Amplify Energy Corp. Sample Contracts

Midstates Petroleum Company, Inc. 24,000,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • April 25th, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York

Midstates Petroleum Company, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are serving as representatives, an aggregate of 18,000,000 shares of common stock, par value $0.01 per share (the “Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 6,000,000 shares of Stock and, at the election of the Underwriters, up to 3,600,000 additional shares of Stock. The aggregate of 24,000,000 shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 3,600,000 additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and t

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 16th, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of February , 2012 (the “Effective Date”) by and between Midstates Petroleum Company, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

INTERCREDITOR AGREEMENT dated as of May 21, 2015 between SUNTRUST BANK, as Priority Lien Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Agent and Third Lien Collateral Agent
Intercreditor Agreement • May 22nd, 2015 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York

INTERCREDITOR AGREEMENT, dated as of May 21, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between SUNTRUST BANK, as administrative agent for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Priority Lien Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Second Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Second Lien Collateral Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Third Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Third Lien Collateral Agent”).

EMPLOYMENT AGREEMENT ​
Employment Agreement • May 3rd, 2023 • Amplify Energy Corp. • Crude petroleum & natural gas • Texas

This Employment Agreement (“Agreement”) is entered into by and between AMPLIFY ENERGY CORP., a Delaware corporation (the “Company”), and DANIEL FURBEE (the “Employee”), effective as of March 17, 2023 (the “Effective Date”), on the terms set forth herein. The Company and Employee may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 24th, 2014 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Oklahoma

This Executive Employment Agreement (the “Agreement”) is made and entered into as of December 29, 2014 (the “Effective Date”) by and between MIDSTATES PETROLEUM COMPANY, INC., (the “Company”), and MARK E. ECK (the “Executive”).

WARRANT AGREEMENT
Warrant Agreement • October 27th, 2016 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 2016, is by and among Midstates Petroleum Company, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

AMPLIFY ENERGY CORP., AS ISSUER AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS TO [TRUSTEE’S NAME], AS TRUSTEE SENIOR INDENTURE DATED AS OF , 20
Indenture • March 11th, 2021 • Amplify Energy Corp. • Crude petroleum & natural gas • New York

INDENTURE, dated as of , 20 , among Amplify Energy Corp., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 500 Dallas Street, Suite 1700, Houston, Texas 77002, each of the Subsidiary Guarantors (as hereinafter defined) and [TRUSTEE’S NAME], a [ ] duly organized and existing under the laws of [ ], as Trustee (herein called the “Trustee”).

Form of Amplify Energy Corp. Management Incentive Plan Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • August 6th, 2019 • Amplify Energy Corp. • Crude petroleum & natural gas • Texas

This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Amplify Energy Corp., a Delaware corporation (the “Company”), and [ ] (the “Participant”), effective as of [ ] (the “Date of Grant”), pursuant to the Amplify Energy Corp. Management Incentive Plan (as the same may be amended from time to time, the “Plan”), and the Employment Agreement, by and between the Company and the Participant, dated [ ] (the “Employment Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2023 • Amplify Energy Corp. • Crude petroleum & natural gas • Texas

This Employment Agreement (“Agreement”) is entered into by and among AMPLIFY ENERGY CORP., a Delaware corporation (“Parent”), AMPLIFY ENERGY SERVICES LLC, a Delaware limited liability company (the “Employer”, and, as the context requires, together with Parent, the “Company”), and Eric E. Dulany (the “Employee”), effective as of November 1, 2023 (the “Effective Date”), on the terms set forth herein. Parent, the Employer and Employee may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

REGISTRATION RIGHTS AGREEMENT by and among Midstates Petroleum Company, Inc. Midstates Petroleum Company LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the several Initial Purchasers Dated as of October 1, 2012
Registration Rights Agreement • October 2nd, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2012, by and among Midstates Petroleum Company, Inc., a Delaware corporation (the “Company”), Midstates Petroleum Company LLC, a Delaware limited liability company (“Midstates Sub” and, together with the Company, the “Issuers”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and the other several Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”) each of whom has agreed to purchase the Issuers’ 10.75% Senior Notes due 2020 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Initial Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by any subsidiary of the Company formed or acquired after the Closing Date that executes a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”

