INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2017 • Silver Run Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2017, by and between Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2017, is made and entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), Silver Run Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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”).
WARRANT AGREEMENT between SILVER RUN ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 29th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 23, 2017, is by and between Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 23, 2017 by and between Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
55,000,000 Units Silver Run Acquisition Corporation II FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 55,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 8,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used here
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 29th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of March 23, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and Silver Run Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 9, 2018, by and between Alta Mesa Resources, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 17th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2017 by and between Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 17th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2017, is made and entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), Silver Run Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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”).
Silver Run Acquisition Corporation II Houston, TX 77002Letter Agreement • March 2nd, 2017 • Silver Run Acquisition Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be
Silver Run Acquisition Corporation II 1000 Louisiana Street, Suite 1450 Houston, TX 77002 Re: Initial Public Offering Gentlemen:Letter Agreement • March 29th, 2017 • Silver Run Acquisition Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 103,500,000 of the Company’s units (including up to 13,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.5
EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2019 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of January 7, 2019 (the “Effective Date”), by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), John C. Regan (hereafter “Executive”) and, solely with respect to Section 41, Alta Mesa Holdings, LP, a Texas limited partnership (“Alta Mesa”). The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”
AMENDED AND RESTATED CREDIT AGREEMENT KINGFISHER MIDSTREAM, LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent and LC Issuer, and CERTAIN FINANCIAL INSTITUTIONS, as Lenders May 30, 2018 WELL FARGO SECURITIES, LLC, CAPITAL ONE, NATIONAL...Credit Agreement • May 31st, 2018 • Alta Mesa Resources, Inc. /DE • Blank checks • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of May 30, 2018, by and among Kingfisher Midstream, LLC, a Delaware limited liability company (“Borrower”), Wells Fargo Bank, N.A., as the successor Administrative Agent (together with its successors and assigns in such capacity, the “Successor Agent”), ABN AMRO CAPITAL USA LLC, as the Resigning Agent, the LC Issuers, the Lenders referred to below and the undersigned Exiting Lenders.
EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT Among ALTA MESA HOLDINGS, LP as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and as Issuing Lender February 9, 2018...Credit Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • New York
This Eighth Amended and Restated Credit Agreement dated as of February 9, 2018 (the “Agreement”) is among Alta Mesa Holdings, LP, a Texas limited partnership (“Borrower”), the lenders party hereto from time to time (“Lenders”), and Wells Fargo Bank, National Association, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”).
SEPARATION AGREEMENTSeparation Agreement • August 27th, 2019 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas
This SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), and Michael E. Ellis (“Executive”). The Company and Executive may be individually referred to herein as the “Party” and collectively as the “Parties.” This Agreement is effective on December 20, 2018.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 17th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 17, 2017, between Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and Riverstone VI SR II Holdings, L.P., a Delaware limited partnership (the “Purchaser”).
SILVER RUN ACQUISITION CORPORATION II 1000 Louisiana Street, Suite 1450Silver Run Acquisition Corp II • March 29th, 2017 • Blank checks • New York
This letter agreement by and between Silver Run Acquisition Corporation II (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliate of our sponsor, Silver Run Sponsor II, LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
December 20, 2018 MERIDIAN ENERGY LLC HOUSTON, TEXAS 77019 Ladies and Gentlemen:Letter Agreement • August 27th, 2019 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas • Delaware
This letter agreement (as the same may be amended, restated or otherwise modified, this “Agreement”) sets forth the mutual understanding and agreement by and among Alta Mesa Services, LP, a Delaware limited partnership (the “Company”), Randy Limbacher (“Limbacher”), John H. Campbell, Jr. (“Campbell”) and Mark P. Castiglione (collectively with Limbacher and Campbell, the “Consultants”), and Meridian Energy LLC, a Delaware limited liability company (“Meridian”). The Company, Meridian and each Consultant are referred to individually herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • New York
This Amendment No. 1, dated as of February 9, 2018 (this “Amendment”) to the Registration Rights Agreement, dated as of March 23, 2017 (the “Original Agreement”), is by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), Silver Run Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto. All capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Agreement.
SEPARATION AGREEMENTSeparation Agreement • August 27th, 2019 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas
This SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), and Michael A. McCabe (“Executive”). The Company and Executive may be individually referred to herein as the “Party” and collectively as the “Parties.” This Agreement is effective on the date it is signed by the last Party to sign it (“Effective Date”).
