STOCKHOLDER’S AGREEMENT by and among SABINE INVESTOR HOLDINGS LLC, FOREST OIL CORPORATION AND NEW FOREST OIL INC. DATED AS OF MAY 5, 2014Stockholder’s Agreement • May 6th, 2014 • Forest Oil Corp • Crude petroleum & natural gas • Delaware
This STOCKHOLDER’S AGREEMENT (this “Agreement”) is made as of May 5, 2014, by and among Sabine Investor Holdings LLC, a Delaware limited liability company (the “Stockholder”), Forest Oil Corporation, a New York corporation (“Forest”), and New Forest Oil Inc., a Delaware corporation (which will be renamed “Sabine Oil & Gas Corporation” at the Effective Time) (the “Company” and, together with Forest, the “Forest Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Stockholder, Sabine Oil & Gas Holdings LLC (“Sabine Holdings”), Sabine Oil & Gas Holdings II LLC, Sabine Oil & Gas LLC, Forest, the Company and Forest Oil Merger Sub Inc. (“Merger Sub”).