AMPLIFY ENERGY CORP. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2019 • Amplify Energy Corp. • Crude petroleum & natural gas • New York

This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of August 6, 2019, by and among (i) Amplify Energy Corp., a Delaware corporation (f/k/a Midstates Petroleum Company, Inc., a Delaware corporation) (the “Company”) and (ii) the Holders (as defined below) of Company Common Stock (as defined below) listed on Schedule I hereto. The Company and the Holders are referred to collectively herein as the “Parties”.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 6th, 2019 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware

This VOTING AND SUPPORT AGREEMENT, dated as of May 5, 2019 (this “Agreement”), is entered into by and among Midstates Petroleum Company, Inc., a Delaware corporation (“Parent”), and the undersigned signatory set forth on the signature pages hereto under the heading “Company Stockholder” (the “Company Stockholder”). Parent and the Company Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 19th, 2018 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Oklahoma

This Executive Employment Agreement (the “Agreement”) is made and entered into as of September 17, 2018 (the “Effective Date”) by and between MIDSTATES PETROLEUM COMPANY, INC. (the “Company”) and Richard W. McCullough (the “Executive”).

MIDSTATES PETROLEUM COMPANY, INC. RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE (TIME VESTING)
Restricted Stock Unit Agreement • March 13th, 2019 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between MIDSTATES PETROLEUM COMPANY, INC., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Midstates Petroleum Company, Inc. 2016 Long Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee (as defined in the Plan); and

PURCHASE AND SALE AGREEMENT BY AND AMONG PANTHER ENERGY COMPANY, LLC RED WILLOW MID-CONTINENT, LLC AND LINN ENERGY HOLDINGS, LLC AS SELLERS AND MIDSTATES PETROLEUM COMPANY LLC AS BUYER
Purchase and Sale Agreement • April 4th, 2013 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 3rd day of April, 2013 (the “Execution Date”), by and among Panther Energy Company, LLC, a Delaware limited liability company, doing business under the trade name Holmes Exploration, LLC in Texas (“Panther”), Red Willow Mid-Continent, LLC, a Colorado limited liability company (“Red Willow”), Linn Energy Holdings, LLC, a Delaware limited liability company (“Linn”) and Midstates Petroleum Company LLC, a Delaware limited liability company (“Buyer”). Panther, Red Willow and Linn are sometimes collectively referred to herein as “Sellers” and individually as “Seller.” Buyer and Sellers are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

MIDSTATES PETROLEUM COMPANY, INC. PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE (PERFORMANCE VESTING)
Performance Stock Unit Agreement • March 13th, 2019 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between MIDSTATES PETROLEUM COMPANY, INC., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Midstates Petroleum Company, Inc. 2016 Long Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee (as defined in the Plan); and

REGISTRATION RIGHTS AGREEMENT by and among Midstates Petroleum Company, Inc. Midstates Petroleum Company LLC and Morgan Stanley & Co. LLC SunTrust Robinson Humphrey, Inc. As Representatives of the several Initial Purchasers Dated as of May 31, 2013
Registration Rights Agreement • June 3rd, 2013 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 31, 2013, by and among Midstates Petroleum Company, Inc., a Delaware corporation (the “Company”), Midstates Petroleum Company LLC, a Delaware limited liability company (“Midstates Sub” and, together with the Company, the “Issuers”), Morgan Stanley & Co. LLC, SunTrust Robinson Humphrey, Inc. and the other several Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”) each of whom has agreed to purchase the Issuers’ 9.25% Senior Notes due 2021 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Initial Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by any subsidiary of the Company formed or acquired after the Closing Date that executes a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to the

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE
Separation of Employment Agreement and General Release • January 26th, 2018 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Oklahoma

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this 24th day of January, 2018, by and between MIDSTATES PETROLEUM COMPANY, INC., (the “Company”) and Mitchell G. Elkins (“Executive”).