CONTRIBUTION AGREEMENT by and between RIVERSTONE VI ALTA MESA HOLDINGS, L.P. and SILVER RUN ACQUISITION CORPORATION II Dated as of August 16, 2017Contribution Agreement • August 17th, 2017 • Silver Run Acquisition Corp II • Blank checks • Texas
This Contribution Agreement dated as of August 16, 2017 (this “Agreement”) is made and entered into by and between Riverstone VI Alta Mesa Holdings, L.P., a Delaware limited partnership (“Contributor”), and Silver Run Acquisition Corporation II, a Delaware corporation (“Buyer”). Each of Contributor and Buyer is sometimes referred to individually in this Agreement as a “Party” and collectively in this Agreement as the “Parties.”
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SRII OPCO, LP Dated as of February 9, 2018Joinder Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of SRII Opco, LP, a Delaware limited partnership (the “Partnership”), dated as of February 9, 2018, is adopted, executed and agreed to by and among SRII Opco GP, LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 27th, 2019 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas • New York
This Amendment No. 3 to Credit Agreement ("Agreement") entered into on December 5, 2018 but made effective as of February 9, 2018 ("Effective Date"), is among Alta Mesa Holdings, LP, a Texas limited partnership ("Borrower"), the Lenders (as defined below), Wells Fargo Bank, National Association, as administrative agent for the Lenders (as defined below) (in such capacity, the "Administrative Agent"), and as issuing lender (in such capacity, the "Issuing Lender").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2018 by and among Alta Mesa Resources, Inc. a Delaware corporation (the “Company”), High Mesa Holdings, L.P., a Delaware limited partnership (“High Mesa Holdings”), KFM Holdco, LLC, a Delaware limited liability company (the “Kingfisher Contributor”), and Riverstone VI Alta Mesa Holdings, L.P., a Delaware limited partnership (“Riverstone”). Each of High Mesa Holdings, the Kingfisher Contributor, Riverstone and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, is herein referred to as a “Holder” and collectively as the “Holders”.
CONTRIBUTION AGREEMENT by and among HIGH MESA HOLDINGS, LP HIGH MESA HOLDINGS GP, LLC, ALTA MESA HOLDINGS, LP, ALTA MESA HOLDINGS GP, LLC, SILVER RUN ACQUISITION CORPORATION II, solely for purposes of Section 6.7, Section 10.3 and Section 11.13, the...Contribution Agreement • August 17th, 2017 • Silver Run Acquisition Corp II • Blank checks • Texas
This Contribution Agreement dated as of August 16, 2017 (this “Agreement”) is made and entered into by and among High Mesa Holdings, L.P., a Delaware limited partnership (the “Contributor”), High Mesa Holdings GP, LLC., a Texas limited liability company (“GP Holdings”), Alta Mesa Holdings, LP, a Texas limited partnership (“Alta Mesa”), Alta Mesa Holdings GP, LLC, a Texas limited liability company and general partner of Alta Mesa (“Alta Mesa GP” and, collectively with Alta Mesa, the “Alta Mesa Parties”), Silver Run Acquisition Corporation II, a Delaware corporation (“Buyer”), solely for purposes of Section 6.7, Section 10.3 and Section 11.13, the Contributor Owners (as defined herein) and also for purposes of Section 6.6(j), Michael E. Ellis, an individual residing in the State of Texas (“Ellis”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party,” and all of the parties to this Agreement are sometimes collectively referred to in t
SEPARATION AGREEMENTSeparation Agreement • March 28th, 2019 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas • Texas
This SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), and Craig W. Collins (“Executive”). The Company and Executive may be individually referred to herein as the “Party” and collectively as the “Parties.” This Agreement is effective on March 26, 2019.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 17th, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 16, 2017, between Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and Riverstone VI SR II Holdings, L.P., a Delaware limited partnership (the “Purchaser”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Texas
THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of February 9, 2018, by and between Alta Mesa Resources, Inc., a Delaware corporation (“Buyer”), and Asset Risk Management, LLC, a Delaware limited liability company (the “Restricted Party”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in the Contribution Agreement (as defined below). Buyer and the Restricted Party are sometimes referred to collectively herein as the “Parties” and each, individually, as a “Party”.
