8,000,000 Units KLR ENERGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EBC” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of March 10, 2016 is between KLR Energy Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
KLR Energy Acquisition Corp.KLR Energy Acquisition Corp. • November 27th, 2015 • Blank checks • New York
We are pleased to accept the offer KLR Energy Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares of Class F common stock (the “Shares”), $.0001 par value per share (the “Class F Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of KLR Energy Acquisition Corp. a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2016, is made and entered into by and among KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), KLR Energy Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 2nd, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 29, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between KLR Energy Acquisition Corp, a Delaware corporation (the “Company”), and KLR Energy Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • February 5th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2016, by and between KLR ENERGY ACQUISITION CORP., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
Form of Rosehill Resources Inc. 10,000,000 Shares Class A Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • September 24th, 2018 • Rosehill Resources Inc. • Crude petroleum & natural gas • New York
EARLYBIRDCAPITAL, INC. New York, New York 10017 March 10, 2016KLR Energy Acquisition Corp. • March 16th, 2016 • Blank checks • New York
This is to confirm our agreement whereby KLR Energy Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-209041) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2016, is made and entered into by and among KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), KLR Energy Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of April 27, 2017, is among ROSEHILL OPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Rosehill Resources Inc. 6,150,000 Shares Class A Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • October 1st, 2018 • Rosehill Resources Inc. • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2019 • Rosehill Resources Inc. • Crude petroleum & natural gas
This Employment Agreement (“Agreement”) is executed and agreed to as of April 27, 2017 by and between Rosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), and Donald Bryan Freeman (“Employee”).
AMENDED & RESTATED CREDIT AGREEMENT dated as of March 28, 2018 among ROSEHILL OPERATING COMPANY, LLC, as Borrower, ROSEHILL RESOURCES INC., as RRI, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders party hereto CITIBANK, N.A., as...Credit Agreement • March 29th, 2018 • Rosehill Resources Inc. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 28, 2018, is among ROSEHILL OPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), ROSEHILL RESOURCES INC., a corporation organized under the laws of the State of Delaware (“RRI”), each of the Lenders from time to time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and solely for the purposes of Section 12.24, the Exiting Administrative Agent (as hereinafter defined); and solely for the purposes of Section 12.25, the Exiting Lender (as hereinafter defined).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
This Agreement is made as of March 10, 2016 by and between KLR Energy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • November 27th, 2015 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of November 19, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between KLR Energy Acquisition Corp, a Delaware corporation (the “Company”), and KLR Energy Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this 20th day of December, 2016 (this “Subscription Agreement”), by and between KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), KLR Energy Sponsor, LLC, a Delaware corporation (“Sponsor”) and each undersigned subscriber (each individually as used herein, “Subscriber”). Each Subscriber is acting severally and not jointly with any other Subscriber, including, without limitation, the obligation to purchase Acquired Securities (defined below) hereunder and the representations and warranties of Subscriber hereunder (which are made by Subscriber as to itself only).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 12th, 2019 • Rosehill Resources Inc. • Crude petroleum & natural gas
This Amended and Restated Employment Agreement (“Agreement”) is executed on June 7, 2019 and effective as of May 8, 2019 (the “Effective Date”) by and between Rosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), and Robert Craig Owen (“Employee”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas
This First Amendment to Purchase and Sale Agreement (this “Amendment”) is made on November 30, 2017, by and among Whitehorse Energy, LLC, a Delaware limited liability company, Whitehorse Energy Delaware, LLC, a Delaware limited liability company, and Whitehorse Delaware Operating, LLC, Delaware limited liability company, Siltstone Resources II - Permian, LLC, a Delaware limited liability company, Siltstone Resources II-B-Permian, LLC, a Delaware limited liability company (collectively, “Sellers” and each, a “Seller”), and Rosehill Operating Company, LLC, a Delaware limited liability company (“Buyer”). Sellers, on the one hand, and Buyer, on the other hand, are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
KLR Energy Acquisition Corp. Houston, TX 77002 Attn: Gary C. Hanna EarlyBirdCapital, Inc. New York, New York 10017Letter Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 8,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock” and collectively with the Class F Common Stock (defined below), the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and
THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), and KLR Energy Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
CREDIT AGREEMENT dated as of April 27, 2017 among ROSEHILL OPERATING COMPANY, LLC, as Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders party hereto PNC CAPITAL MARKETS LLC Sole Lead Arranger and Sole Book RunnerCredit Agreement • May 3rd, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of April 27, 2017, is among ROSEHILL OPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
WAIVER AGREEMENTWaiver Agreement • December 20th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
This Waiver Agreement (this “Waiver”) is entered into as of December 20, 2016 by and between KLR Energy Sponsor, LLC, a Delaware limited liability company (“KLR Sponsor”) and KLR Energy Acquisition Corp., a Delaware corporation (the “Company”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROSEHILL OPERATING COMPANY, LLC DATED AS OF DECEMBER 8, 2017Limited Liability Company Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of December 8, 2017, by Rosehill Resources Inc., a Delaware corporation (“Rosehill”), as managing Member (and in such capacity, the “Managing Member”) of Rosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), pursuant to Section 4.3(b) of the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 27, 2017 (the “Existing LLC Agreement”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
LIMITED CONSENT AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 29th, 2018 • Rosehill Resources Inc. • Crude petroleum & natural gas • New York
THIS NOTE PURCHASE AGREEMENT dated as of December 8, 2017, is among ROSEHILL OPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the “Issuer”), ROSEHILL RESOURCES INC., a Delaware corporation (the “RRI”), each of the Holders from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as agent and collateral agent for the Holders (in such capacity, together with its successors in such capacity, the “Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 3rd, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas
This Indemnification Agreement (“Agreement”) is made and entered into as of April 27, 2017, by and among Rosehill Resources Inc., a Delaware corporation (the “Company”) and its subsidiaries and controlled affiliates (together with the Company, the “Rosehill Companies” and each a “Rosehill Company”), and [●] (“Indemnitee”).
