CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
(b)
EACH PARTY HERETO (I) SUBMITS ITSELF TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN HARRIS COUNTY,
TEXAS, (II) AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN
ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT BY ANY MEANS ALLOWED UNDER TEXAS
OR FEDERAL LAW AND (III) WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH PROCEEDING BEING IN SUCH A COURT AND ANY CLAIM THAT ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
5.
Waiver of Jury
Trial.
EACH PARTY HERETO HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY:
(a)
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY
LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
THEREBY OR ASSOCIATED THEREWITH;
(b)
CERTIFIES THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND
(c)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
6.
Amendment. No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by all parties
hereto and no waiver of any provision of this Agreement, and no consent to any
departure by any party hereto therefrom, shall be effective
unless it is in writing and signed by the other parties hereto, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
7.
Counterparts. This Agreement may be executed in
any number of counterparts with the same effect as if both of the signatory
parties had signed the same document. All counterparts shall be construed
together and shall constitute one and the same instrument. Any facsimile or
electronic copies of this Agreement or signatures on this Agreement shall, for
all purposes, be deemed originals.
[SIGNATURES ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
GSO:
GSO CAPITAL PARTNERS LP
By:
Name:
Title:
SANCHEZ PARTIES:
SANCHEZ ENERGY CORPORATION
By:
Name:
Antonio R. Sanchez, III
Title:
Chief Executive Officer
SANCHEZ OIL & GAS CORPORATION
By:
Name:
Antonio R. Sanchez, III
Title:
President
[Signature Page to Non-Solicitation Agreement]
EXHIBIT L
FORM OF VOTING AGREEMENT
[Attached.]
EXHIBIT L TO
SECURITIES PURCHASE AGREEMENT
STANDSTILL AND VOTING AGREEMENT
BY AND BETWEEN
SANCHEZ ENERGY CORPORATION
AND
THE GSO FUNDS
STANDSTILL AND VOTING AGREEMENT
This STANDSTILL AND VOTING AGREEMENT (this