Standard Contracts
INDEMNITY AGREEMENTIndemnification Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of May 4, 2017 between the Company and Indemnitee, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 4, 2017, is made and entered into by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), TPG Pace Energy Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page (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”).
60,000,000 Units TPG Pace Energy Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
TPG Pace Energy Holdings Corp., 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, 60,000,000 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 9,000,000 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 herein and
TPG PACE ENERGY HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of May 4, 2017Warrant Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 4, 2017, is by and between TPG Pace Energy Holdings Corp., 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”).
TPG Pace Energy Holdings Corp. c/o TPG Capital LP Fort Worth, TX 76102Securities Subscription Agreement • February 28th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), is pleased to accept the offer TPG Pace Energy Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Shares”), up to 1,500,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Shares and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), Class F Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless
INDEMNITY AGREEMENTIndemnity Agreement • February 15th, 2024 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Delaware
(B)The board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among publicly traded corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Second Amended and Restated Cer
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of May 4, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), and TPG Pace Energy Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 13, 2024 among MAGNOLIA OIL & GAS INTERMEDIATE LLC, as Holdings MAGNOLIA OIL & GAS OPERATING LLC as the Borrower, The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A.,...Credit Agreement • November 13th, 2024 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 13, 2024, among Magnolia Oil & Gas Intermediate LLC, a Delaware limited liability company (“Holdings”), Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), Citibank, N.A., as Administrative Agent and Collateral Agent for the Lenders, as the Swingline Lender and an Issuing Bank, and each other Issuing Bank from time to time party hereto.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
INDENTURE Dated as of July 31, 2018 among MAGNOLIA OIL & GAS OPERATING LLC, as Company, MAGNOLIA OIL & GAS FINANCE CORP., as Co-Issuer, the Guarantors from time to time party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 6.00% SENIOR...Indenture • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of July 31, 2018, among (a) Magnolia Oil & Gas Operating LLC, a Delaware limited liability company, as the Company (as defined herein), (b) Magnolia Oil & Gas Finance Corp., a Delaware corporation, as the Co-Issuer (as defined herein), (c) certain Parent Companies (as defined herein) of the Company, as Parent Guarantors (as defined herein), (d) certain subsidiaries of the Company, as Subsidiary Guarantors (as defined herein), and (e) Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (as defined herein).
May 4, 2017Underwriting Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, 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 69,000,000 of the Company’s units (including up to 9,000,000 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 St
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Energy Holdings Corp., a Delaware...Underwriting Agreement • April 28th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGNOLIA OIL & GAS PARENT LLC DATED AS OF JULY 31, 2018Limited Liability Company Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of July 31, 2018, by and among Magnolia Oil & Gas Parent LLC, a Delaware limited liability company (the “Company”), Magnolia Oil & Gas Corporation (“PubCo”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
TPG Pace Energy Holdings Corp.Administrative Services Agreement • March 31st, 2017 • TPG Pace Energy Holdings Corp. • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Energy Holdings Corp. (the “Company”) are first listed on the New York Stock Exchange (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”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, TPG Pace Energy Sponsor, LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $20,000 per month on the
MAGNOLIA OIL & GAS CORPORATION Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • June 7th, 2019 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
Magnolia Oil & Gas Corporation, a Delaware corporation (the “Company”), plans to commence an offer (as described in the Prospectus defined below, the “Exchange Offer”) pursuant to which the Company will offer to the holders of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) the opportunity to receive 0.29 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company in exchange for each of the Company’s Warrants tendered by a holder thereof and exchanged upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Material (as defined below). The Company has caused the Exchange Offer and Consent Solicitation Material to be prepared and furnished to you on or prior to the date hereof for use in connection with the Exchange Offer and the Consent Solicitation (as defined below). Certain capitalized terms used herein are defined in Section 16 of this Agreement. Conc
MAGNOLIA OIL & GAS CORPORATION 7,500,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2022 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2018 • TPG Pace Energy Holdings Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 20th day of March, 2018, by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the “Issuer”), and [ ] (“Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of July 31, 2018 (the “Effective Date”), by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (the “Holders,” and each individually, a “Holder”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2019 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of February 25, 2019 by and among Magnolia Oil & Gas Corporation, a Delaware corporation (f/k/a TPG Pace Energy Holdings Corp.) (the “Company”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (each signatory hereto, a “party,” and together, the “parties”).