MIDSTATES PETROLEUM COMPANY, INC. FORM OF RESTRICTED STOCK AGREEMENT (TIME VESTING)
Term Incentive Plan • January 20th, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Texas

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Midstates Petroleum Company, Inc., a Delaware corporation (the “Company”), and you;

MIDSTATES PETROLEUM COMPANY, INC. STOCKHOLDERS’ AGREEMENT DATED AS OF APRIL 24, 2012
Stockholders’ Agreement • April 25th, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware

STOCKHOLDERS’ AGREEMENT dated as of April 24, 2012 (as amended, modified, supplemented or restated from time to time, this “Agreement”), among MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (the “Company”), FR MIDSTATES INTERHOLDING, LP, a Delaware limited partnership (“First Reserve”), the Founding Stockholders identified on the signature pages hereto, Management Stockholders identified on the Signature Pages hereto, the Executive Stockholders identified on the signature pages hereto, and any other Persons signatory hereto from time to time (together with the Founding Stockholders, Management Stockholders, Executive Stockholders and First Reserve, the “Stockholders”).

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Midstates Petroleum Company, Inc. Midstates Petroleum Company LLC $700,000,000 9.25% Senior Notes due 2021
Purchase Agreement • May 24th, 2013 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 6th, 2019 • Amplify Energy Corp. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”) is made as of [date], by and between Amplify Energy Corp. (formerly known as Midstates Petroleum Company, Inc.), a Delaware corporation (the “Company”), and [name of Indemnitee] (“Indemnitee”).

MIDSTATES PETROLEUM COMPANY, INC. RESTRICTED STOCK AGREEMENT (TIME VESTING)
Restricted Stock Agreement • February 27th, 2013 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Texas

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Midstates Petroleum Company, Inc., a Delaware corporation (the “Company”), and you;

SECOND LIEN PLEDGE AND SECURITY AGREEMENT
Security Agreement • May 22nd, 2015 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York

THIS SECOND LIEN PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is dated as of May 21, 2015, by MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (“Midstates”), MIDSTATES PETROLEUM COMPANY LLC, a Delaware limited liability company (“Midstates LLC” and, together with Midstates, each a “Debtor” and, collectively with each other party that may become a party hereto, the “Debtors”), whose mailing address is set forth on Annex A hereto, and Wilmington Trust, National Association, in its capacity as Collateral Agent (in such capacity, “Collateral Agent”), for the benefit of itself, the Trustee (as defined in the Indenture described below) and the Holders (as defined in the Indenture described below; the Collateral Agent, the Trustee and the Holders, collectively, the “Beneficiaries”), and whose address is 15950 N. Dallas Parkway, Suite 550, Dallas, TX 75248.

FORM OF MASTER REORGANIZATION AGREEMENT
Contribution and Assignment Agreement • February 16th, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware

This Master Reorganization Agreement (“Agreement”), dated , 2012, is entered into by and among FR Midstates Holdings, LLC, a Delaware limited liability company (“FRMH”); FR Midstates Cayman Holdings, L.P., a Cayman Island exempt limited partnership having its registered office at the office of Walkers Corporate Service Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands (“Cayman Holdings”); FR Midstates NB, LP, a Delaware limited partnership (“New Blocker”); FR Midstates NB-A, LP, a Delaware limited partnership (“New Blocker-A”) and together with FRMH, Cayman Holdings and New Blocker, the “First Reserve Parties”); FR Midstates Interholding, LP, a Delaware limited partnership (“FR New Holding”); Midstates Petroleum Holdings, LLC, a Delaware limited liability company (“MPH”); Midstates Incentive Holdings, LLC, a Delaware limited liability company (“MIH”); Midstates Petroleum Holdings, Inc., a Delaware corporation (“S-Corp”); Midstates Petroleum Compa

