MATADOR RESOURCES COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2018 • Matador Resources Co • Crude petroleum & natural gas • New York
Matador Resources Company, a Texas corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated October 1, 2018 (the “Purchase Agreement”), $300,000,000 aggregate principal amount of its 5.875% Senior Notes due 2026 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of August 21, 2018 (the “Indenture”), by and among the Issuer, the Guarantors and Wells Fargo Bank, National Association (the “Trustee”).
Matador Resources Company (a Texas corporation) $900,000,000 6.500% Senior Notes due 2032 PURCHASE AGREEMENTPurchase Agreement • March 27th, 2024 • Matador Resources Co • Crude petroleum & natural gas • New York
The Notes will be issued pursuant to an indenture, to be dated as of April 2, 2024 (the “Indenture”), among the Company, the Guarantors (as defined below) and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT MATADOR RESOURCES COMPANYNonqualified Stock Option Agreement • May 15th, 2012 • Matador Resources Co • Crude petroleum & natural gas
8,500,000 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 5th, 2013 • Matador Resources Co • Crude petroleum & natural gas • New York
payment of taxes due in connection with any exercise or vesting of Securities; provided, however, that in any such case described in clauses (i) through (v) it shall be a pre-condition to such transfer that the transferee or donee executes and delivers to the Representatives a lock-up agreement in form and substance satisfactory to the Representatives.
MRC PERMIAN LKE COMPANY, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 9th, 2017 • Matador Resources Co • Crude petroleum & natural gas • Texas
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MRC Permian LKE Company, LLC, a Texas limited liability company (the “Company”), dated as of October 8, 2015, is hereby adopted, executed, and agreed to by Longwood Gathering and Disposal Systems, LP, as the sole member of the Company (the “Member”).
FORM OF RESTRICTED STOCK AWARD AGREEMENT MATADOR RESOURCES COMPANYRestricted Stock Award Agreement • April 2nd, 2012 • Matador Resources Co • Crude petroleum & natural gas
5,250,000 Shares Matador Resources Company Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2024 • Matador Resources Co • Crude petroleum & natural gas
RESTRICTED STOCK UNIT AWARD AGREEMENT MATADOR RESOURCES COMPANY AMENDED AND RESTATEDRestricted Stock Unit Award Agreement • November 9th, 2017 • Matador Resources Co • Crude petroleum & natural gas
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on August 9, 2011, to be effective as of the Effective Date (as defined below) by and between Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors (the “Board”), and Matthew Hairford (“Employee”). For purposes of this Agreement, the “Effective Date” shall mean the date of filing with the United States Securities and Exchange Commission of Matador’s first registration statement following the date hereof with respect to an underwritten public offering of its equity securities, or such other date as the Board and Employee may agree.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 9th, 2017 • Matador Resources Co • Crude petroleum & natural gas
6,000,000 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 9th, 2016 • Matador Resources Co • Crude petroleum & natural gas • New York
restrictions contained in this agreement, (v) transfer Securities to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; provided, however, that in any such case described in clauses (i) through (v) it shall be a pre-condition to such transfer that the transferee or donee executes and delivers to the Representative a lock-up agreement in form and substance satisfactory to the Underwriters and (vi) transfer Securities pursuant to the terms of any pledge or collateral agreement existing on the date hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2024 • Matador Resources Co • Crude petroleum & natural gas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of the Effective Date (as defined below) by and between Matador Resources Company, a Texas corporation (“Matador”), which is the holding company of MRC Energy Company (“MRC”), acting through its Board of Directors (the “Board”), and [●] (“Employee”). For purposes of this Agreement, (i) the “Company” shall mean Matador and MRC, and (ii) the “Effective Date” shall mean [●], or such other date as the Board and Employee may agree.
