INDEMNITY AGREEMENTIndemnity Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 24, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Andrew Taylor (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas
This Employment Agreement (“Agreement”) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the “Company”), and David C. Treadwell (“Employee”) effective as of September 17, 2018 (the “Effective Date”).
VOTING AGREEMENTVoting Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of September 24, 2018 (the “Effective Date”), is entered into by and among Roan Resources, Inc., a Delaware corporation (the “Company”), Fir Tree Capital Opportunity Master Fund III, L.P., Fir Tree Capital Opportunity Master Fund, L.P., Fir Tree E&P Holdings VI, LLC, FT SOF IV Holdings, LLC, FT SOF V Holdings, LLC, FT COF(E) Holdings, LLC, York Capital Management, L.P., York Credit Opportunities Investments Master Fund, L.P., York Credit Opportunities Fund, L.P., York Multi-Strategy Master Fund, L.P., (xi) York Select Strategy Master Fund, L.P., Exuma Capital, L.P., Jorvik Multi-Strategy Master Fund, L.P., Spraberry Investments Inc., The Liverpool Limited Partnership and Elliott Associates, L.P. (the “Existing LINN Owners”), Roan Holdings, LLC, a Delaware limited liability company (“Roan Holdings”), and any other persons signatory hereto from time to time (together with the Existing LINN Owners and Roan Holdings, the “Principal Stockho
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 24, 2018, by and among Roan Resources, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROAN RESOURCES LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of September 24, 2018 (the “Effective Date”), of Roan Resources LLC, a Delaware limited liability company (the “Company”), is adopted, executed and agreed to by the Members (as defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 9, 2018, is by and among Roan Resources LLC, Delaware limited liability company (“Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); the Letter of Credit Issuer; and the Lenders signatory hereto.
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2017 AMONG ROAN RESOURCES LLC, AS THE BORROWER, AND THE LENDERS PARTY HERETO, CITIBANK, N.A., AS ADMINISTRATIVE AGENT AND A LETTER OF CREDIT ISSUER, PNC BANK, NATIONAL ASSOCIATION AND BARCLAYS BANK PLC, AS CO-...Pledge Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of September 5, 2017, among ROAN RESOURCES LLC, a Delaware limited liability company (the “Borrower”) (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), CITIBANK, N.A., as Administrative Agent and as a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party hereto.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 30, 2018, is by and among Roan Resources LLC, Delaware limited liability company (“Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); the Letter of Credit Issuer; and the Lenders signatory hereto.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 24, 2018, is entered into by and among Roan Resources, Inc., a Delaware corporation (the “Company”), the Existing LINN Owners (as defined below), Roan Holdings, LLC, a Delaware limited liability company (“Roan Holdings”), and any other persons signatory hereto from time to time (together with the Existing LINN Owners and Roan Holdings, the “Principal Stockholders”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of September 24, 2018, by and among Linn Energy, Inc., a Delaware corporation (“Linn”), Roan Resources, Inc., a Delaware corporation and wholly owned subsidiary of Linn (“Roan Inc.”), and Linn Merger Sub #2, LLC, a Delaware limited liability company and wholly owned subsidiary of Roan Inc. (“Merger Sub”). Linn, Roan Inc. and Merger Sub are sometimes collectively referred to in this Agreement as the “Constituent Companies.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 24th, 2018 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of September 24, 2018, by and among Roan Holdings, LLC, a Delaware limited liability company (“Roan Holdings”), Roan Holdings Holdco, LLC, a Delaware limited liability company and wholly owned subsidiary of Roan Holdings (“Roan Holdco”), Roan Resources, Inc., a Delaware corporation (“Roan Inc.”), and Linn Merger Sub #3, LLC, a Delaware limited liability company and wholly owned subsidiary of Roan Inc. (“Merger Sub”). Each of Roan Holdings, Roan Holdco, Roan Inc. and Merger Sub may be referred to herein individually as a “Party”, and collectively as the “Parties”.