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • May 11th, 2020 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas
This FIRST AMENDMENT TO SERVICES AGREEMENT (this “Amendment”) is executed and agreed to effective as of May 1, 2020, by and among Magnolia Oil & Gas Corporation (formerly known as TPG Pace Energy Holdings Corp.), a Delaware corporation (“Parent”), Magnolia Oil & Gas Operating LLC (formerly known as TPG Pace Energy Operating LLC), a Delaware limited liability company (“Owner”), and EnerVest Operating, L.L.C., a Delaware limited liability company (“Service Provider”). Parent, Owner, and Service Provider are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Services Agreement (as defined below).
INDENTURE Dated as of November 26, 2024 among MAGNOLIA OIL & GAS OPERATING LLC, as Company, MAGNOLIA OIL & GAS FINANCE CORP., as Co-Issuer, the Guarantors from time to time party hereto, and REGIONS BANK, as Trustee 6.875% SENIOR NOTES DUE 2032Indenture • November 26th, 2024 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of November 26, 2024, among (a) Magnolia Oil & Gas Operating LLC, a Delaware limited liability company, as the Company (as defined herein), (b) Magnolia Oil & Gas Finance Corp., a Delaware corporation, as the Co-Issuer (as defined herein), (c) certain Parent Companies (as defined herein) of the Company, as Parent Guarantors (as defined herein), (d) certain subsidiaries of the Company, as Subsidiary Guarantors (as defined herein), and (e) Regions Bank, an Alabama banking corporation, as Trustee (as defined herein).
AMENDMENT NO. 1 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • May 14th, 2018 • TPG Pace Energy Holdings Corp. • Blank checks • Delaware
This Amendment No. 1 (this “Amendment”) is made as of May 10, 2018 by and among (i) EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership (“EV XIV-A”), EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership (“EV XIV-WIC”), EnerVest Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership (“EV XIV-2A”), and EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership (“EV XIV-3A”), and EnerVest Energy Institutional Fund XIV-C, L.P., a Delaware limited partnership (“EV XIV-C” and, together with EV XIV-3A, EV XIV-A, EV XIV-WIC and EV XIV-2A, the “Contributors”, and each a “Contributor”), on the one part, and (ii) TPG Pace Energy Holdings Corp., a Delaware corporation (“Parent”), and TPG Pace Energy Parent LLC, a Delaware limited liability company (“Company”), on the other part, and amends that certain Contribution and Merger Agreement (the “Original Agreement”), dated as of March 20, 2018, by and among the
BORROWING BASE REDETERMINATION AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENTBorrowing Base Redetermination Agreement and Amendment to Credit Agreement • November 6th, 2020 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas
This BORROWING BASE REDETERMINATION AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of October 15, 2020 (this “Amendment”), is entered into among MAGNOLIA OIL & GAS OPERATING LLC, a Delaware limited liability company (the “Borrower”), MAGNOLIA OIL & GAS INTERMEDIATE LLC, a Delaware limited liability company (f/k/a TPG Pace Energy Intermediate LLC) (“Holdings”), each other Guarantor party hereto, the Lenders party hereto and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders (in such capacity, the “Collateral Agent”).
TPG Pace Energy Holdings Corp.Administrative Services Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Energy Holdings Corp. (the “Company”) are first listed on the New York Stock Exchange (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”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, TPG Pace Energy Sponsor, LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $20,000 per month on the
TPG PACE ENERGY HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2017Warrant Agreement • April 17th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2017, is by and between TPG Pace Energy Holdings Corp., 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”).
MAGNOLIA OIL & GAS CORPORATION 7,500,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2022 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
AMENDMENT NO. 1 TO NON-COMPETITION AGREEMENTNon-Competition Agreement • February 23rd, 2021 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas
This Amendment No. 1 TO NON-COMPETITION AGREEMENT (this “Amendment”) is made as of January 29, 2021, by and between EnerVest, Ltd., a Texas limited partnership (“EnerVest”), and Magnolia Oil & Gas Corporation (formerly known as TPG Pace Energy Holdings Corp.), a Delaware corporation (“PubCo”). EnerVest and PubCo may be referred to herein each as a “Party” and together as the “Parties.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 7th, 2019 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of June 7, 2019 by and among Magnolia Oil & Gas Corporation (the “Company”) and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”).
