Reorganization Agreement Sample Contracts

Jialijia Group Corp Ltd – AMENDMENT TO ASSETS REORGANIZATION AGREEMENT (January 10th, 2019)

WHEREAS, This Assets Reorganization Agreement, dated as of December 15, 2018 (the “Reorganization Agreement”), was made by and among JiaLiJia Group Corporation, Ltd., a Nevada corporation (“Jialijia” or “Party A”), Shenzhen Wenchuan Industrial Corporation, Ltd., a company formed pursuant to the laws of People’s Republic of China (“Shenzhen Wenchuan” or “Party B1”), and Hunan Rucheng Wenchuan Gas Corporation, Ltd., a company formed pursuant to the laws of People’s Republic of China (“Hunan Wenchuan” or “Party B2”). Party B1 party B2 together are referred to as Party B.

Jialijia Group Corp Ltd – Assets Reorganization Agreement (December 19th, 2018)
Caliburn International Corp – CALIBURN HOLDINGS LLC FORM OF REORGANIZATION AGREEMENT by and among CALIBURN INTERNATIONAL CORPORATION, CALIBURN HOLDINGS LLC AND THE OTHER PARTIES NAMED HEREIN DATED AS OF , 2018 (November 1st, 2018)

This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of             , 2018, by and among (i) Caliburn International Corporation, a corporation organized and existing under the laws of the State of Delaware (“Caliburn”), (ii) Caliburn Holdings LLC, a Delaware limited liability company (the “Company”), (iii) Intermediate Janus Holdings, LLC (“Intermediate Janus”), (iv) Janus Blocker Corporation (“Janus Blocker”), (v) DC Capital Partners Fund II GP, LLC (“GP”), (vi) DC Capital Partners Fund II, L.P. (“DC Capital Fund II”), (vii)             , a corporation organized and existing under the laws of the State of Delaware (“Merger Sub”), (viii) DC Capital Partners Fund II (Cayman), L.P. (“DC Capital Fund II Cayman”) and (ix) the Members (as defined below).

Linn Energy, Inc. – MASTER REORGANIZATION AGREEMENT by and among LINN ENERGY, INC., ROAN HOLDINGS, LLC, and ROAN RESOURCES LLC Dated as of September 17, 2018 (September 21st, 2018)

This Master Reorganization Agreement (this “Agreement”) is dated as of September 17, 2018 (the “Execution Date”), by and among Linn Energy, Inc., a Delaware corporation (“New LINN”), Roan Holdings, LLC, a Delaware limited liability company (“Roan Holdings”), and Roan Resources LLC, a Delaware limited liability company (“Roan Resources”). Each of New LINN, Roan Holdings and Roan Resources is sometimes referred to herein individually as a “Party” and, collectively, they are referred to herein as the “Parties.”

Charah Solutions, Inc. – MASTER REORGANIZATION AGREEMENT by and among Charah Management LLC, Allied Power Holdings, LLC, Charah Solutions, Inc., Charah Holdings LP, CEP Holdings, Inc., Charah Management Holdings LLC, Allied Management Holdings, LLC, EBLP Charah Blocker, LLC, Charah Blocker, LLC, and the other parties hereto June 13, 2018 (June 19th, 2018)

This Master Reorganization Agreement (this “Agreement”), dated effective as of June 13, 2018, is entered into by and among Charah Management LLC, a Delaware limited liability company (“Charah Management”), Allied Power Holdings, LLC (“Allied Power Holdings”), Charah Solutions, Inc., a Delaware corporation (“PubCo”), Charah Holdings LP, a Delaware limited partnership (“Charah LP”), CEP Holdings, Inc., a Kentucky corporation (“CEP Holdings”), Charah Management Holdings LLC, a Delaware limited liability company (“Charah Management Holdings”), Allied Management Holdings, LLC, a Delaware limited liability company (“Allied Management Holdings”), EBLP Charah Blocker, LLC, a Delaware limited liability company (“EBLP Blocker”), Charah Blocker, LLC, a Delaware limited liability company (“Charah Blocker”), and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).

