JAGGED PEAK ENERGY LLC Registration Rights AgreementRegistration Rights Agreement • May 8th, 2018 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated May 8, 2018 (the “Agreement”) is entered into by and among Jagged Peak Energy Inc., a Delaware corporation (the “Parent”), Jagged Peak Energy LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2017, by and between Jagged Peak Energy Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
Jagged Peak Energy Inc. 31,599,334 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • January 31st, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
Jagged Peak Energy Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 28,333,334 shares of common stock of the Company, $0.01 par value (the “Common Stock”), and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters 3,266,000 shares of Common Stock (said shares to be issued and sold by the Company being hereinafter called the “Company Underwritten Securities”, and shares to be sold by the Selling Stockholders being hereinafter called the “Selling Stockholder Underwritten Securities,” and the Company Underwritten Securities and the Selling Stockholder Underwriter Securities collectively being hereinafter referred to as the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 4,7
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2017, by and among Jagged Peak Energy Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AMENDMENT NO. 1 AND AGREEMENTCredit Agreement • December 19th, 2016 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT dated as of June 19, 2015 (the “Agreement”) is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), the Lenders (as defined below) and Wells Fargo Bank, National Association as Administrative Agent (as defined below) for the Lenders and as Issuing Lender (as defined below).
AGREEMENT AND PLAN OF MERGER among PARSLEY ENERGY, INC., JACKAL MERGER SUB, INC. and JAGGED PEAK ENERGY INC. Dated as of October 14, 2019Merger Agreement • October 15th, 2019 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 14, 2019 (this “Agreement”), among Parsley Energy, Inc., a Delaware corporation (“Parent”), Jackal Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Jagged Peak Energy Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 1, 2017 Among JAGGED PEAK ENERGY LLC as Borrower, JAGGED PEAK ENERGY INC. as Parent Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and Issuing Lender, and THE...Credit Agreement • February 7th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 1, 2017 (the “Agreement”) is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Parent”), the Lenders (as defined below) and Wells Fargo Bank, National Association as Administrative Agent (as defined below) for the Lenders and as Issuing Lender (as defined below).
JAGGED PEAK ENERGY LLC AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2026Indenture • May 8th, 2018 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of May 8, 2018 among Jagged Peak Energy LLC, a Delaware limited liability company (the “Issuer”), Jagged Peak Energy Inc., a Delaware corporation (the “Parent”), the other Guarantors (as defined herein) that may become party hereto from time to time and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 15th, 2019 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of October 14, 2019 (the “Agreement”), between Parsley Energy, Inc., a Delaware corporation (“Parent”), Jackal Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Q-Jagged Peak Energy Investment Partners, LLC (the “Holder”), and Jagged Peak Energy Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JPE MANAGEMENT HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY)Limited Liability Company Agreement • February 7th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of JPE Management Holdings LLC (the “Company”), is executed and agreed to as of February 1, 2017 (the “Effective Date”) by and among the Manager (as defined herein), the Members (as defined herein) of the Company and Jagged Peak Energy Inc., a Delaware corporation (“PubCo”). Capitalized terms used herein shall have the meanings set forth in Article 2 unless otherwise defined herein.
JAGGED PEAK ENERGY INC. RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Director Award)Restricted Stock Unit Agreement • January 31st, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between Jagged Peak Energy Inc., a Delaware corporation (the “Company”), and you;
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 19th, 2016 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Colorado
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of this 3rd day of April, 2013 (the “Effective Date”), by and among JAGGED PEAK ENERGY MANAGEMENT LLC, a Delaware limited liability company (the “Company”), and Gregory S. Hinds (“Executive”). Terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in the Limited Liability Company Agreement of Jagged Peak Energy LLC, dated effective as of the Effective Date (the “Company Agreement”).
AMENDMENT NO. 3 AND AGREEMENTAmendment No. 3 and Agreement • December 19th, 2016 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 3 and Agreement (this “Agreement”) dated as of September 30, 2016 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), the guarantors party hereto (the “Guarantors”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below).
