Jagged Peak Energy Inc. 31,599,334 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • January 31st, 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, 28,333,334 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 3,266,000 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 4,7
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • January 31st, 2017 • Jagged Peak Energy Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of January 25, 2017 (the “Effective Date”), is entered into by and among Jagged Peak Energy LLC, a Delaware limited liability company (“Jagged Peak LLC”), Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (“Q-Jagged Peak”), Jagged Peak Energy Inc., a Delaware corporation (the “Company”), JPE Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), JPE Management Holdings LLC, a Delaware limited liability company (“Management Holdco”), and the individuals listed on the signature pages hereto under the heading “Management Members” (collectively, the “Management Members”). Jagged Peak LLC, Q-Jagged Peak, the Company, Merger Sub, Management Holdco and the Management Members are each individually referred to herein as a “Party” and collectively, the “Parties”.
