Item 1.02 Termination of a Materially Definitive Agreement.
As previously disclosed, on November 3, 2021, Evolve Transition Infrastructure LP (the “Partnership”) entered into a Framework Agreement with HOBO Renewable Diesel LLC (“HOBO”), and on February 17, 2023, the Partnership entered into the First Amendment to the Framework Agreement (as amended, the “Framework Agreement”). Pursuant to the Framework Agreement, each of the Partnership or HOBO have the right to terminate the Framework Agreement following notice of immediate termination at any time from and after June 1, 2023.
At the time of entry into the Framework Agreement there were no other material relationships between the Partnership (or any of its affiliates) and HOBO. On November 3, 2021, in connection with the transactions with HOBO, (i) Randall Gibbs, Co-Founder and Chief Executive Officer of HOBO, was appointed as the new Chief Executive Officer of Evolve Transition Infrastructure GP LLC, the sole general partner of the Partnership (the “General Partner”) and a member of the board of directors of the General Partner (the “Board”), (ii) Mike Keuss, Co-Founder and President of HOBO, was appointed as the new President and Chief Operating Officer of the General Partner, and (iii) Jonathan Hartigan, Chief Financial Officer of HOBO, was appointed as the new President and Chief Investment Officer of the General Partner, with each officer appointment becoming effective on December 1, 2021. As previously disclosed, Mr. Hartigan resigned from his position with our General Partner effective August 26, 2022, and the Board terminated Messrs. Gibbs and Keuss from their positions effective March 15, 2023. Effective as of March 15, 2023, HOBO is no longer considered a related person to the Partnership.
On June 6, 2023, the Board approved the termination of the Framework Agreement with HOBO. Following such Board approval, the Partnership sent a written termination notice to HOBO and the termination was immediately effective pursuant to the Framework Agreement. The termination did not result in any early termination penalties incurred by the Partnership.
The Framework Agreement was material to the Partnership because it provided the Partnership with the option to elect, in its sole discretion, to fund certain development expenses of HOBO as HOBO sought to develop, construct, own and operate renewable fuels facilities. As a result of the termination of the Framework Agreement, the Partnership will no longer have such option and will not proceed with funding, or in turn developing, constructing, owning or operating, any such renewable fuels facilities.