ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this Assumption Agreement) is entered into and effective as of August 6, 2019 by and among Amplify Energy Corp., a Delaware corporation (the Company), Midstates Petroleum Company, Inc., a Delaware corporation (Parent), and American Stock Transfer & Trust Company, LLC (the Warrant Agent).
WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement dated as of May 4, 2017 (the Warrant Agreement); capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below);
WHEREAS, Parent, Midstates Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and the Company are parties to that certain Agreement and Plan of Merger, dated as of May 5, 2019 (as amended, restated, modified or supplemented, the Merger Agreement), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub has agreed to merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, and (immediately thereafter, as part of the same transaction, the Company will merge with and into a wholly owned subsidiary of Parent, with such subsidiary continuing as the surviving entity (the Merger);
WHEREAS, pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), by virtue of the Merger and without any further action on the part of Parent, Merger Sub or the Company, each share of common stock, par value $0.0001 per share, of the Company (Company Common Stock) outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.933 shares of Parent common stock, par value $0.01 per share (Parent Common Stock) (the Merger Consideration);
WHEREAS, pursuant to Section 9 of the Warrant Agreement, the Company may not effect a merger, prior to the consummation of such transaction, unless Parent assumes, by written instrument delivered to the Warrant Agent, the obligations (the Obligations) of the Company under the Warrant Agreement and under each of the warrants issued and outstanding thereunder (collectively, the Warrants);
WHEREAS, pursuant to Section 6.19 of the Merger Agreement, prior to the Effective Time, Parent and the Company shall make all necessary and appropriate provisions to ensure that, pursuant to the terms of the Warrant Agreement, holders of the Warrants have the right to acquire and receive, upon the exercise of such Warrants, the number of shares of Parent Common Stock that would have been issued or paid to the holders of the Warrants if such holders were to have exercised the Warrants immediately prior to the Effective Time, including Parents assumption by written instrument of the obligations to deliver to each such holder such shares of Parent Common Stock pursuant to the terms of the Warrant Agreement;