders, members, partners, heirs, assigns, successors, and legal representatives of the Reliant Releasees. MPO acknowledges and agrees that the release contained in this Section is to be broadly construed to the fullest extent permitted by law. 3.3 SCOPE OF RELEASES. The releases in Sections 3.1 and 3.2 above shall extend to all such claims related to the Reliant Cure Objection that the Reliant Releasors or MPO Releasors do not know or suspect to exist at the time of this Final Settlement Agreement and which, if known, might have affected the decision to enter into the releases ( Unknown Claims ). Reliant and MPO shall be deemed to waive, and shall waive and relinquish to the fullest extent permitted by law, any and all provisions, rights, and benefits conferred by any law 6

33 Case Document 437 Filed in TXSB on 11/09/17 Page 33 of 45 of the United States or any state or territory of the United States, or principle of common law or equity, which governs or limits a person s release of Unknown Claims. 4. MISCELLANEOUS. 4.1 NO ADMISSION OF LIABILITY. Neither the Parties consent to the terms of this Final Settlement Agreement, nor this Final Settlement Agreement or the terms themselves, shall constitute an admission of legal responsibility, liability, or fault on the part of any Party. Each Party further acknowledges that this Final Settlement Agreement is entered into solely as a compromise in order to avoid the uncertainty, burden, and expense of any future litigation or claims that any Party or its Releasors may have or seek to bring related to the matters being released in any part of Section 3 of this Final Settlement Agreement. 4.2 FULL AND COMPLETE SETTLEMENT. Each of the Parties expressly acknowledges that: (a) this Final Settlement Agreement reflects a settlement and release of matters involving disputed issues of law and fact, (b) it is assuming the risk that the facts and/or law may be otherwise than it believes; and (c) the settlement and the release of such matters, as set forth in this Final Settlement Agreement, shall be in all respects effective and not subject to termination or rescission by any such difference in facts and/or law. The Parties agree accordingly that this Final Settlement Agreement represents a full and complete settlement between them of the matters addressed herein, and that none of the Parties has any obligation to make any payment or to do any act other than as set forth herein, and that each Party will bear and pay its own attorneys fees, costs, expenses, and taxes whether incurred or arising before, in relation to, or after this Final Settlement Agreement becomes effective. 4.3 INDEMNIFICATION. Reliant, on the one hand, and MPO, on the other, each agree to indemnify and hold harmless the other from any lawsuit, claim, or demand brought in 7

34 Case Document 437 Filed in TXSB on 11/09/17 Page 34 of 45 violation of this Final Settlement Agreement, or brought by any person or entity claiming by, through, or under such Party. 4.4 REPRESENTATIONS AND WARRANTIES. Each Party hereto represents and warrants that as of the date of its execution: Such Party is correctly described and named in this Final Settlement Agreement; Such Party is a duly authorized and validly existing entity; Such Party has full power, authority, and legal right to make, enter into, execute, and deliver this Final Settlement Agreement, and to perform the obligations attendant hereto and thereto; The claims, suits, rights, and/or interests that are being released in any part of Section 3 of this Final Settlement Agreement are owned by the Party asserting same, have not been assigned, transferred, or sold, and are free of any encumbrance; Such Party has obtained any and all necessary consents or approvals to make these representations and warranties and to enter into this Final Settlement Agreement; The execution, consummation, and delivery of this Final Settlement Agreement does not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material agreement or instrument to which such Party is a party or any provision of law, statute, rule, or regulation applicable to such Party, or any judicial or administrative order or decree by which such Party is bound; 8

35 Case Document 437 Filed in TXSB on 11/09/17 Page 35 of Before executing this Final Settlement Agreement, such Party became fully informed of the terms, contents, provisions, and effect of this Final Settlement Agreement; In entering into and signing this Final Settlement Agreement, such Party has had the benefit of the advice of attorneys of such Party s own choosing and enters into this Final Settlement Agreement freely by such Party s own choosing and judgment and without duress or other influence; Such Party covenants that it will not in any manner challenge, sue, or make any claim regarding this Final Settlement Agreement, or the negotiation, execution, or performance of this Final Settlement Agreement, other than claims seeking to enforce the Party s rights under this Final Settlement Agreement. Such Party further agrees to execute, acknowledge, and deliver every such further and other instruments and to do such further acts as may be reasonably necessary to accomplish the matters and results set forth and provided for in this Final Settlement Agreement; and Such Party acknowledges that the aforesaid representations are a material inducement to every other Party to enter into this Final Settlement Agreement. 4.5 NO RELIANCE. In executing this Final Settlement Agreement, the Parties have not seen, heard, or relied upon any promises, statements, representations, covenants, or warranties, whether express or implied, made by one another or by any representative or other person or entity, except to the extent a matter is expressly stated in this Final Settlement Agreement. The Parties hereby waive and release any right or ability to seek to revoke, rescind, vacate, or otherwise avoid the operation and effect of this Final Settlement Agreement on the basis of mutual or unilateral mistake of fact or law, or newly discovered information, and 9