Charah Solutions, Inc. – FORM OF MASTER REORGANIZATION AGREEMENT by and among Charah Management LLC, Allied Power Holdings, LLC, Charah Solutions, Inc., Charah Holdings LP, CEP Holdings, Inc., Charah Management Holdings LLC, Allied Management Holdings, LLC, EBLP Charah Blocker, LLC, Charah Blocker, LLC, and the other parties hereto June [●], 2018 (May 30th, 2018)

This Master Reorganization Agreement (this “Agreement”), dated effective as of June [●], 2018, is entered into by and among Charah Management LLC, a Delaware limited liability company (“Charah Management”), Allied Power Holdings, LLC (“Allied Power Holdings”), Charah Solutions, Inc., a Delaware corporation (“PubCo”), Charah Holdings LP, a Delaware limited partnership (“Charah LP”), CEP Holdings, Inc., a Kentucky corporation (“CEP Holdings”), Charah Management Holdings LLC, a Delaware limited liability company (“Charah Management Holdings”), Allied Management Holdings, LLC, a Delaware limited liability company (“Allied Management Holdings”), EBLP Charah Blocker, LLC, a Delaware limited liability company (“EBLP Blocker”), Charah Blocker, LLC, a Delaware limited liability company (“Charah Blocker”), and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).

Us Lbm Holdings, Inc. – AMENDMENT TO REORGANIZATION AGREEMENT (May 15th, 2018)

This amendment (the “Amendment”) to the Reorganization Agreement (as defined herein) is made as of May 14, 2018.  Capitalized terms used but not defined herein shall have the meanings set forth in the Reorganization Agreement.

Goosehead Insurance, Inc. – REORGANIZATION AGREEMENT Dated as of April 26, 2018 (May 2nd, 2018)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF GOOSEHEAD FINANCIAL, LLC, a Delaware limited liability company (the “Company”), dated as of May 1, 2018, by and among the Company, Goosehead Insurance, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.

Goosehead Insurance, Inc. – REORGANIZATION AGREEMENT Dated as of [●], 2018 (April 2nd, 2018)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF GOOSEHEAD FINANCIAL, LLC, a Delaware limited liability company (the “Company”), dated as of [            ], 2018, by and among the Company, Goosehead Insurance, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.

Quintana Energy Services Inc. – MASTER REORGANIZATION AGREEMENT (February 14th, 2018)

This Master Reorganization Agreement (this “Agreement”), dated as of February 8, 2018 (the “Effective Date”), is entered into by and among Quintana Energy Services Inc., a Delaware corporation (“PubCo”); QES Holdco LLC, a Delaware limited liability company (“QES Holdco”); Quintana Energy Partners, L.P., a Cayman Islands exempted limited partnership (“Main Fund”); Quintana Energy Fund — FI, LP, a Cayman Islands exempted limited partnership (“FI Fund”); Consolidated FI Blocker, Inc., a Delaware corporation (“QEF FI Blocker”); Quintana Energy Fund — TE, LP, a Cayman Islands exempted limited partnership (“TE Fund”); Consolidated TE Blocker, Inc., a Delaware corporation (“QEF TE Blocker”); QES HoldCo MergerCo, LP, a Delaware limited partnership (“HoldCo MergerCo”); Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”); Geveran Investments Limited, a limited company organized under the laws of Cyprus (“Geveran Investments”); Geveran Blocker, LLC, a Delaware limited liability

Quintana Energy Services Inc. – FORM OF MASTER REORGANIZATION AGREEMENT1 (January 19th, 2018)

This Master Reorganization Agreement (this “Agreement”), dated as of [    ], 2018 (the “Effective Date”), is entered into by and among Quintana Energy Services Inc., a Delaware corporation (“PubCo”); QES Holdco LLC, a Delaware limited liability company (“QES Holdco”); Consolidated FI Blocker, Inc., a Delaware corporation (“QEF FI Blocker”); Consolidated TE Blocker, Inc., a Delaware corporation (“QEF TE Blocker”); QES HoldCo MergerCo, LP, a Delaware limited partnership (“HoldCo MergerCo”); Archer Holdco LLC, a Texas limited liability company (“Archer Holdco”); Geveran Investments Limited, a limited company organized under the laws of Cyprus (“Geveran Investments”); Geveran Blocker, LLC, a Delaware limited liability company (“Geveran Blocker I”); QES Investment Blocker, LLC, a Delaware limited liability company (“Geveran Blocker II”); QES LP MergerCo, LP, a Delaware limited partnership (“QES LP MergerCo”); Robertson QES Investment LLC, a Delaware limited liability company (“Robertson QES

Liberty Oilfield Services Inc. – MASTER REORGANIZATION AGREEMENT by and among Liberty Oilfield Services Holdings LLC, Liberty Oilfield Services New HoldCo LLC, Liberty Oilfield Services Inc. and the Other Signatories Hereto January 11, 2018 (January 18th, 2018)

This Master Reorganization Agreement (this “Agreement”), dated as of January 11, 2018, is entered into by and among Liberty Oilfield Services Holdings LLC, a Delaware limited liability company (“Holdings”), Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (“New HoldCo”), Liberty Oilfield Services Inc., a Delaware corporation (“LOS Inc.”), each TRA Party (as defined below) and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).

