FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement is effective as of [ ], 2017, (this “Agreement”) and is between Vine Resources Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2014 (the “Effective Date”), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the “Company”), and Eric Marsh (the “Executive”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [ ], 2017, by and among Vine Resources Inc., a Delaware corporation (the “Company”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”) and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II”) and certain holders which hold Registrable Securities (as defined below) that join this agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
FORM OF TAX RECEIVABLE AGREEMENT between VINE RESOURCES INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2017Tax Receivable Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2017, and is between Vine Resources Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VINE RESOURCES HOLDINGS LLC a Delaware limited liability company Dated as of [ ], 2017Limited Liability Company Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement of Vine Resources Holdings LLC (the “Company”), dated as of [ ], 2017 (the “Effective Date”), is (a) adopted by the Members (as defined below) and (b) executed and agreed to, for good and valuable consideration, by the Members.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of March 3, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated May 28, 2014, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and Eric Marsh (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
FORM OF EXCHANGE AGREEMENTExchange Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2017 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Resources Inc., a Delaware corporation (“Issuer”), Vine Resources Holdings LLC, a Delaware limited liability company (“Vine Holdings”) and Vine Investment LLC, a Delaware limited liability company (“Vine Investment”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) effective January 6, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated January 5, 2015, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and John Regan (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
FORM OF STOCKHOLDERS’ AGREEMENT DATED AS OF [ ], 2017 AMONG VINE RESOURCES INC. AND THE OTHER PARTIES HERETOStockholders' Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Stockholders’ Agreement (the “Agreement”) is entered into as of [ ], 2017 by and among Vine Resources Inc., a Delaware corporation (the “Company”), each of the other parties identified on the signature pages hereto (the “Investor Parties”) and solely for purposes of Section 2.1(c), Section 3.2 and Section 3.3 hereof, Vine Investment LLC, a Delaware limited liability company (“Vine Investment”) and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II” and collectively with Vine Investment, the “Vine Investment Parties”).
FORM OF MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • March 27th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [ ], 2017, is entered into by and among Vine Oil & Gas Holdings LLC (“Blackstone”), each of the individuals listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas LP (“Vine LP”) prior to the execution of this Agreement (the “Management Members,” and together with Blackstone, the “Existing Owners”), Vine Oil & Gas GP LLC (“Vine GP”), Vine Resources Inc. (“VRI”), Vine Resources Holdings LLC (“VRH”), Vine Investment LLC (“Vine Investment”), and Vine Investment II LLC (“Vine Investment II,” and together with the Existing Owners, Vine LP, Vine GP, VRI, VRH, Vine Investment and Vine Investment II, the “Parties”).
