REGISTRATION RIGHTS AGREEMENT by and among Amplify Energy Corp. and THE HOLDERS PARTY HERETO Dated as of May 4, 2017Registration Rights Agreement • May 5th, 2017 • Amplify Energy Corp • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 4, 2017 by and among (i) Amplify Energy Corp., a Delaware corporation (the “Company”), (ii) Amplify Energy Contribution LLC A, a Delaware limited liability company (“Contribution LLC A”), (iii) Amplify Energy Contribution LLC B, a Delaware limited liability company (“Contribution LLC B”), (iv) Amplify Energy Contribution LLC C, a Delaware limited liability company (“Contribution LLC C”) and (v) Amplify Energy Contribution LLC D, a Delaware limited liability company (“Contribution LLC D”) (the parties in (ii) – (vi), collectively, the “Contribution LLCs” and each a “Contribution LLC”), and (vii) any other Person who shall at any time be a party to or bound by this Agreement as a result of the execution and delivery to the Company of a Joinder substantially in the form attached as Annex A (a “Joinder”), in accordance with the terms hereof.
AMPLIFY ENERGY CORP. MANAGEMENT INCENTIVE PLAN SEVERANCE AGREEMENTManagement Incentive Plan • May 5th, 2017 • Amplify Energy Corp • Crude petroleum & natural gas
As you know, Memorial Production Partners LP (the “Partnership”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) on January 16, 2017 to implement a prenegotiated restructuring pursuant to the Joint Plan of Reorganization of Memorial Production Partners LP, et al, as amended from time to time (the “Plan of Reorganization”).
AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 5th, 2017 • Amplify Energy Corp • Crude petroleum & natural gas
As you know, Memorial Production Partners LP (the “Partnership”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) on January 16, 2017 to implement a prenegotiated restructuring pursuant to the Joint Plan of Reorganization of Memorial Production Partners LP, et al, as amended from time to time (the “Plan of Reorganization”). In connection with such restructuring, the Partnership’s general partner Memorial Production Partners GP LLC (the “Company”) and certain of the Debtors’ creditors agreed to amend that certain Change of Control Agreement with the Company, dated May 4, 2016 (the “CoC Agreement”), pursuant to Section 9 of the CoC Agreement, which permits such amendment by means of a written instrument agreed by both parties, as follows:
STOCKHOLDERS AGREEMENTStockholders Agreement • May 5th, 2017 • Amplify Energy Corp • Crude petroleum & natural gas • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 4, 2017, is entered into by and among (i) Amplify Energy Corp., a Delaware corporation (the “Company”), (ii) Amplify Energy Contribution LLC A, (iii) Amplify Energy Contribution LLC B, (iv) Amplify Energy Contribution LLC C, (v) Amplify Energy Contribution LLC D, (vi) Amplify Energy Contribution LLC E (the parties in (ii) – (vi), collectively, the “Contribution LLCs” and each a “Contribution LLC”), (vii) each of the persons listed on Annex A hereto (the “Unsecured Noteholders”), and (viii) any other Person who shall at any time be a party to or bound by this Agreement (each such Person, together with the Contribution LLCs and Unsecured Noteholders, the “Holders”) as a result of the execution and delivery to the Company of a Joinder substantially in the form attached as Annex B (a “Joinder”), in accordance with the terms hereof.
WARRANT AGREEMENT between AMPLIFY ENERGY CORP., AS ISSUER and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT May 4, 2017Warrant Agreement • May 5th, 2017 • Amplify Energy Corp • Crude petroleum & natural gas • New York
