EXHIBIT D FORM OF STOCKHOLDERS AGREEMENT OF [NEW PARENT] Dated as of [●], 2018Stockholders Agreement • December 5th, 2017 • Bill Barrett Corp • Crude petroleum & natural gas • Delaware
This Stockholders Agreement, dated as of [●], 2018 (as it may be amended from time to time, this “Agreement”), is made by and among [New Parent], a Delaware corporation (the “Company”), [Rio Grande Energy Company, LLC], a Delaware limited liability company (the “Investor”) and solely for the purposes of Section 2.2, the [Controlling Member] (the “Fund”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BILL BARRETT CORPORATION, RED RIDER HOLDCO, INC., RIO MERGER SUB, LLC, RIDER MERGER SUB, INC., FIFTH CREEK ENERGY OPERATING COMPANY, LLC, solely for the purposes of Sections 4.15(k), 6.5, 6.9(c) and 6.13,...Agreement and Plan of Merger • December 5th, 2017 • Bill Barrett Corp • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER is made as of December 4, 2017 (the “Execution Date”), by and among Fifth Creek Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Bill Barrett Corporation, a Delaware corporation (“Parent”), Red Rider Holdco, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“New Parent”), Rio Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of New Parent (“Rio Grande Merger Sub”), Rider Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of New Parent (“Parent Merger Sub” and, together with Parent, New Parent and Rio Grande Merger Sub, the “Parent Parties”), solely for the purposes of Sections 4.15(k), 6.5, 6.9(c), and 6.13, Fifth Creek Energy Company, LLC, a Delaware limited liability company (“Holdings”), and, solely for the purposes of Sections 6.5(a)(ii), 6.5(a)(iv), 6.5(b) and 6.5(c), NGP Natural Resources XI, L.P., a Delaware limited partner
