] Shares OASIS PETROLEUM INC. COMMON STOCK PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENT June [ ], 2010Underwriting Agreement • June 3rd, 2010 • Oasis Petroleum Inc. • Crude petroleum & natural gas • New York
Thomas B. Nusz Taylor L. Reid Douglas E. Swanson, Jr. Robert L. Zorich Michael McShane Kent O. Beers Robert J. Candito Michael H. Lou Roy W. Mace Brett Newton Walter S. Smithwick Steven C. Ellsberry Dean A. Gilbert Thomas F. Hawkins Robin E. Hesketh Robert L. Stovall Oasis Petroleum Management LLC
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 3rd, 2010 • Oasis Petroleum Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2010, by and between Oasis Petroleum Inc., a Delaware corporation (the “Company”), and OAS Holding Company LLC, a Delaware limited liability company (“Holding”).
FORM OF CONTRIBUTION AGREEMENT By and Among OASIS PETROLEUM INC. OASIS PETROLEUM LLC OAS HOLDING COMPANY LLC OAS MERGERCO LLC And ENCAP ENERGY CAPITAL FUND VI, L.P. Dated as of , 2010Contribution Agreement • June 3rd, 2010 • Oasis Petroleum Inc. • Crude petroleum & natural gas
This Contribution Agreement, dated as of , 2010 (this “Agreement”), is by and among Oasis Petroleum Inc., a Delaware corporation (“Oasis”), Oasis Petroleum LLC, a Delaware limited liability company (“Oasis LLC”), OAS Holding Company LLC, a Delaware limited liability company (“Oasis Holdings”), OAS Mergerco LLC, a Delaware limited liability company (“Merger LLC”) and Encap Energy Capital Fund VI, L.P., a Delaware limited partnership (“Encap”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT Dated as of , 2010 among OASIS PETROLEUM NORTH AMERICA LLC, as Borrower, THE GUARANTORS PARTY HERETO, BNP PARIBAS as Administrative Agent, and THE LENDERS PARTY HERETOCredit Agreement and Consent • June 3rd, 2010 • Oasis Petroleum Inc. • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this “First Amendment”) dated as of , 2010, among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Obligors”); each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and BNP PARIBAS, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • June 3rd, 2010 • Oasis Petroleum Inc. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of , 2010 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “Act”) is made and entered into by and among Oasis Petroleum LLC, a Delaware limited liability company (“Oasis LLC”), OAS Holding Company LLC, a Delaware limited liability company (“Oasis Holdings”), and OAS Mergerco LLC, a Delaware limited liability company (“Merger LLC”, and together with Oasis LLC and Oasis Holdings, the “Parties”).
