Shares WPX ENERGY, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
FORM OF TAX SHARING AGREEMENTForm of Tax Sharing Agreement • October 31st, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
This Tax Sharing Agreement (the “Agreement”) is entered into as of , 2011, by and between The Williams Companies, Inc., a Delaware corporation (“Williams”), and WPX Energy, Inc., a Delaware corporation (“WPX”) (collectively, the “parties”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between THE WILLIAMS COMPANIES, INC., and WPX ENERGY, INC. Dated as of , 2011Separation and Distribution Agreement • October 31st, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 31st, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”) and WPX Energy, Inc., a Delaware corporation (“WPX”).
