written.
INTREPID:
Intrepid Private Equity V-A, LLC
By: Intrepid Private Equity Fund GP, LLC, its manager
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
EXHIBIT L
GSO VOTING AGREEMENT
[Attached.]
STANDSTILL AND VOTING AGREEMENT
BY AND BETWEEN
SANCHEZ ENERGY CORPORATION
AND
THE GSO FUNDS
STANDSTILL AND VOTING AGREEMENT
This STANDSTILL AND VOTING AGREEMENT (this "Agreement") is made and entered into
as of February 6, 2017, by and between (a) Sanchez Energy Corporation, a
Delaware corporation (the "Company"), and (b) the funds specified on the
signature pages hereof (collectively, the "GSO Funds" and individually, a "GSO
Fund"). Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in Article I.
RECITALS:
WHEREAS, the Company is undertaking a firm commitment underwritten public
offering (the "Offering") of 10.0 million new shares of the Company's common
stock at a price to the public of $12.50 per share;
WHEREAS, the GSO Funds have agreed to purchase 500,000 shares of the Company's
common stock in the Offering (the "Offered Stock");
WHEREAS, pursuant to the Securities Purchase Agreement, dated January 12, 2017
(the "SPA"), among the Company, SN EF UnSub GP, LLC, a Delaware limited
liability company and a wholly owned subsidiary of the Company (the "General
Partner"), SN EF UnSub, LP, a Delaware limited partnership of which the General
Partner is the sole general partner (the "Partnership"), SN EF UnSub Holdings,
LLC, a Delaware limited liability company and a wholly owned subsidiary of the
Company ("SN Holdings"), SN UR Holdings, LLC, a Delaware limited liability
company, GSO ST Holdings Associates LLC, a Delaware limited liability company
("GSO Associates"), and GSO ST Holdings LP, a Delaware limited partnership
("GSO
Holdings"), among other things, at the Anadarko Closing, the Company has
agreed to issue to the GSO Funds the SN Shares and the Warrants in accordance
with Section 2.06(a)(iv) of the SPA, subject to the conditions set forth in the
SPA;
WHEREAS, at the Anadarko Closing, the Warrants will be issued to the GSO Funds
pursuant to the Warrant Agreement, dated as of the date of the Anadarko Closing
(the "Warrant Agreement"), among the Company and the GSO Funds;
WHEREAS, the parties hereto believe that it is desirable to establish certain
provisions with respect to the Voting Securities that are currently held, or may
be acquired, by the GSO Funds; and
WHEREAS, the Board of Directors of the Company has approved this Agreement upon
the terms and subject to the conditions contained herein;
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 are hereby acknowledged by each party hereto, the parties
hereby agree as follows:
Article I
DEFINITIONS
Section 1.1
Definitions. Capitalized terms used herein without definition
shall have the meanings set forth below:
"Affiliate" means, with respect to any of