Liberty Oilfield Services Inc. – MASTER REORGANIZATION AGREEMENT by and among Liberty Oilfield Services Holdings LLC, Liberty Oilfield Services New HoldCo LLC, Liberty Oilfield Services Inc. and the Other Signatories Hereto January , 2018 (January 2nd, 2018)

This Master Reorganization Agreement (this “Agreement”), dated as of January     , 2018, is entered into by and among Liberty Oilfield Services Holdings LLC, a Delaware limited liability company (“Holdings”), Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (“New HoldCo”), Liberty Oilfield Services Inc., a Delaware corporation (“LOS Inc.”), each TRA Party (as defined below) and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).

Liberty Latin America Ltd. – FORM OF REORGANIZATION AGREEMENT between LIBERTY GLOBAL PLC and LIBERTY LATIN AMERICA LTD. Dated as of (December 8th, 2017)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of [●], is entered into by and between LIBERTY GLOBAL PLC, a public limited company organized under the laws of England and Wales (“LGP”), and Liberty Latin America Ltd., an exempted Bermuda company limited by shares (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Cannae Holdings, Inc. – REORGANIZATION AGREEMENT between FIDELITY NATIONAL FINANCIAL, INC. and CANNAE HOLDINGS, INC. Dated as of November 17, 2017 (November 20th, 2017)

This REORGANIZATION AGREEMENT (together with all Exhibits hereto, this “Agreement”), dated as of November 17, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC., a Delaware corporation (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Fidelity National Financial, Inc. – REORGANIZATION AGREEMENT between FIDELITY NATIONAL FINANCIAL, INC. and CANNAE HOLDINGS, INC. Dated as of November 17, 2017 (November 20th, 2017)

This REORGANIZATION AGREEMENT (together with all Exhibits hereto, this “Agreement”), dated as of November 17, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and CANNAE HOLDINGS, INC., a Delaware corporation (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Liberty Latin America Ltd. – FORM OF REORGANIZATION AGREEMENT between LIBERTY GLOBAL PLC and LIBERTY LATIN AMERICA LTD. Dated as of (November 16th, 2017)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of [●], is entered into by and between LIBERTY GLOBAL PLC, a public limited company organized under the laws of England and Wales (“LGP”), and Liberty Latin America Ltd., an exempted Bermuda company limited by shares (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Liberty Interactive Corp – AMENDMENT No. 2 TO REORGANIZATION AGREEMENT (November 9th, 2017)

This Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (this “Amendment”), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty (“LI LLC”), and General Communication, Inc., an Alaska corporation (the “Company”), as amended by Amendment No. 1 to Reorganization Agreement, dated July 19, 2017 (the “Reorganization Agreement”).  Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

Liberty Interactive Corp – AMENDMENT No. 2 TO REORGANIZATION AGREEMENT (November 9th, 2017)

This Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (this “Amendment”), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty (“LI LLC”), and General Communication, Inc., an Alaska corporation (the “Company”), as amended by Amendment No. 1 to Reorganization Agreement, dated July 19, 2017 (the “Reorganization Agreement”).  Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

Gci Inc – AMENDMENT No. 2 TO REORGANIZATION AGREEMENT (November 9th, 2017)

This Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (this “Amendment”), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty (“LI LLC”), and General Communication, Inc., an Alaska corporation (the “Company”), as amended by Amendment No. 1 to Reorganization Agreement, dated July 19, 2017 (the “Reorganization Agreement”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

General Communication Inc – AMENDMENT No. 2 TO REORGANIZATION AGREEMENT (November 9th, 2017)

This Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (this “Amendment”), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty (“LI LLC”), and General Communication, Inc., an Alaska corporation (the “Company”), as amended by Amendment No. 1 to Reorganization Agreement, dated July 19, 2017 (the “Reorganization Agreement”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

Gci Inc – AMENDMENT No. 1 TO REORGANIZATION AGREEMENT (November 2nd, 2017)

This Amendment No. 1 to Reorganization Agreement, dated as of July 19, 2017 (this “Amendment”), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017 (the “Reorganization Agreement”), by and among Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty (“LI LLC”), and General Communication, Inc., an Alaska corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

