TENDER AND SUPPORT AGREEMENT
TENDER AND SUPPORT AGREEMENT (this Agreement) dated as of June 7, 2019 by and among Magnolia Oil & Gas Corporation (the Company) and each of the persons listed on Schedule A hereto (collectively, the Warrant Holders, and each a Warrant Holder).
W I T N E S E T H:
WHEREAS, as of the date hereof, certain Warrant Holders are the beneficial owners of warrants that were privately issued in connection with the Companys initial public offering (the IPO) based on an exemption from registration under the Securities Act of 1933 (the Private Warrants);
WHEREAS, as of the date hereof, certain of the Warrant Holders are also the beneficial owner of public warrants currently listed on the NYSE under the symbol MGY.WS that were originally sold as part of the units in the IPO (the Public Warrants and, together with the Private Warrants, the Warrants);
WHEREAS, each Warrant entitles its holder to purchase one share of the Companys Class A common stock, par value $0.0001 (Class A Common Stock), for a purchase price of $11.50, subject to certain adjustments;
WHEREAS, the Company is initiating an exchange offer (the Exchange Offer) pursuant to a registration statement on Form S-4 to be filed with the Securities and Exchange Commission, as may be amended and supplemented (the Registration Statement), to offer the holders of the Warrants the opportunity to exchange their Warrants for shares of Class A Common Stock, based on an exchange ratio and subject to other terms and conditions to be disclosed in the Registration Statement, which exchange ratio and other terms and conditions will be the same for the Public Warrants and the Private Warrants;
WHEREAS, concurrent with the Exchange Offer and as part of the Registration Statement, the Company is initiating a consent solicitation (the Solicitation) to solicit the consent of the holders of the Warrants to amend, effective upon the completion of the Exchange Offer, the terms of the Warrants to permit the Company to require that each Warrant not tendered in the Exchange Offer be converted into shares of Class A Common Stock at a ratio 10% less than the ratio applicable to the Exchange Offer, as more fully described in the Registration Statement; and
WHEREAS, as an inducement to the Companys willingness to initiate the Exchange Offer and the Solicitation, each Warrant Holder has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
Section 1.01 Agreement to Tender. Each Warrant Holder shall validly tender or cause to be tendered to the Company all Warrants beneficially owned by such Warrant Holder, free and clear of all liens, pursuant to and in accordance with the terms of the Exchange Offer as described in the Registration Statement no later than the scheduled or extended expiration time of the Exchange Offer. The terms of the Exchange Offer shall be the same for the Public Warrants and the Private Warrants. Each Warrant Holder agrees that, notwithstanding anything to the contrary in the Registration Statement, after a Warrant Holder validly tenders his, her or its Warrants to the Company in accordance with the terms of the Registration Statement, such Warrant Holder may not withdraw or cause to be withdrawn the tender of any of such Warrants from the Exchange Offer, unless this Agreement is terminated pursuant to Section 1.09 hereof.
Section 1.02 Agreement to Solicit. Each Warrant Holder shall deliver to the Company its timely consent with respect to the Solicitation with respect to all of such Warrant Holders Warrants in accordance with the terms and conditions of the Solicitation as described in the Registration Statement, and such Warrant Holder may not withdraw or cause to be withdrawn any such consent; provided, however that such consent may be withdrawn if this Agreement is terminated pursuant to Section 1.09 hereof.