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • February 7th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of February 1, 2017, is entered into by and among Jagged Peak Energy Inc., a Delaware corporation (the “Company”), Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (“Q-Jagged Peak”), JPE Management Holdings LLC, a Delaware limited liability company (“Management Holdco”), and the individuals listed on the signature pages hereto under the heading “Management” (collectively, “Management” and, together with Q-Jagged Peak and Management Holdco, the “Principal Stockholders”).
RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • April 20th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This RESTRICTED UNIT AGREEMENT (this “Agreement”) is executed and agreed to as of «Date» (the “Effective Date”), by and among JPE Management Holdings LLC, a Delaware limited liability company (the “Company”), and «Grantee» (the “Service Provider”).
AMENDMENT NO. 2 AND AGREEMENTAmendment No. 2 and Agreement • December 19th, 2016 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 2 and Agreement (this “Agreement”) dated as of June 29, 2016 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), the guarantors party hereto (the “Guarantors”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below), Wells Fargo Bank, National Association (the “Assignor”), and ABN AMRO Capital USA LLC, Fifth Third Bank, KeyBank National Association, and First Tennessee Bank National Association (collectively, the “Assignees” and each an “Assignee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January [ ], 2017 Among JAGGED PEAK ENERGY LLC as Borrower, JAGGED PEAK ENERGY INC. as Parent Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and Issuing Lender, and THE...Credit Agreement • January 17th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of January [ ], 2017 (the “Agreement”) is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Parent”), the Lenders (as defined below) and Wells Fargo Bank, National Association as Administrative Agent (as defined below) for the Lenders and as Issuing Lender (as defined below).
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 13th, 2018 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 5 to Amended and Restated Credit Agreement (this “Agreement”) dated as of November 7, 2018 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below).
AMENDMENT NO. 2, LIMITED WAIVER, MASTER ASSIGNMENT, AND AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENTAmendment No. 2, Limited Waiver, Master Assignment, and Agreement to Amended and Restated Credit Agreement • May 10th, 2018 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Agreement No. 2, Limited Waiver, Master Assignment, and Agreement to Amended and Restated Credit Agreement (this “Agreement”) dated as of March 21, 2018 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), the Lenders (as defined below), the Assignors (as defined below), and the Assignees (as defined below).
AMENDMENT NO. 1, MASTER ASSIGNEMENT, AND AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENTAmendment No. 1, Master Assignment, and Agreement to Amended and Restated Credit Agreement • November 8th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 1, Master Assignment, and Agreement to Amended and Restated Credit Agreement (this “Agreement”) dated as of October 26, 2017 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), the guarantors party hereto (the “Guarantors”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), the Lenders (as defined below), the Assignors (as defined below), and the Assignees (as defined below).
JAGGED PEAK ENERGY INC. PERFORMANCE STOCK UNIT AGREEMENT (Employee Award)Performance Stock Unit Agreement • April 20th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Performance Stock Units (“Notice of Grant”) by and between Jagged Peak Energy Inc., a Delaware corporation (the “Company”), and you;
AMENDMENT NO. 4, MASTER ASSIGNMENT, AND AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENTAmendment No. 4, Master Assignment, and Agreement to Amended and Restated Credit Agreement • November 8th, 2018 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 4, Master Assignment, and Agreement to Amended and Restated Credit Agreement (this “Agreement”) dated as of August 9, 2018 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), the Lenders (as defined below), the Assignors (as defined below), and the Assignees (as defined below).
LIMITED CONSENT AND AGREEMENTLimited Consent and Agreement • May 10th, 2018 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Limited Consent and Agreement (this “Agreement”) dated as of April 20, 2018 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), the Lenders (as defined below), the Assignors (as defined below), and the Assignees (as defined below).
STOCKHOLDERS’ AGREEMENT WAIVERStockholders' Agreement • July 25th, 2019 • Jagged Peak Energy Inc. • Crude petroleum & natural gas
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • April 4th, 2018 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Colorado
This SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is entered into by JOSEPH N. JAGGERS, III (“Jaggers”), JAGGED PEAK ENERGY INC., a Delaware corporation (the “Company”), JAGGED PEAK ENERGY LLC (“Employer”) and JPE MANAGEMENT HOLDINGS LLC (“Holdco”); and is effective as of the Effective Date (as defined below). The Company, Employer and Holdco may be referred to below as the “Company Parties” or individually as a “Company Party.” Jaggers and the Company Parties are each referred to herein as a “Party” and collectively as the “Parties.”
