FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This First Amendment to Registration Rights Agreement (this Amendment) is made and entered into as of June 26, 2019 by and among Roan Resources, Inc., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Registration Rights Agreement, dated as of September 24, 2018 (the Registration Rights Agreement), by and among the Company and the Initial Holders.
WHEREAS, the Parties previously entered into the Registration Rights Agreement on September 24, 2018;
WHEREAS, pursuant to the Common Stock Subscription Agreement, dated as of the date hereof (the Subscription Agreement), by and among the Company and each of the purchasers listed on Schedule A thereto (collectively, the Subscribers), the Company has issued and sold 1% of the total outstanding shares of Class A Common Stock, par value $0.001 per share, of the Company (Common Stock) to the Subscribers;
WHEREAS, to induce the Subscribers to enter into the Subscription Agreement and to consummate the transactions contemplated therein, the Company agreed to provide the registration rights and other rights set forth in the Registration Rights Agreement and this Amendment for the benefit of the Subscribers;
WHEREAS, pursuant to this Amendment, RH Debt Fund, L.P. shall be added as an Initial Holder for all purposes of the Registration Rights Agreement and this Amendment.
WHEREAS, the Parties desire to amend the Registration Rights Agreement as set forth in this Amendment;
WHEREAS, Section 9(c) of the Registration Rights Agreement provides that such agreement may be amended by means of a written amendment signed by the Company and the Holders of a majority of the then-outstanding Registrable Securities and the Parties hereto constitute Holders of a majority of such Registrable Securities.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the Parties hereby agree as follows:
Section 1. Amendments to Registration Rights Agreement
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Amendment to Preamble
The first sentence of the preamble is hereby deleted in its entirety and replaced with the following:
This Registration Rights Agreement (this Agreement) is made and entered into as of September 24, 2018, by and among Roan Resources, Inc., a Delaware corporation (the Company) and each of the other parties listed on the signature pages hereto.