Midstates Petroleum Company, Inc. 24,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 25th, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York
Midstates Petroleum Company, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are serving as representatives, an aggregate of 18,000,000 shares of common stock, par value $0.01 per share (the “Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 6,000,000 shares of Stock and, at the election of the Underwriters, up to 3,600,000 additional shares of Stock. The aggregate of 24,000,000 shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 3,600,000 additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and t
MIDSTATES PETROLEUM COMPANY, INC. STOCKHOLDERS’ AGREEMENT DATED AS OF APRIL 24, 2012Stockholders’ Agreement • April 25th, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • Delaware
STOCKHOLDERS’ AGREEMENT dated as of April 24, 2012 (as amended, modified, supplemented or restated from time to time, this “Agreement”), among MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (the “Company”), FR MIDSTATES INTERHOLDING, LP, a Delaware limited partnership (“First Reserve”), the Founding Stockholders identified on the signature pages hereto, Management Stockholders identified on the Signature Pages hereto, the Executive Stockholders identified on the signature pages hereto, and any other Persons signatory hereto from time to time (together with the Founding Stockholders, Management Stockholders, Executive Stockholders and First Reserve, the “Stockholders”).
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • April 25th, 2012 • Midstates Petroleum Company, Inc. • Crude petroleum & natural gas • New York
This Master Reorganization Agreement (“Agreement”), dated April 24, 2012, is entered into by and among FR Midstates Holdings, LLC, a Delaware limited liability company (“FRMH”); FR Midstates Cayman Holdings, L.P., a Cayman Island exempt limited partnership having its registered office at the office of Walkers Corporate Service Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands (“Cayman Holdings”); FR Midstates NB, LP, a Delaware limited partnership (“New Blocker”); FR Midstates NB-A, LP, a Delaware limited partnership (“New Blocker-A”) and together with FRMH, Cayman Holdings and New Blocker, the “First Reserve Parties”); FR Midstates Interholding, LP, a Delaware limited partnership (“FR New Holding”); Midstates Petroleum Holdings, LLC, a Delaware limited liability company (“MPH”); Midstates Incentive Holdings, LLC, a Delaware limited liability company (“MIH”); Midstates Petroleum Holdings, Inc., a Delaware corporation (“S-Corp”); Midstates Petrole