MIDSTATES PETROLEUM COMPANY, INC. [DATE] FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Award Agreement • November 29th, 2016 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between MIDSTATES PETROLEUM COMPANY, INC., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Midstates Petroleum Company, Inc. 2016 Long Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee (as defined in the Plan); and

AGREEMENT AND PLAN OF MERGER BY AND AMONG MIDSTATES PETROLEUM COMPANY, INC., MIDSTATES HOLDINGS, INC. AND AMPLIFY ENERGY CORP. DATED AS OF MAY 5, 2019
Agreement and Plan of Merger • May 6th, 2019 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of May 5, 2019 (this “Agreement”), is entered into by and among Midstates Petroleum Company, Inc., a Delaware corporation (“Parent”), Midstates Holdings, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Amplify Energy Corp., a Delaware corporation (the “Company” and collectively with Parent and Merger Sub, the “Parties”).

ASSIGNMENT AND THIRD AMENDMENT Dated as of May 20, 2013 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 8, 2012 among MIDSTATES PETROLEUM COMPANY, INC., as Parent, MIDSTATES PETROLEUM COMPANY LLC, as Borrower, SUNTRUST BANK, as...
Credit Agreement • May 22nd, 2013 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York

THIS ASSIGNMENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (hereinafter called this “Amendment”) is entered into as of May 20, 2013, by and among MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (the “Parent”), MIDSTATES PETROLEUM COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, and SUNTRUST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), as an Issuing Lender and as Swing Line Lender.

BORROWING BASE REDETERMINATION AGREEMENT
Borrowing Base Redetermination Agreement • November 1st, 2017 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York

THIS BORROWING BASE REDETERMINATION AGREEMENT (hereinafter called this “Agreement”) is entered into as of October 27, 2017, by and among MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (the “Parent”), MIDSTATES PETROLEUM COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, and SUNTRUST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Midstates Petroleum Company, Inc. Unaudited Pro Forma Condensed Combined Financial Information
Forma Condensed Combined Financial Information • May 20th, 2013 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas

On April 3, 2013, Midstates Petroleum Company LLC (“Midstates Sub”), a wholly-owned subsidiary of Midstates Petroleum Company, Inc. (“Midstates”), entered into a Purchase and Sale Agreement (the “Agreement”) with Panther Energy Company, LLC, Red Willow Mid-Continent, LLC and Linn Energy Holdings, LLC (collectively, the “Sellers”), pursuant to which Midstates Sub agreed to acquire producing properties as well as undeveloped acreage in the Anadarko Basin in Texas and Oklahoma (the “Panther Transaction”). The total interests acquired from the Sellers are collectively referred to as the “Panther Assets”. The aggregate purchase price, subject to adjustment as provided in the Agreement, consists of $620 million in cash, with an effective date of April 1, 2013 and an anticipated closing date on or around May 31, 2013, subject to the satisfactory completion of due diligence and title reviews by the Company.

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AMPLIFY ENERGY CORP. EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • March 7th, 2024 • Amplify Energy Corp. • Crude petroleum & natural gas • Delaware

THIS TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Grant Date specified above (“Grant Date”), is entered into by and between Amplify Energy Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amplify Energy Corp. Equity Incentive Plan (the “Plan”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • August 6th, 2019 • Amplify Energy Corp. • Crude petroleum & natural gas • Delaware

This Assignment and Assumption Agreement (this “Assumption Agreement”) is entered into and effective as of August 6, 2019 by and among Amplify Energy Corp., a Delaware corporation (the “Company”), Midstates Petroleum Company, Inc., a Delaware corporation (“Parent”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).

BORROWING BASE REDETERMINATION AGREEMENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 13th, 2022 • Amplify Energy Corp. • Crude petroleum & natural gas • New York

This CREDIT AGREEMENT is entered into as of November 2, 2018 among AMPLIFY ENERGY OPERATING LLC, a Delaware limited liability company (the “Borrower”), AMPLIFY ACQUISITIONCO INC., as Delaware corporation (the “Parent”), each LENDER from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF MONTREAL, as Administrative Agent and an L/C Issuer.

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