INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2017 • Silver Run Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2017, by and between Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2017, is made and entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), Silver Run Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
WARRANT AGREEMENT between SILVER RUN ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 2nd, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2017, is by and between Silver Run Acquisition Corporation II, 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”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2017 • Silver Run Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [·], 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), and Silver Run Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
Silver Run Acquisition Corporation II Houston, TX 77002Letter Agreement • March 2nd, 2017 • Silver Run Acquisition Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), 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 46,000,000 of the Company’s units (including up to 6,000,000 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 Stock at a price of $11.50 per share, subject to adjustment. The Units shall be
SILVER RUN ACQUISITION CORPORATION II 1000 Louisiana Street, Suite 1450 Houston, TX 77002 [·], 2017Silver Run Acquisition Corp II • March 2nd, 2017 • Blank checks • New York
This letter agreement by and between Silver Run Acquisition Corporation II (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliate of our sponsor, Silver Run Sponsor II, LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (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”):
Silver Run Acquisition Corporation II New York, New York 10019Silver Run Acquisition Corp II • March 2nd, 2017 • Blank checks • New York
Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), is pleased to accept the offer Silver Run Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 11,500,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), 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”) 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 B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the
