TAX RECEIVABLE AGREEMENTTax Receivable Agreement • July 30th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 29, 2013, is hereby entered into by and among Jones Energy, Inc., a Delaware corporation (the “Corporation”), Jones Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
JONES ENERGY, INC. REGISTRATION RIGHTS AND STOCKHOLDERS AGREEMENT DATED AS OF JULY 29, 2013Registration Rights and Stockholders Agreement • July 30th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights and Stockholders Agreement, dated as of July 29, 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).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 26, 2013Limited Liability Company Agreement • July 30th, 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 July 26, 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.
EXCHANGE AGREEMENTExchange Agreement • July 30th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 29, 2013, is hereby entered into by and among Jones Energy, Inc., a Delaware corporation (the “Corporation”), Jones Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
RESTRUCTURING AGREEMENTRestructuring Agreement • July 30th, 2013 • Jones Energy, Inc. • Crude petroleum & natural gas • Delaware
This RESTRUCTURING AGREEMENT (this “Agreement”), dated and effective as of July 11, 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).
