INDEMNIFICATION AGREEMENTIndemnification Agreement • June 4th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 14, 2014, by and between Parsley Energy, Inc., a Delaware corporation (the “Corporation”), and David Smith (“Indemnitee”).
TAX RECEIVABLE AGREEMENT among PARSLEY ENERGY, INC., CERTAIN MEMBERS OF PARSLEY ENERGY, LLC, and BRYAN SHEFFIELD DATED AS OF MAY 29, 2014Tax Receivable Agreement • June 4th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 29, 2014, is hereby entered into by and among Parsley Energy, Inc., a Delaware corporation (the “Corporate Taxpayer”), the members of Parsley Energy, LLC, a Delaware limited liability company (“Parsley Energy”) set forth on Schedule A (the “Members”), and Bryan Sheffield (the “Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2014, by and among Parsley Energy, LLC, a Delaware limited liability company (“Parsley”), Parsley Energy, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the parties listed as Owners on the execution page hereof (collectively, the “Owners” and individually, an “Owner”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PARSLEY ENERGY, LLC DATED AS OF MAY 29, 2014Limited Liability Company Agreement • June 4th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 29, 2014, by and among PARSLEY ENERGY, LLC, a Delaware limited liability company (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. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
PURCHASE AND SALE AGREEMENT AMONG OGX PRODUCTION, LP AND OGX OPERATING, LLC AS SELLER AND PARSLEY ENERGY, L.P. AS BUYER JUNE 4, 2014Purchase and Sale Agreement • June 4th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 4th day of June, 2014, by and among OGX PRODUCTION, LP, a Delaware limited partnership and OGX OPERATING, LLC, a Texas limited liability company (individually and collectively as the context requires, “Seller” as the context requires) and PARSLEY ENERGY, L.P., a Texas limited partnership (“Buyer”). Buyer and Seller are collectively referred to as the “Parties” and individually as a “Party.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 4th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 29, 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”).