36 Case Document 437 Filed in TXSB on 11/09/17 Page 36 of 45 acknowledge that they are completely satisfied with this settlement, as reflected in this Final Settlement Agreement. 4.6 ENTIRE AGREEMENT. This Final Settlement Agreement (including any exhibits attached hereto or other documents expressly referred to herein) constitutes the entire understanding and agreement of the Parties and supersedes prior understandings and agreements, if any, among or between the Parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understandings, oral or written, concerning the subject matter hereof between and among the undersigned parties which are not fully expressed or incorporated by reference herein. 4.7 SEVERABILITY. The Parties acknowledge and understand that, if any specific portion of this Final Settlement Agreement shall be determined by a court to be illegal, invalid, unconscionable or unenforceable, the remaining portions will remain effective and legally binding, and the illegal, invalid, unconscionable or unenforceable portion shall be deemed not to be a part of this Final Settlement Agreement, save and except in the event the releases in any part of Section 3 of this Final Settlement Agreement are deemed unenforceable in any regard or element. If for any reason excepting any direct or indirect action, suggestion, challenge, or otherwise by any Reliant Releasor or MPO Releasor any portion of the releases in any part of Section 3 of this Final Settlement Agreement are deemed illegal, invalid, unconscionable, or unenforceable, (a) this entire Final Settlement Agreement shall be rendered null and void, (b) all consideration provided hereunder shall be returned to the Party that originally provided such consideration, and (c) the Parties shall have the same rights as they did in this matter as of October 11, 2017, with limitations having been tolled from such time until such time that the terms of this Final Settlement Agreement are rendered null and void. 10

37 Case Document 437 Filed in TXSB on 11/09/17 Page 37 of 45 Notwithstanding anything to the contrary, no Party to this Final Settlement Agreement, including, but not limited to, the Reliant Releasors or MPO Releasors, may challenge the legality, validity, or enforceability of the releases in any part of Section 3 of this Final Settlement Agreement, which releases they expressly agree are valid, enforceable, and binding. 4.8 AMENDMENTS. Any modification of this Final Settlement Agreement or additional obligation assumed by either Party in connection with this Final Settlement Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party. Additionally, this Final Settlement Agreement cannot be changed or terminated orally but may be changed only through written addendum executed by all Parties. 4.9 EXERCISE OF RIGHTS. Any failure or forbearance by any Party to exercise any right or remedy with respect to enforcement of this Final Settlement Agreement or any instrument executed in connection herewith shall not be construed as a waiver of any of such Party s rights or remedies, nor shall such failure or forbearance operate to modify this Final Settlement Agreement or such instruments in the absence of a writing as provided above HEADINGS. The headings of the sections and the sub-sections of this Final Settlement Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Final Settlement Agreement PRONOUNS, GENDER. Pronouns, wherever used herein and of whatever gender, shall include natural persons, corporations, associations, partnerships, and all other entities of any kind or character, and the singular shall include the plural where appropriate NO PARTY IS THE DRAFTER. No Party hereto shall be considered the drafter of this Final Settlement Agreement or any provision hereof for the purpose of any statute, case 11

38 Case Document 437 Filed in TXSB on 11/09/17 Page 38 of 45 law, or rule of interpretation or construction that might cause any provision to be construed against the drafter COUNTERPART ORIGINALS. This Final Settlement Agreement may be executed in multiple counterparts and all such counterparts so executed shall together be deemed to constitute one final agreement as if one document had been signed by all of the Parties; and each such counterpart shall be deemed to be an original, binding the Party subscribed thereto, and multiple signature pages affixed to a single copy of this Final Settlement Agreement shall be deemed to be a fully executed original Final Settlement Agreement. Signatures may be sent by telecopy or electronic mail transmissions and shall constitute originals. This Final Settlement Agreement shall only become binding on each and all of the Parties when fully executed by all Parties, whether in counterparts or otherwise CHOICE OF LAW AND VENUE. The Parties agree that this Final Settlement Agreement is made in and shall be construed in accordance with the laws of the State of Texas. The laws of the State of Texas shall govern this Final Settlement Agreement with regard to negotiation, execution, performance or non-performance, interpretation, termination, construction, and all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of, or relate to this Final Settlement Agreement, or the negotiation and performance of this Final Settlement Agreement, without reference to conflicts of law principles. The Parties hereby submit to the jurisdiction of the state and federal courts located in Harris County, Texas, and agree that exclusive and mandatory venue for the resolution of any such disputes shall be in a state or federal court located in Harris County, Texas NOTICE. Unless expressly provided otherwise in this Final Settlement Agreement, any notice or other communication required or permitted to be given hereunder shall 12

39 Case Document 437 Filed in TXSB on 11/09/17 Page 39 of 45 be in writing and shall be sent by either: (i) certified U.S. mail return receipt requested, (ii) delivered by hand with signature acceptance required, or (iii) by overnight or similar delivery service with signature acceptance required, to the Party to whom it is to be given at the address of such Party set forth below along with an courtesy copy as set forth below or to such other address as the Party shall provide in accordance with the terms of this section. A notice provided under (i) or (iii) above shall not be deemed delivered until three (3) days after the mailing was postmarked. If to MPO: With a Copy to: If to Reliant: With a Copy to: Amplify Energy Corp. 500 Dallas Street, Suite 1600, Houston, Texas Attn: General Counsel eric.willis@amplifyenergy.com Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, Texas Attn: Paul R. Genender paul.genender@weil.com Reliant Energy Retail Services, LLC 1201 Fannin Houston, Texas Attn: Clare Doyle cdoyle@nrg.com King & Spalding LLP 1100 Louisiana Street, Suite 4000 Houston, TX Attn: Kevin M. Clark Ed Ripley kclark@kslaw.com eripley@kslaw.com [remainder of page intentionally left blank] 13

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