Jones Energy, Inc. [·] Shares of Class A Common Stock Underwriting AgreementJones Energy, Inc. • June 7th, 2013 • Crude petroleum & natural gas • New York
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Jones Energy, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of Class A common stock, $0.001 per share par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
JONES ENERGY, INC. REGISTRATION RIGHTS AND STOCKHOLDERS AGREEMENT DATED AS OF JUNE [ ], 2013Registration Rights and Stockholders Agreement • June 7th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights and Stockholders Agreement, dated as of June [ ], 2013 (as amended, modified, supplemented or restated from time to time, this “Agreement”), among Jones Energy, Inc., a Delaware corporation (the “Company”), the Jones Holders (as such term is defined herein), and the Metalmark Holders (as such term is defined herein).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 2013 by and between Jones Energy, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • June 7th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Texas
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of the 12th day of April, 2011, by and between, Jones Energy Holdings, LLC, a Delaware limited liability company (the “Purchaser”), and Southridge Energy, LLC, a Texas limited liability company (the “Seller”).
JONES ENERGY HOLDINGS, LLCLimited Liability Company Agreement • June 7th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Jones Energy Holdings, LLC (the “Company”), dated and effective as of [·], 2013 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
RESTRUCTURING AGREEMENTRestructuring Agreement • June 7th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This RESTRUCTURING AGREEMENT (this “Agreement”), dated and effective as of [•], 2013 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among Jones Energy, Inc., a Delaware corporation (“JEI”) and Jones Energy Holdings, LLC, a Delaware limited liability company (“JEH”) and the undersigned Members of JEH. The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meaning set forth in the Second Restated LLC Agreement (as defined below).
