—] Shares PARSLEY ENERGY, INC. Class A common stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • New York
FORM OF MASTER REORGANIZATION AGREEMENTForm of Master Reorganization Agreement • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of May 2, 2014, is entered into by and among Parsley Energy Inc., a Delaware corporation (“PubCo”), NGP X US Holdings, L.P., a Delaware limited partnership (“NGP”), Parsley Energy, LLC, a Delaware limited liability company (“Parsley LLC”), the persons identified on the signature page hereto as Existing Members (the “Existing Members”) and Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (“PEEH” and, together with PubCo, NGP, Parsley LLC and the Existing Members, collectively, the “Parties”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [•], 2014 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “Delaware Act”) and Section 264 of the Delaware General Corporation Law (the “DGCL”), is made and entered into by and among Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (“MergerCo”) and Parsley Energy, Inc., a Delaware corporation (“Parsley,” and together with MergerCo, the “Parties”).
PARSLEY ENERGY, INC. FORM OF RESTRICTED STOCK AGREEMENTForm of Restricted Stock Agreement • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of the “Date of Grant” set forth in the Notice of Grant of Restricted Stock (the “Notice of Grant”) by and between Parsley Energy, Inc., a Delaware corporation (the “Company”), and you;
AMENDED AND RESTATED CREDIT AGREEMENT among PARSLEY ENERGY, L.P., as Borrower, PARSLEY ENERGY MANAGEMENT, LLC, as General Partner, PARSLEY ENERGY, LLC, as Holdings, The Several Lenders from Time to Time Parties Hereto, and CHAMBERS ENERGY MANAGEMENT,...Credit Agreement • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 21, 2013, is by and among PARSLEY ENERGY, L.P., a Texas limited partnership (“Borrower”), PARSLEY ENERGY MANAGEMENT, LLC, a Texas limited liability company (“General Partner”), PARSLEY ENERGY, LLC, a Delaware limited liability company (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and CHAMBERS ENERGY MANAGEMENT, LP, as administrative agent (in such capacity, “Agent”).
FORM OF NOTICE OF GRANT OF RESTRICTED STOCK (Time Based)Restricted Stock Agreement • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas
Pursuant to the terms and conditions of the Parsley Energy, Inc. 2014 Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Agreement, attached as Appendix B (the “Agreement”), you are hereby issued shares of Stock subject to certain restrictions thereon and under the conditions set forth below, in the Agreement, and in the Plan (the “Restricted Shares”). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 9, 2014 Among PARSLEY ENERGY, L.P., as Borrower, PARSLEY ENERGY MANAGEMENT, LLC, as General Partner, PARSLEY ENERGY, LLC, as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”) dated as of May 9, 2014, is among Parsley Energy, L.P., a limited partnership duly formed and existing under the laws of the state of Texas (the “Borrower”); Parsley Energy Management, LLC, a Texas limited liability company (the “General Partner”); Parsley Energy, LLC, a Delaware limited liability company (the “Parent”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the General Partner and the Parent, the “Obligors”); each of the Lenders party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FORM OF NOTICE OF GRANT OF RESTRICTED STOCK (Performance Based)Restricted Stock Agreement • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas
Pursuant to the terms and conditions of the Parsley Energy, Inc. 2014 Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Agreement, attached as Appendix B (the “Agreement”), you are hereby issued shares of Stock subject to certain restrictions thereon and under the conditions set forth below, in the Agreement, and in the Plan (the “Restricted Shares”). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
