Underwriting AgreementUnderwriting Agreement • January 13th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • New York
Jagged Peak Energy Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [·] shares of common stock of the Company, $0.01 par value (the “Common Stock”), and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters [•] shares of Common Stock (said shares to be issued and sold by the Company being hereinafter called the “Company Underwritten Securities”, and shares to be sold by the Selling Stockholders being hereinafter called the “Selling Stockholder Underwritten Securities,” and the Company Underwritten Securities and the Selling Stockholder Underwriter Securities collectively being hereinafter referred to as the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to [•] additional s
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JPE MANAGEMENT HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY)Limited Liability Company Agreement • January 13th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of JPE Management Holdings LLC (the “Company”), is executed and agreed to as of [·], 2017 (the “Effective Date”) by and among the Manager (as defined herein), the Members (as defined herein) of the Company and Jagged Peak Energy Inc., a Delaware corporation (“PubCo”). Capitalized terms used herein shall have the meanings set forth in Article 2 unless otherwise defined herein.
FORM OF STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • January 13th, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of , 2017, is entered into by and among Jagged Peak Energy Inc., a Delaware corporation (the “Company”), Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (“Q-Jagged Peak”), JPE Management Holdings LLC, a Delaware limited liability company (“Management Holdco”), and the individuals listed on the signature pages hereto under the heading “Management” (collectively, “Management” and, together with Q-Jagged Peak and Management Holdco, the “Principal Stockholders”).
