REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2018 • Boaz Energy II, LLC • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of , 2018 is made and entered into by and between Boaz Energy II, LLC, a Delaware limited liability company (the “Company”), and PermRock Royalty Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the “Trustee” mean Simmons Bank, in its capacity as trustee (in such capacity, or any successor trustee, the “Trustee”) of the Trust and not in its individual capacity.
FORM OF AMENDED AND RESTATED TRUST AGREEMENT OF PERMROCK ROYALTY TRUST AMONG BOAZ ENERGY II, LLC and WILMINGTON TRUST, NATIONAL ASSOCIATION and SIMMONS BANKTrust Agreement • April 6th, 2018 • Boaz Energy II, LLC • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of PermRock Royalty Trust, a Delaware statutory trust (the “Trust”), is entered into effective as of the [·] day of [·], 2018, by and among BOAZ ENERGY II, LLC, a Delaware limited liability company with its principal office in Midland, Texas, as trustor (together with its successors and assigns, “Boaz Energy” or the “Trustor”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with its principal office in Wilmington, Delaware (“Wilmington”), as Delaware Trustee, and SIMMONS BANK, an Arkansas banking association organized under the laws of the State of Arkansas with its principal place of business in Pine Bluff, Arkansas (the successor by merger to Southwest Bank, “Simmons Bank”), as Trustee. Certain capitalized terms used in this Agreement are defined in Article I.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2018 • Boaz Energy II, LLC • Crude petroleum & natural gas • New York
As Representatives of the several Underwriters named on Exhibit A hereto c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152
TRUST AGREEMENT OF PERMROCK ROYALTY TRUSTTrust Agreement of Permrock Royalty Trust • April 6th, 2018 • Boaz Energy II, LLC • Crude petroleum & natural gas • Delaware
This Trust Agreement of PermRock Royalty Trust is entered into and effective as of the 22 day of November, 2017 (this “Trust Agreement”), by and among BOAZ ENERGY II, LLC, a Delaware limited liability company with its principal office in Midland, Texas, as trustor (together with its successors and assigns, “Boaz Energy” or the “Trustor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with its principal office in Wilmington, Delaware (the “Delaware Trustee”), and SOUTHWEST BANK, a Texas banking association organized under the laws of the United States of America with its principal place of business in Fort Worth, Texas (the “Issuer Trustee”), as trustees (collectively referred to herein as the “Trustees”). Boaz Energy and the Trustees hereby agree as follows:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BOAZ ENERGY II, LLC April 16, 2018Limited Liability Company Agreement • April 16th, 2018 • Boaz Energy II, LLC • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated effective as of April 16, 2018, is made by and among Boaz Energy II, LLC, a Delaware limited liability company (the “Company”), and the Persons who have executed a signature page to this Agreement as the Members and Managers.