FIRST AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 19th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS FIRST AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 14, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between KLR Energy Acquisition Corp, a Delaware corporation (the “Company”), and KLR Energy Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 22nd, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas
This Third Amendment to Purchase and Sale Agreement (this “Amendment”) is made on December 21, 2017, by and among Whitehorse Energy, LLC, a Delaware limited liability company, Whitehorse Energy Delaware, LLC, a Delaware limited liability company, and Whitehorse Delaware Operating, LLC, Delaware limited liability company, Siltstone Resources II - Permian, LLC, a Delaware limited liability company, Siltstone Resources II-B-Permian, LLC, a Delaware limited liability company (collectively, “Sellers” and each, a “Seller”), and Rosehill Operating Company, LLC, a Delaware limited liability company (“Buyer”). Sellers, on the one hand, and Buyer, on the other hand, are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
EARLYBIRDCAPITAL, INC. New York, New York 10017KLR Energy Acquisition Corp. • February 5th, 2016 • Blank checks • New York
This is to confirm our agreement whereby KLR Energy Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-209041) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
AMENDED AND RESTATED WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).
CRUDE OIL GATHERING AGREEMENT BY AND BETWEEN ROSEHILL OPERATING COMPANY, LLC, AS PRODUCER AND GATEWAY GATHERING AND MARKETING COMPANY, AS GATHEREROil Gathering Agreement • May 3rd, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • Texas
This Crude Oil Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this “Agreement”), but is effective as of April 27, 2017 (the “Effective Date”) by and between Rosehill Operating Company, LLC, a Delaware limited liability company (“Producer”), and Gateway Gathering and Marketing Company, a Maryland corporation (“Gatherer”). Producer and Gatherer may be referred to individually as “Party” or collectively as “Parties.”
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2020 • Rosehill Resources Inc. • Crude petroleum & natural gas
This Second Amended and Restated Employment Agreement (“Agreement”) is executed and agreed to as February __, 2020 (the “Effective Date”) by and between Rosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), and [_____] (“Employee”), and replaces and supersedes that certain previous Amended and Restated Employment Agreement entered into between the Company and Employee dated as of [_____].
ROSEHILL RESOURCES INC. LONG-TERM INCENTIVE PLAN INDUCEMENT RESTRICTED STOCK UNIT GRANT NOTICEEmployment Agreement • May 14th, 2019 • Rosehill Resources Inc. • Crude petroleum & natural gas • Delaware
THIS INDUCEMENT PERFORMANCE SHARE UNIT GRANT NOTICE (“Grant Notice”) is made between Rosehill Resources Inc. (the “Company”) and the individual listed below (“you” or the “Participant”). Participant has entered into an Employment Agreement with the company, dated February 22, 2019 (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, the committee desires to make an award of Restricted Stock Units (“RSUs”) to Participant, representing an “employment inducement award” under NASDAQ Rule 5635(c)(4). Accordingly, this award of RSUs is not being made pursuant to the Amended and Restated Rosehill Resources Inc. Long-Term Incentive Plan (as it may be amended, restated, supplemented or otherwise modified, the “Plan”) attached hereto as Exhibit A; provided, however, that, unless inconsistent with the express terms of this Grant Notice or the Restricted Stock Unit Agreement attached hereto as Exhibit B (the “Agreement” and together with the Grant Notice, the “RSU Induc
TAX RECEIVABLE AGREEMENT by and between ROSEHILL RESOURCES INC., TEMA OIL AND GAS COMPANY, AND AGENT DATED AS OF APRIL 27, 2017Tax Receivable Agreement • May 3rd, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 27, 2017, is hereby entered into by and among Rosehill Resources Inc. (formerly KLR Energy Acquisition Corp.), a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent.
AMENDMENT NO. 1 TO CRUDE OIL GATHERING AGREEMENTCrude Oil Gathering Agreement • April 14th, 2020 • Rosehill Resources Inc. • Crude petroleum & natural gas
This Amendment No. 1 to Crude Oil Gathering Agreement (this “Amendment”) is dated as of the 9th day of December, 2019 but effective as of October 1, 2018 (the “Effective Date”), by and between Gateway Gathering and Marketing Company (“Gatherer”) and Rosehill Operating Company, LLC (“Producer”). Gatherer and Producer are sometimes referred to in this Amendment individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.
FORBEARANCE AGREEMENTForbearance Agreement • May 5th, 2020 • Rosehill Resources Inc. • Crude petroleum & natural gas • New York
This FORBEARANCE AGREEMENT, dated as of May 4, 2020 (this “Agreement”), among ROSEHILL RESOURCES INC. (“RRI”), a Delaware corporation, ROSEHILL OPERATING COMPANY, LLC (the “Borrower”), a Delaware limited liability company, the financial institutions party hereto as Lenders and constituting not less than the Required Lenders (such Lenders, the “Consenting Lenders”) and JPMORGAN CHASE BANK, N.A., as Issuing Bank and Administrative Agent (in such agency capacity, the “Administrative Agent”), is made with respect to the Amended and Restated Credit Agreement, dated as of March 28, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, RRI, the Administrative Agent, the Issuing Bank and the Lenders from time to time party thereto.