OPERATING TRANSITION SERVICES AGREEMENT By and Between: KINGFISHER MIDSTREAM, LLC, as the “Owner” and ASSET RISK MANAGEMENT, LLC, as the “Operator” February 9, 2018Operating Transition Services Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Texas
THIS OPERATING TRANSITION SERVICES AGREEMENT (as the same may be amended, restated, or otherwise modified, this “Agreement”) is made and entered into as of the 9th day of February, 2018 (the “Effective Date”), by and between Kingfisher Midstream, LLC, a Delaware limited liability company (the “Owner”), and Asset Risk Management, LLC, a Delaware limited liability company (the “Operator”). The Owner and the Operator are referred to herein individually as a “Party” and collectively as the “Parties”.
First Amendment and Limited Waiver to Amended and Restated Credit AgreementCredit Agreement • May 1st, 2019 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas • New York
This First Amendment and Limited Waiver to Amended and Restated Credit Agreement (this “Amendment”), dated as of April 29, 2019 (the “Effective Date”), is among Kingfisher Midstream, LLC, a Delaware limited liability company (the “Borrower”), each of the Lenders that is a signatory hereto, and Wells Fargo Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and in its separate capacity as “LC Issuer”.
FORM OF AMENDMENT NO. 1 TO THE INDEMNITY AGREEMENTThe Indemnity Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
This Amendment No. 1 (this “Amendment”) to that certain Indemnity Agreement, dated March 29, 2017 (the “Original Agreement”), by and between Alta Mesa Resources, Inc., a Delaware corporation (the “Company”) (formerly, Silver Run Acquisition Corporation II), and [•] (the “Indemnitee”), is entered into by Company and Indemnitee and is dated as of February 9, 2018. Capitalized terms used herein but not defined in this Amendment have the meanings given to such terms in the Original Agreement.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into effective as of February 9, 2018 (the “Effective Date”) by and among Alta Mesa Holdings GP, LLC, a Delaware limited liability company (the “General Partner”), BCE-AMH Holdings, LLC, a Delaware limited liability company (“BCE-AMH”), BCE-MESA Holdings, LLC, a Delaware limited liability company (“BCE-MESA” and together with BCE-AMH, “Bayou City”), (i) Mezzanine Partners II Delaware Subsidiary, LLC, (ii) Offshore Mezzanine Partners Master Fund II, L.P., (iii) Institutional Mezzanine Partners II Subsidiary, L.P., (iv) AP Mezzanine Partners II, L.P., (v) The Northwestern Mutual Life Insurance Company, (vi) The Northwestern Mutual Life Insurance Company For its Group Annuity Separate Account, (vii) Northwestern Mutual Capital Strategic Equity Fund III, LP, (viii) KCK-AMIH, Ltd., (ix) United Insurance Company of America, and (x) Jade Real Assets Fund, L.P. (the entities in clauses (i) through (x), collective
MANAGEMENT SERVICES AGREEMENT By and Between: ALTA MESA HOLDINGS, LP, as the “Agent” and HIGH MESA, INC., as the “Company” February 9, 2018Management Services Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Texas
THIS MANAGEMENT SERVICES AGREEMENT (as the same may be amended, restated or otherwise modified, this “Agreement”) is made and entered into as of the 9th day of February, 2018 (the “Effective Date”), by and between Alta Mesa Holdings, LP, a Texas limited partnership (the “Agent”), and High Mesa, Inc., a Delaware corporation (the “Company”). The Agent and the Company are referred to individually herein as a “Party” and collectively as the “Parties”.
FORM 2019 INCENTIVE PROGRAM LETTER AGREEMENTLetter Agreement • March 28th, 2019 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas
Each portion of the retention bonus is earned only if you are employed by the Company (or its subsidiaries) on each of the dates set forth above. However, if you are terminated by the Company without Cause (as defined below), you will be paid the next installment of your bonus, subject to your executing and not revoking a General Release of Claims in such form as may be required by the Company in its sole discretion (the “Release”) within sixty days of your termination; in this event you will forfeit any future bonus installments. For example, if you are terminated without Cause after March 31, but prior to June 30 you would receive the June 30 payment, but would forfeit the remaining payments.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 14th, 2018 • Alta Mesa Resources, Inc. /DE • Crude petroleum & natural gas • New York
This Amendment No. 2 to Credit Agreement ("Agreement") dated as of August 13, 2018 ("Effective Date"), is among Alta Mesa Holdings, LP, a Texas limited partnership ("Borrower"), the Lenders (as defined below), Wells Fargo Bank, National Association, as administrative agent for the Lenders (as defined below) (in such capacity, the "Administrative Agent"), and as issuing lender (in such capacity, the "Issuing Lender").