General Communication Inc – AMENDMENT No. 1 TO REORGANIZATION AGREEMENT (November 2nd, 2017)

This Amendment No. 1 to Reorganization Agreement, dated as of July 19, 2017 (this “Amendment”), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017 (the “Reorganization Agreement”), by and among Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty (“LI LLC”), and General Communication, Inc., an Alaska corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

Bandwidth Inc. – REORGANIZATION AGREEMENT (October 13th, 2017)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of November 30, 2016 is entered into by and between BANDWIDTH.COM, INC., a Delaware corporation (“BW”), and REPUBLIC WIRELESS, INC., a Delaware corporation (“Republic Wireless”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Guardion Health Sciences, Inc. – ASSET PURCHASE AND REORGANIZATION AGREEMENT by and among GUARDION HEALTH SCIENCES, INC., a Delaware corporation, and VECTORVISION OCULAR HEALTH, INC., a Delaware corporation, or its designee on the one hand, and VECTORVISION, INC., (October 5th, 2017)

This Asset Purchase and Reorganization Agreement (this “Agreement”), dated as of September 29, 2017, is entered into by and among Guardion Health Sciences, Inc., a Delaware corporation (“Guardion”), and its direct wholly-owned subsidiary VectorVision Ocular Health, Inc., a Delaware corporation, or such other subsidiary of Guardion as Guardion may designate, (“Buyer”), on the one hand, and VectorVision, Inc., an Ohio corporation (“Seller”), and David Evans (“Evans”) and Tamara Evans, the Shareholders of Seller (the “Shareholders” and together with Seller, the “Seller Parties”), on the other hand.

Ranger Energy Services, Inc. – MASTER REORGANIZATION AGREEMENT by and among Ranger Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings, LLC, Torrent Energy Holdings II, LLC, RNGR Energy Services, LLC, Ranger Energy Services, Inc. and the other parties hereto (August 16th, 2017)

This Master Reorganization Agreement (this “Agreement”), dated effective as of August 10, 2017, is entered into by and among Ranger Energy Holdings, LLC, a Delaware limited liability company (“RES Holdings”), Ranger Energy Holdings II, LLC, a Delaware limited liability company (“RES Holdings II”), Torrent Energy Holdings, LLC, a Delaware limited liability company (“TES Holdings”), Torrent Energy Holdings II, LLC, a Delaware limited liability company (“TES Holdings II”), Ranger Energy Services, Inc., a Delaware corporation (“PubCo”), RNGR Energy Services, LLC, a Delaware limited liability company (“RNGR”), and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).

Ranger Energy Services, Inc. – MASTER REORGANIZATION AGREEMENT by and among Ranger Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings, LLC, Torrent Energy Holdings II, LLC, RNGR Energy Services, LLC, Ranger Energy Services, Inc. and the other parties hereto (June 14th, 2017)

This Master Reorganization Agreement (this “Agreement”), dated effective as of June [•], 2017, is entered into by and among Ranger Energy Holdings, LLC, a Delaware limited liability company (“RES Holdings”), Ranger Energy Holdings II, LLC, a Delaware limited liability company (“RES Holdings II”), Torrent Energy Holdings, LLC, a Delaware limited liability company (“TES Holdings”), Torrent Energy Holdings II, LLC, a Delaware limited liability company (“TES Holdings LLC”), Ranger Energy Services, Inc., a Delaware corporation (“PubCo”), RNGR Energy Services, LLC, a Delaware limited liability company (“RNGR”), and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).

Fidelity National Financial, Inc. – REORGANIZATION AGREEMENT by and among FIDELITY NATIONAL FINANCIAL, INC., BLACK KNIGHT HOLDINGS, INC. and NEW BKH CORP. dated as of June 8, 2017 (June 9th, 2017)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this "Agreement"), dated as of June 8, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("FNF"), Black Knight Holdings, Inc., a Delaware corporation ("BKHI") and a direct, wholly-owned Subsidiary of FNF, and New BKH Corp., a Delaware corporation ("New BKH") and a direct, wholly-owned Subsidiary of BKHI.