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 13th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas
This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of September 28, 2018 by and among (i) ENERVEST ENERGY INSTITUTIONAL FUND XI-A, L.P., a Delaware limited partnership (“EV XI-A”), ENERVEST ENERGY INSTITUTIONAL FUND XI-WI, L.P., a Delaware limited partnership (“EV XI-WI”), ENERVEST HOLDING, L.P., a Texas limited partnership (“EV Holding”), and ENERVEST WACHOVIA CO-INVESTMENT PARTNERSHIP, L.P., a Delaware limited partnership (“EV Co-Invest” and, collectively with EV XI-A, EV XI-WI and EV Holding, the “Sellers” and each a “Seller”), on the one part, and (ii) MAGNOLIA OIL & GAS PARENT LLC (formerly known as TPG Pace Energy Parent LLC), a Delaware limited liability company (“Buyer”), on the other part. Sellers and Buyer may be referred to herein each as a “Party” and together as the “Parties.”
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • July 10th, 2019 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
This Amendment (this “Amendment”) is made as of July 10, 2019 by and between Magnolia Oil & Gas Corporation, a Delaware corporation (f/k/a TPG Pace Energy Holdings Corp.) (the “Company”) and Continental Stock Transfer & Trust Company, a New York Corporation (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of May 4, 2017 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
MAGNOLIA OIL & GAS CORPORATION 17,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
STOCKHOLDER AGREEMENTStockholder Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of July 31, 2018, is made by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), TPG Pace Energy Sponsor, LLC, a Delaware limited liability company (“TPG Pace”), EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership (“EV XIV-A”), EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership (“EV XIV-WIC”), Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership (“EV XIV-2A”), EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership (“EV XIV-3A”), EnerVest Energy Institutional Fund XIV-C, L.P., a Delaware limited partnership (“EV XIV-C”), and, by subsequent agreement, EnerVest Energy Institutional Fund XIV-C-AIV, L.P., a Delaware limited partnership (“EV XIV-C-AIV” and, together with EV XIV-A, EV XIV-WIC, EV XIV-2A, EV XIV-3A, and EV XIV-C collectively, the “EnerVest Funds”). TPG Pace and the EnerVest Funds shall be refer
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 3rd, 2021 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 5, 2021, among (a) Magnolia Oil & Gas Operating LLC, a Delaware limited liability company (the “Company”), (b) Magnolia Oil & Gas Finance Corp., a Delaware corporation (the “Co-Issuer”; and together with the Company, the “Issuers”), (c) Magnolia Oil & Gas Intermediate LLC (f/k/a TPG Pace Energy Intermediate LLC), a Delaware limited liability company, Magnolia Oil & Gas Parent LLC (f/k/a TPG Pace Energy Parent LLC), a Delaware limited liability company and Magnolia Oil & Gas Corporation (f/k/a TPG Pace Energy Holdings Corp.), a Delaware corporation (collectively, the “Guarantors”) and (d) Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee under the Indenture (the “Trustee”).
AMENDMENT NO. 2 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • August 14th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Delaware
This Amendment No. 2 (this “Amendment”) is made as of June 27, 2018 by and among (i) EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership (“EV XIV-A”), EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership (“EV XIV-WIC”), EnerVest Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership (“EV XIV-2A”), and EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership (“EV XIV-3A”), and EnerVest Energy Institutional Fund XIV-C, L.P., a Delaware limited partnership (“EV XIV-C” and, together with EV XIV-3A, EV XIV-A, EV XIV-WIC and EV XIV-2A, the “Contributors”, and each a “Contributor”), on the one part, and (ii) TPG Pace Energy Holdings Corp., a Delaware corporation (“Parent”), and TPG Pace Energy Parent LLC, a Delaware limited liability company (“Company”), on the other part, and amends that certain Contribution and Merger Agreement (as amended by that certain Amendment No. 1 thereto, dated as of May 9,
SERVICES AGREEMENT BY AND BETWEEN TPG PACE ENERGY HOLDINGS CORP., AS PARENT TPG PACE ENERGY OPERATING LLC, AS OWNER AND ENERVEST OPERATING, L.L.C., AS SERVICE PROVIDERServices Agreement • August 6th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Texas
This SERVICES AGREEMENT (this “Agreement”) is executed and agreed to as of July 31, 2018 (the “Closing Date”), by and between TPG Pace Energy Holdings Corp., a Delaware corporation (“Parent”), TPG Pace Energy Operating LLC, a Delaware limited liability company (“Owner”), and EnerVest Operating, L.L.C., a Delaware limited liability company (“Service Provider”). Parent, Owner and Service Provider are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.