PHANTOM UNIT AWARD AGREEMENT MATADOR RESOURCES COMPANYPhantom Unit Award Agreement • July 30th, 2021 • Matador Resources Co • Crude petroleum & natural gas
13,333,334 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 7th, 2012 • Matador Resources Co • Crude petroleum & natural gas • New York
Matador Resources Company, a Texas corporation (the “Issuer”), and certain shareholders of the Issuer (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 13,333,334 shares (the “Firm Securities”) of the Issuer’s common stock, $0.01 par value (the “Common Stock”), of which 11,666,667 shares will be sold by the Issuer and 1,666,667 shares will be sold by the Selling Shareholders listed on Schedules II and III. The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names in Schedules II and III hereto. Schedule III hereto sets forth certain Selling Shareholders that have agreed to exercise stock options (the “Options”) on or before the Closing Date (as
RESTRICTED STOCK UNIT AWARD AGREEMENT MATADOR RESOURCES COMPANYRestricted Stock Unit Award Agreement • August 2nd, 2019 • Matador Resources Co • Crude petroleum & natural gas
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT MATADOR RESOURCES COMPANYNonqualified Stock Option Agreement • May 15th, 2012 • Matador Resources Co • Crude petroleum & natural gas
PERFORMANCE STOCK UNIT AWARD AGREEMENT MATADOR RESOURCES COMPANYPerformance Stock Unit Award Agreement • May 1st, 2020 • Matador Resources Co • Crude petroleum & natural gas
LIMITED CONSENT AND TWELFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 4th, 2018 • Matador Resources Co • Crude petroleum & natural gas • Texas
This LIMITED CONSENT AND TWELFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 1, 2018, by and among MRC ENERGY COMPANY, a Texas corporation (the “Borrower”), the LENDERS party hereto and ROYAL BANK OF CANADA, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT MATADOR RESOURCES COMPANY AMENDED AND RESTATEDNonqualified Stock Option Agreement • February 29th, 2016 • Matador Resources Co • Crude petroleum & natural gas • Texas
LONGWOOD MIDSTREAM HOLDINGS, LLC COMPANY AGREEMENTCompany Agreement • March 9th, 2017 • Matador Resources Co • Crude petroleum & natural gas • Texas
THIS COMPANY AGREEMENT (this “Agreement”) of Longwood Midstream Holdings, LLC, a Texas limited liability company (the “Company”), dated as of February 10, 2017, is hereby adopted, executed, and agreed to by Longwood Gathering and Disposal Systems, LP, as the sole member of the Company (the “Member”).
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT SEPTEMBER 28, 2012Pledge and Security Agreement • March 18th, 2013 • Matador Resources Co • Crude petroleum & natural gas • Texas
Pursuant to this Second Amended and Restated Pledge and Security Agreement (this agreement, together with all amendments, restatements, supplements, other modifications, and Joinders (as defined below), this “Agreement”), effective as of the date hereof and for value received, the undersigned and each other Person who becomes a party hereto pursuant to Section 6.15 (each, a “Debtor” and collectively, the “Debtors”) pledges, assigns and grants to Royal Bank of Canada, whose address is 2800 Post Oak Blvd, Suite 3900, Houston, Texas 77056, in its capacity as Administrative Agent (“Administrative Agent”), for the benefit of itself and the Secured Parties, a continuing security interest and lien (any pledge, assignment, security interest or other Lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all Indebtedness (as defined in the
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2018 • Matador Resources Co • Crude petroleum & natural gas • Texas
This ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 7, 2018, by and among MRC ENERGY COMPANY, a Texas corporation (the “Borrower”), the LENDERS party hereto and ROYAL BANK OF CANADA, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).
FORM OF PERFORMANCE RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARD AGREEMENT MATADOR RESOURCES COMPANYRestricted Stock Unit Award Agreement • May 15th, 2012 • Matador Resources Co • Crude petroleum & natural gas
PERFORMANCE STOCK UNIT AWARD AGREEMENT MATADOR RESOURCES COMPANYPerformance Stock Unit Award Agreement • February 28th, 2022 • Matador Resources Co • Crude petroleum & natural gas
AMENDMENT NO. 8 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 6th, 2015 • Matador Resources Co • Crude petroleum & natural gas
THIS AMENDMENT NO. 8 to Agreement and Plan of Merger (this “Amendment”), dated as of September 18, 2015, is made by and among HEYCO Energy Group, Inc., a Delaware corporation (the “Sole Shareholder”), Matador Resources Company, a Texas corporation (“Parent”), and MRC Delaware Resources, LLC, a Texas limited liability company and wholly owned subsidiary of Parent (“MRC Delaware”).
FORM OF EMPLOYMENT AGREEMENTSeparation Agreement and Release • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 27, 2015, to be effective as of the Effective Date (as defined below) by and between Matador Resources Company, a Texas corporation (“Matador”), which is the holding company of MRC Energy Company (“MRC”), acting through its Board of Directors (the “Board”), and Van H. Singleton, II (“Employee”). For purposes of this Agreement, (i) the “Company” shall mean Matador and MRC, and (ii) the “Effective Date” shall mean February 5, 2015, or such other date as the Board and Employee may agree.