LIMITED CONSENT AND AGREEMENTLimited Consent and Agreement • November 7th, 2019 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Limited Consent and Agreement (this “Agreement”) dated as of [__], 2019 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below).
Re: Employment Terms and Conditions – «Title»Employment Agreement • August 10th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Colorado
You are currently employed by Jagged Peak Energy Management, LLC, a Delaware limited liability company (together with its affiliates, the “Company”) pursuant to that certain «Old_Agreement_Name», dated «Old_Agreement_Date» (the “Prior Agreement”). In consideration of the benefits described in this letter (this “Employment Letter Agreement”) to which you are not otherwise entitled, you hereby agree to waive any and all rights that you have under and with respect to the Prior Agreement and understand and agree that from and after the date of this Employment Letter Agreement, you shall have no further rights under or with respect to the Prior Agreement and it shall be terminated in all respects. You will retain your position as «Title» and your annual salary (the “Base Salary”) will remain at the same «Salary» level as in effect immediately prior to the date of this Employment Letter Agreement. In addition to the foregoing and, in summary, your compensation and benefits as of the date of
JAGGED PEAK ENERGY INC. RESTRICTED STOCK UNIT AGREEMENT (Employee Award)Restricted Stock Unit Agreement • April 20th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between Jagged Peak Energy Inc., a Delaware corporation (the “Company”), and you;
JAGGED PEAK ENERGY INC. RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Director Award)Restricted Stock Unit Agreement • April 20th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between Jagged Peak Energy Inc., a Delaware corporation (the “Company”), and you;
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • January 31st, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of January 25, 2017 (the “Effective Date”), is entered into by and among Jagged Peak Energy LLC, a Delaware limited liability company (“Jagged Peak LLC”), Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (“Q-Jagged Peak”), Jagged Peak Energy Inc., a Delaware corporation (the “Company”), JPE Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), JPE Management Holdings LLC, a Delaware limited liability company (“Management Holdco”), and the individuals listed on the signature pages hereto under the heading “Management Members” (collectively, the “Management Members”). Jagged Peak LLC, Q-Jagged Peak, the Company, Merger Sub, Management Holdco and the Management Members are each individually referred to herein as a “Party” and collectively, the “Parties”.
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2018 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 3 to Amended and Restated Credit Agreement (this “Agreement”) dated as of June 15, 2018 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 12th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Colorado
This SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is entered into by GREGORY S. HINDS (“Hinds”), JAGGED PEAK ENERGY INC., a Delaware corporation (the “Company”), JAGGED PEAK ENERGY MANAGEMENT LLC, a Delaware limited liability company (“Employer”), JAGGED PEAK ENERGY LLC (“JPE”) and JPE MANAGEMENT HOLDINGS LLC (“Holdco”); and is effective as of the Effective Date (as defined below). The Company, Employer, JPE, and Holdco may be referred to below as the “Company Parties” or individually as a “Company Party.” Hinds and the Company Parties are each referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 9th, 2019 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 6 to Amended and Restated Credit Agreement (this “Agreement”) dated as of April 29, 2019 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), Jagged Peak Energy Inc., a Delaware corporation (the “Guarantor”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”) and the Lenders (as defined below).
Limited Liability Company Agreement JACKAL MERGER SUB A, LLCLimited Liability Company Agreement • January 10th, 2020 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
The undersigned member of Jackal Merger Sub A, LLC, a Delaware limited liability company (“Company”), hereby enters into this “Agreement” on November 18, 2019 and hereby agrees as follows:
AMENDMENT NO. 4 AND WAIVERAmendment No. 4 and Waiver • January 6th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 4 and Waiver (this “Agreement”) dated as of December 28, 2016 (the “Effective Date”), is among Jagged Peak Energy LLC, a Delaware limited liability company (the “Borrower”), the guarantors party hereto (the “Guarantors”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders (as defined below).
