Standard Contracts
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement is effective as of [ ], 2021, (this “Agreement”) and is between Vine Energy Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swingline Lender and an...Credit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
CREDIT AGREEMENT, dated as of November 25, 2014, among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), HSBC Bank USA, National Association (“HSBC”), as administrative agent and collateral agent for the Lenders, as the swing line lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party hereto.
INDENTURE Dated as of October 3, 2018 Among VINE OIL & GAS LP, as Company, VINE OIL & GAS FINANCE CORP., as Co-Issuer And WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 9.75% SENIOR NOTES DUE 2023Indenture • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of October 3, 2018, among (a) Vine Oil & Gas LP, a Delaware limited partnership, as the Company (as defined herein), (b) Vine Oil & Gas Finance Corp., a Delaware corporation, as the Co-Issuer (as defined herein), (c) certain subsidiaries of the Company, as Guarantors (as defined herein), and (d) Wilmington Trust, National Association, a national banking association, as Trustee (as defined herein).
SECOND LIEN CREDIT AGREEMENT Dated as of December 30, 2020 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent,Second Lien Credit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
This SECOND LIEN CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of December 30, 2020 among VINE OIL & GAS, LP, a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other lending institutions from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent and collateral agent for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2014 (the “Effective Date”), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the “Company”), and Eric Marsh (the “Executive”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [ ], 2021, by and among Vine Energy Inc., a Delaware corporation (the “Company”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), Brix Investment LLC, a Delaware limited liability company (“Brix Investment”), Harvest Investment LLC, a Delaware limited liability company (“Harvest Investment”, together with Vine Investment and Brix Investment, the “Vine Energy Investment Entities”), and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II”), Brix Investment II LLC, a Delaware limited liability company (“Brix Investment II”), and Harvest Investment II LLC, a Delaware limited liability company (“Harvest Investment II”, together with Vine Investment II and Brix Investment II, the “Vine Energy Investment II Entities,” and together with the Vine Energy Investment Entities, the “Investment En
●] Class A Common Stock VINE ENERGY INC. CLASS A COMMON STOCK FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VINE ENERGY HOLDINGS LLC a Delaware limited liability company Dated as of [ ], 2021Limited Liability Company Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement of Vine Energy Holdings LLC (the “Company”), dated as of [ ], 2021 (the “Effective Date”), is (a) adopted by the Members (as defined herein) and (b) executed and agreed to, for good and valuable consideration, by the Members.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of March 3, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated May 28, 2014, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and Eric Marsh (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2018 (the “Effective Date”), by and between Vine Management Services LLC, a Delaware limited liability company (the “Company”), and Wayne Stoltenberg (“Executive”).
FORM OF TAX RECEIVABLE AGREEMENT between VINE ENERGY INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2021, and is between Vine Energy Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”) and each of the TRA Parties that are from time to time a party hereto.
FORM OF EXCHANGE AGREEMENTExchange Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2021 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Energy Inc., a Delaware corporation (“Issuer”), Vine Energy Holdings LLC, a Delaware limited liability company (“Vine Holdings”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), Brix Investment LLC, a Delaware limited liability company (“Brix Investment”) and Harvest Investment LLC, a Delaware limited liability company (“Harvest Investment”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 6, 2017, is among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent for the Lenders.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of June 11, 2020, shall amend that certain Employment Agreement (as amended, the “Employment Agreement”), dated May 28, 2014, by and between Vine Management Services LLC (“VMS”) (as successor to Vine Oil & Gas GP LLC), and Eric Marsh (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 6, 2015, is among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent for the Lenders.
CREDIT AGREEMENT Dated as of December 30, 2019 among VINE OIL & GAS LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, and Blackstone Holdings Finance Co LLC, as Administrative Agent and Collateral AgentCredit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of December 30, 2019, among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the banks, funds, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), Blackstone Holdings Finance Co LLC, as administrative agent and collateral agent for the Lenders and the other Secured Parties.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of June 11, 2020, shall amend that certain Employment Agreement (the “Employment Agreement”), dated January 21, 2019, by and between Vine Management Services LLC, a Delaware limited liability company (the “Company”), and David M. Elkin (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
FORM OF STOCKHOLDERS’ AGREEMENT DATED AS OF [ ], 2021 AMONG VINE ENERGY INC. AND THE OTHER PARTIES HERETOShareholder Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Stockholders’ Agreement (the “Agreement”) is entered into as of [ ], 2021 by and among Vine Energy Inc., a Delaware corporation (the “Company”), each of the other parties identified on the signature pages hereto (the “Investor Parties”) and solely for purposes of Section 2.1(c), Section 3.2 and Section 3.3 hereof, Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), Brix Investment LLC, a Delaware limited liability company (“Brix Investment”), Harvest Investment LLC, a Delaware limited liability company (“Harvest Investment”, together with Vine Investment and Brix Investment, the “Vine Energy Investment Entities”), and Vine Investment II LLC, a Delaware limited liability company (“Vine Investment II”), Brix Investment II LLC, a Delaware limited liability company (“Brix Investment II”), and Harvest Investment II LLC, a Delaware limited liability company (“Harvest Investment II”, together with Vine Investment II and Brix Investment II, the “Vine Energy Inve
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 30, 2020, is among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the banks, funds, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and collectively, the “Lenders”), Blackstone Holdings Finance Co LLC, as Administrative Agent and Collateral Agent for the Lenders and the other Secured Parties.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of June 11, 2020, shall amend that certain Employment Agreement (the “Employment Agreement”), dated September, 2018, by and between Vine Management Services LLC, a Delaware limited liability company (the “Company”), and Wayne B. Stoltenberg (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
FORM OF MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [ ], 2021, is entered into by and among (a) Vine Oil & Gas Holdings LLC (“Vine Holdings”), (b) each of the individuals and entities listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas Parent LP (“Vine LP”) and/or Vine Oil & Gas Parent GP LLC (“Vine GP”) as indicated on Schedule 1 prior to the execution of this Agreement (the “Vine Equity Holders” and, together with Vine Holdings, the “Existing Vine Owners”), (c) B&H Oil and Gas L.L.C. (“B&H Holdings”), (d) each of the individuals and entities listed on Schedule 2 attached hereto who, in each case, owned equity interests in Brix Oil & Gas Holdings LP (“Brix LP”) and/or Brix Oil & Gas Holdings GP LLC (“Brix GP”) as indicated on Schedule 2 prior to the execution of this Agreement (the “Brix Equity Holders” and together with B&H Holdings, the “Existing Brix Owners”), (e) each of the entities listed on Schedule 3 attached hereto
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 22nd, 2021 • Vine Energy Inc. • Crude petroleum & natural gas
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 30, 2020, is among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Lenders and the Issuing Bank under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent for the Lenders.