SUBSCRIPTION AND CONTRIBUTION AGREEMENT by and among SAN MATEO MIDSTREAM, LLC, LONGWOOD MIDSTREAM HOLDINGS, LLC and FP MMP HOLDINGS LLC Dated as of February 17, 2017Subscription and Contribution Agreement • February 24th, 2017 • Matador Resources Co • Crude petroleum & natural gas • Texas
This SUBSCRIPTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of February 17, 2017, is by and among San Mateo Midstream, LLC, a Texas limited liability company (the “Company”), Longwood Midstream Holdings, LLC, a Texas limited liability company (“Longwood”), and FP MMP Holdings LLC, a Delaware limited liability company (“Five Point” and, together with Longwood, the “Purchasers”). Capitalized terms used herein without definition shall have the respective meanings assigned to them in Section 1.1.
ADVISOR AGREEMENTAdvisor Agreement • April 4th, 2022 • Matador Resources Co • Crude petroleum & natural gas • Texas
This Advisor Agreement (“Agreement”) is made and entered into by and between MRC Energy Company (“Matador”) and David E. Lancaster, as an advisor (“Advisor”), to be effective on the date signed by last party to sign below.
Third Amended and Restated Credit Agreement Dated as of September 28, 2012 MRC ENERGY COMPANY, as Borrower, The Lending Entities From Time to Time Parties Hereto, as Lenders, and Royal Bank of Canada, as Administrative Agent RBC Capital Markets, as...Credit Agreement • October 4th, 2012 • Matador Resources Co • Crude petroleum & natural gas • Texas
This Third Amended and Restated Credit Agreement (“Agreement”) is made as of September 28, 2012, by and among the lending entities from time to time party hereto (individually a “Lender,” and collectively “Lenders”), Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, “Administrative Agent”), and MRC Energy Company, a Texas corporation (“Borrower”).
WAIVER AND RELEASE AGREEMENT AND AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTWaiver and Release Agreement • February 27th, 2024 • Matador Resources Co • Crude petroleum & natural gas
This WAIVER AND RELEASE AGREEMENT AND AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of December 1, 2023, is by and among AEP EnCap HoldCo, LLC, a Delaware limited liability company (“AEP EnCap”), Ameradvance Management LLC, a Delaware limited liability company (“ManagementCo” and, together with AEP EnCap, each a “Seller” and collectively, “Sellers”), and MRC Hat Mesa, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER OF MATADOR MERGER CO., a Texas corporation with and into MATADOR RESOURCES COMPANY, a Texas corporationAgreement and Plan of Merger • August 12th, 2011 • Matador Resources Co
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement of Merger”), is entered into by and among Matador Resources Company, a Texas corporation (“Matador”), Matador Merger Co., a Texas corporation (“Mergerco”) and Matador Holdco, Inc., a Texas corporation (“Holdco”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 18th, 2013 • Matador Resources Co • Crude petroleum & natural gas • Texas
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of March 11, 2013, by and among MRC ENERGY COMPANY, a Texas corporation (the “Borrower”), the LENDERS party hereto and ROYAL BANK OF CANADA, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas • Texas
This VOTING AGREEMENT (this “Agreement”), dated as of February 27, 2015, is made and entered into by and between Matador Resources Company, a Texas corporation (“Matador”), and HEYCO Energy Group, Inc., a Delaware corporation (“Shareholder”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
This First Amendment (the “Amendment”) to that certain employment agreement between Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors, and Joseph Wm. Foran (“Employee”) dated and effective August 9, 2011 (the “Agreement”) is entered into and effective as of October 24, 2011.
MATADOR RESOURCES COMPANY THIRD SUPPLEMENTAL INDENTURE (5.875% Senior Notes due 2026)Indenture • July 28th, 2023 • Matador Resources Co • Crude petroleum & natural gas
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 25, 2023, among MRC Hat Mesa, LLC, a Delaware limited liability company (the “New Guarantor”), a subsidiary of Matador Resources Company, a Texas corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein), the Company and Computershare Trust Company, N.A., as successor trustee (the “Trustee”) to Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein. The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”