Us Lbm Holdings, Inc. – REORGANIZATION AGREEMENT by and among US LBM HOLDINGS, INC., LBM ACQUISITION, LLC, LBM MIDCO, LLC, AND THE OTHER PARTIES NAMED HEREIN Dated as of May 9, 2017 (May 10th, 2017)

This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 9, 2017, by and among (i) US LBM Holdings, Inc., a Delaware corporation (“Pubco”), (ii) LBM Acquisition, LLC, a Delaware limited liability company (“Continuing LLC Owner”), (iii) LBM Midco, LLC, a Delaware limited liability company (“Midco”), and (iv) 2015 Build LLC, a Virginia limited liability company, FW RMB Nansemond Investors, LLC, a Delaware limited liability company, LBM Management Holdings, LLC, the Kelso Blockers (as defined herein) and the BlackEagle Blocker (as defined herein) (each an “Exchanging LLC Owner” and, collectively, the “Exchanging LLC Owners”).

Liberty Oilfield Services Inc. – MASTER REORGANIZATION AGREEMENT by and among Liberty Oilfield Services Holdings LLC, Liberty Oilfield Services New HoldCo LLC, Liberty Oilfield Services Inc. and the Other Signatories Hereto (April 24th, 2017)

This Master Reorganization Agreement (this “Agreement”), dated as of                  , 2017, is entered into by and among Liberty Oilfield Services Holdings LLC, a Delaware limited liability company (“Holdings”), Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (“New HoldCo”), Liberty Oilfield Services Inc., a Delaware corporation (“LOS Inc.”), each TRA Party (as defined below) and each other signatory to this Agreement (each signatory to this Agreement, a “Party” and collectively, the “Parties”).

Tapstone Energy Inc. – FORM OF MASTER REORGANIZATION AGREEMENT (April 13th, 2017)

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.

Vine Resources Inc. – FORM OF MASTER REORGANIZATION AGREEMENT (April 10th, 2017)

This Master Reorganization Agreement (this “Agreement”), dated as of [            ], 2017, is entered into by and among Vine Oil & Gas Holdings LLC (“Blackstone”), each of the individuals listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas LP (“Vine LP”) prior to the execution of this Agreement (the “Management Members,” and together with Blackstone, the “Existing Owners”), Vine Oil & Gas GP LLC (“Vine GP”), Vine Resources Inc. (“VRI”), Vine Resources Holdings LLC (“VRH”), Vine Investment LLC (“Vine Investment”), and Vine Investment II LLC (“Vine Investment II,” and together with the Existing Owners, Vine LP, Vine GP, VRI, VRH, Vine Investment and Vine Investment II, the “Parties”).

Dst Systems Inc – BFDS REORGANIZATION AGREEMENT by and among (March 27th, 2017)

This BFDS REORGANIZATION AGREEMENT (this “Agreement”), dated as of March 27, 2017, is entered into by and among DST SYSTEMS, INC., a Delaware corporation (“DST”), STATE STREET CORPORATION, a Massachusetts corporation (“State Street”), BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation (“BFDS”), and INTERNATIONAL FINANCIAL DATA SERVICES LIMITED PARTNERSHIP, a Massachusetts limited partnership (“IFDS”). Each of DST, State Street, BFDS and IFDS are sometimes referred to individually as a “Party” and, collectively, as the “Parties”.

Vine Resources Inc. – FORM OF MASTER REORGANIZATION AGREEMENT (March 27th, 2017)

This Master Reorganization Agreement (this “Agreement”), dated as of [            ], 2017, is entered into by and among Vine Oil & Gas Holdings LLC (“Blackstone”), each of the individuals listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas LP (“Vine LP”) prior to the execution of this Agreement (the “Management Members,” and together with Blackstone, the “Existing Owners”), Vine Oil & Gas GP LLC (“Vine GP”), Vine Resources Inc. (“VRI”), Vine Resources Holdings LLC (“VRH”), Vine Investment LLC (“Vine Investment”), and Vine Investment II LLC (“Vine Investment II,” and together with the Existing Owners, Vine LP, Vine GP, VRI, VRH, Vine Investment and Vine Investment II, the “Parties”).

Yahoo Inc – AMENDMENT TO REORGANIZATION AGREEMENT (February 21st, 2017)

This AMENDMENT, dated as of February 20, 2017 (this “Amendment”), to the Reorganization Agreement, dated as of July 23, 2016, by and between Yahoo! Inc., a Delaware corporation (“Seller”), and Yahoo Holdings, Inc., a Delaware corporation (the “Company”) (the “Agreement”), is made by and among (x) Seller, (y) the Company and (z) Verizon Communications Inc., a Delaware corporation (“Purchaser” and, together with Seller and the Company, the “Parties”).