AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 31, 2014 among TAPSTONE ENERGY, LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • December 22nd, 2016 • Tapstone Energy Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 31, 2014, among TAPSTONE ENERGY, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 2017, by and between Tapstone Energy Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ] [●], 2017, by and among Tapstone Energy Inc., a Delaware corporation (the “Company”) and GSO E&P Holdings I LP, a Delaware limited partnership (“GSO” and, together with the Company, the “Parties”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 22nd, 2016 • Tapstone Energy Inc. • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 17, 2016, is by and among TAPSTONE ENERGY LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, the Lenders (as such term is hereinafter defined) party hereto and BANK OF AMERICA, N.A., as the administrative agent under the Credit Agreement referenced below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
TAPSTONE ENERGY INC. NOTICE OF RESTRICTED STOCK UNIT AWARDAward Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Delaware
Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit Award Agreement attached hereto (the “Award Agreement”), and the Tapstone Energy Inc. 2017 Long-Term Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Restricted Stock Units (the “RSUs”) in Tapstone Energy Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Oklahoma
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [●], by and between Tapstone Energy Inc., a Delaware corporation (the “Company”) and David M. Edwards (the “Executive”).
TAPSTONE ENERGY INC. NOTICE OF RESTRICTED STOCK AWARDAward Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Delaware
Subject to the terms and conditions of this Notice of Restricted Stock Award (this “Notice”), the Restricted Stock Award Agreement attached hereto (the “Award Agreement”), and the Tapstone Energy Inc. 2017 Long-Term Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Shares (the “Covered Shares”) of common stock in Tapstone Energy Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan.
FORM OF STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [●], 2017, is entered into by and between Tapstone Energy Inc., a Delaware corporation (the “Company”) and GSO E&P Holdings I LP, a Delaware limited partnership (“GSO”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 31, 2014 among TAPSTONE ENERGY, LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Assignment and Assumption • February 2nd, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 31, 2014, among TAPSTONE ENERGY, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
TAPSTONE ENERGY INC. NOTICE OF STOCK APPRECIATION RIGHT AWARDAward Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Delaware
Subject to the terms and conditions of this Notice of Stock Appreciation Right Award (this “Notice”), the Stock Appreciation Right Award Agreement attached hereto (the “Award Agreement”), and the Tapstone Energy Inc. 2017 Long-Term Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Stock Appreciation Rights (the “SARs”) in Tapstone Energy Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (this “Amendment”), dated as of March 31, 2017, is by and among TAPSTONE ENERGY LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, the Lenders (as such term is hereinafter defined) party hereto and BANK OF AMERICA, N.A., as the administrative agent under the Credit Agreement referenced below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Crude Oil Sales Agreement between Plains Marketing, L.P. and Tapstone Energy LLC Dated effective April 1, 2015Oil Sales Agreement • March 2nd, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Texas
This Crude Oil Sales Agreement (“Agreement”) dated effective April 1, 2015 is between Plains Marketing, L.P. (“Plains”) and Tapstone Energy LLC (“Tapstone”), hereinafter referred to as this “Agreement”. This Agreement sets forth the understanding and agreement of Plains and Tapstone relating to the purchase and sale of crude oil and/or condensate during the Term. Plains and Tapstone are collectively referred to herein as the “parties”, and individually as “party”.
FORM OF MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [●], 2017 (the “Effective Date”), is entered into by and among Tapstone Energy, LLC, a Delaware limited liability company (“Tapstone LLC”), GSO E&P Holdings I LP, a Delaware limited partnership (the “Selling Stockholder”), Tom L. Ward (“Ward”), Tapstone Energy Inc., a Delaware corporation (the “Company”), [Tapstone Merger Sub LLC], a Delaware limited liability company (“Merger Sub”), and the individuals listed on the signature pages hereto under the heading “Management Members” (collectively, the “Management Members”). Tapstone LLC, the Selling Stockholder, Ward, the Company, Merger Sub and the Management Members are each individually referred to herein as a “Party” and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Section 2.1.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Oklahoma
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2017 (the “Effective Date”), by and between Tapstone Energy, LLC, a Delaware limited liability company (the “Employer” or “Company”), and Steven C. Dixon, an individual residing in the state of Oklahoma (the “Employee” and, together with the Employer, the “Parties”). This Agreement amends and restates that certain Employment Agreement executed on December 15, 2016 (the “Commencement Date”) between the Parties (the “Original Agreement”).
FORM OF AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [●], 2017 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”), is made and entered into by and among Tapstone Energy, LLC, a Delaware limited liability company (“Tapstone LLC”), [Tapstone Merger Sub,] LLC, a Delaware limited liability company (“Merger Sub”), and Tapstone Energy Inc., a Delaware corporation (“Tapstone Inc.” and together with Tapstone LLC and Merger Sub, the “Parties”).
TAPSTONE ENERGY INC.Award Agreement • April 13th, 2017 • Tapstone Energy Inc. • Crude petroleum & natural gas • Delaware
Subject to the terms and conditions of this Notice of Stock Option Award (this “Notice”), the Stock Option Award Agreement attached hereto (the “Award Agreement”), and the Tapstone Energy Inc. 2017 Long-Term Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted an option (the “Option”) to purchase the below number of Shares of common stock in Tapstone Energy Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan.
