Form of WildHorse Resource Development Corporation Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • New York
WildHorse Resource Development Corporation, a Delaware corporation (except as described below, the “Company”), proposes to sell an aggregate of [ • ] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). In addition, the Company and certain stockholders of the Company named in Schedule II attached hereto (each individually, a “Selling Stockholder” and, collectively, the “Selling Stockholders”) propose to grant to the underwriters named in Schedule I (each individually, an “Underwriter” and collectively, the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [ • ] additional shares of Common Stock on the terms set forth in Section 3 (the “Option Stock”). Of the [ • ] shares of the Option Stock, [ • ] shares are being sold by the Company and [ • ] shares are being sold by the Selling Stockholders. The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT WHE ACQCO HOLDINGS, LLCLimited Liability Company Agreement • November 18th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated effective as of [ ], 2016, is made by and among WHE AcqCo Holdings, LLC, a Delaware limited liability company (the “Company”), and the Persons who have executed a signature page to this Agreement as the Members and the Managers.
FORM OF MASTER CONTRIBUTION AGREEMENTMaster Contribution Agreement • November 18th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This MASTER CONTRIBUTION AGREEMENT (this “Agreement”), dated [●], 2016, is by and among WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), WildHorse Resources II, LLC, a Delaware limited liability company (“WH II”), Esquisto Resources II, LLC, a Delaware limited liability company (“EQ II”), WHE AcqCo., LLC, a Delaware limited liability company (“AcqCo.”), NGP XI US Holdings L.P., a Delaware limited partnership (“NGP XI”), WildHorse Investment Holdings, LLC, a Delaware limited liability company (“WH Investment”), Esquisto Investment Holdings, LLC, a Delaware limited liability company (“EQ Investment” and together with the NGP XI, WH Investment, EQ II, AcqCo. and WH II, the “Company Parties” and each, individually, a “Company Party”), WHE AcqCo. Holdings, LLC, a Delaware limited liability company (“AcqCo. Holdings”), WildHorse Holdings, LLC, a Delaware limited liability company (“WH Holdings”), Esquisto Holdings, LLC, a Delaware limited liability company
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT WILDHORSE INVESTMENT HOLDINGS, LLCLimited Liability Company Agreement • November 18th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated effective as of [ ], 2016, is made by and among WildHorse Investment Holdings, LLC, a Delaware limited liability company (the “Company”), and the Persons who have executed a signature page to this Agreement as the Members and the Managers.
FORM OF STOCKHOLDERS’ AGREEMENTStockholders' Agreement • November 18th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of , 2016, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), WildHorse Holdings, LLC, a Delaware limited liability company (“WildHorse Holdings”), Esquisto Holdings, LLC, a Delaware limited liability company (“Esquisto Holdings”) and WHE AcqCo Holdings, LLC, a Delaware limited liability company (“Acquisition Holdings” and together with WildHorse Holdings and Esquisto Holdings, the “Principal Stockholders”).
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 18th, 2016 • WildHorse Resource Development Corp • Crude petroleum & natural gas • Texas
This Transition Services Agreement (this “Agreement”) is executed and agreed to as of [●], 2016 (the “Effective Date”) by and among WildHorse Resource Development Corporation, a Delaware corporation (the “Parent”), Esquisto Resources II, LLC, a Delaware limited liability company (the “Company”), and CH4 Energy IV, LLC, a Delaware limited liability company, PetroMax Operating Co., Inc., a Texas corporation, and Crossing Rocks Energy, LLC, a Delaware limited liability company (collectively, the “Service Providers” and each a “Service Provider”). The Parent, the Company and the Service Providers are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.
