VEI / Vine Energy Inc - Class A - Documents déposés auprès de la SEC, rapport annuel, procuration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40239 Vine Energy Inc. (Exact name of registrant as specified in its cha

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 15, 2021, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on November 2, 2021.

S-8 POS 1 d224613ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 2, 2021. Registration No. 333-257783 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-257783 UNDER THE SECURITIES ACT OF 1933 VINE ENERGY INC. (Exact name of registrant as specified in its charter) Dela

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2021 Vine Energy Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation or organization) (

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2021 Vine Energy Inc.

425 1 d233960d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation or organ

First Amendment to Credit Agreement, dated as of September 14, 2021, among the Borrower, Citibank, N.A., as administrative agent and collateral agent, and the several lenders party thereto.

Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 14, 2021 (this ?Agreement?), among VINE ENERGY HOLDINGS LLC, a Delaware limited liability company (the ?Borrower?), the Lenders party hereto constituting the Required Lenders and acknowledged by Citibank, N.A. (?Citi?), as Administrative Agent and Collateral Agent, is entered into in co

VEI / Vine Energy Inc / Vine Investment LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Vine Energy Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 92735P 103 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, New York 10154 Tel: (212) 583-5000 (Name, Address and Telep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Or ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40239 VINE ENERGY INC. (Exact name of Regis

Chesapeake Energy Corporation (CHK) Q2 2021 Results Conference Call August 11, 2021, 9:00 AM ET

Filed by Chesapeake Energy Corp. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Vine Energy Inc. Commission File No. 001-40239 Chesapeake Energy Corporation (CHK) Q2 2021 Results Conference Call August 11, 2021, 9:00 AM ET Executives Mike Wichterich, Chief Executive Officer Nick Dell?Osso, Chief Financial Officer Brad Sylvester, Vice President, Investor Relations Sheldon Bu

Merger Support Agreement, dated August 10, 2021 by and among Chesapeake Energy Corporation, Hannibal Merger Sub, Inc., Hannibal Merger Sub, LLC, Vine Energy, Inc. and the stockholders of Vine Energy, Inc. listed thereto.

Exhibit 10.1 MERGER SUPPORT AGREEMENT This MERGER SUPPORT AGREEMENT, dated as of August 10, 2021 (this ?Agreement?), is made and entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (?Parent?), Hannibal Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (?Merger Sub Inc.?), Hannibal Merger Sub, LLC, a Delaware limited liability company and

Tax Receivable Agreement Amendment, dated August 10, 2021 by and among Vine Energy Inc., Vine Investment LLC, Vine Investment II LLC, Brix Investment LLC, Brix Investment II LLC, Harvest Investment LLC and Harvest Investment II LLC.

Exhibit 10.2 TAX RECEIVABLE AGREEMENT AMENDMENT This Tax Receivable Agreement Amendment (the ?Agreement?) is entered into as of August 10, 2021, by and among Vine Energy Inc., a Delaware corporation (including any successor corporation, the ?Corporate Taxpayer?) and each of the TRA Parties that are a party hereto. RECITALS WHEREAS, the Corporate Taxpayer and the TRA Parties entered into that certa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 VINE ENERGY INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 VINE ENERGY INC. (Exact name of Registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation) (Commission File N

CHESAPEAKE ENERGY CORPORATION CONSOLIDATES HAYNESVILLE WITH AT- MARKET ACQUISITION OF VINE ENERGY INC.

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE AUGUST 11, 2021 CHESAPEAKE ENERGY CORPORATION CONSOLIDATES HAYNESVILLE WITH AT- MARKET ACQUISITION OF VINE ENERGY INC. OKLAHOMA CITY, August 11, 2021 ? Chesapeake Energy Corporation (NASDAQ:CHK) (?Chesapeake?) and Vine Energy Inc. (NYSE:VEI) (?Vine?) today announced that they have entered into a definitive agreement pursuant to which Chesapeake will

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 VINE ENERGY INC. (Exact name of Registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation) (Commission File N

Vine Energy Inc. Cancels Second-Quarter 2021 Conference Call

Exhibit 99.2 Vine Energy Inc. Cancels Second-Quarter 2021 Conference Call PLANO, Texas?Vine Energy Inc. announced today that it cancelled its second-quarter 2021 conference call scheduled for August 16, 2021 at 9am Central time following the announcement of the definitive agreement in which Chesapeake Energy intends to acquire Vine. The call is not expected to be rescheduled. The company expects t

Agreement and Plan of Merger by and among Chesapeake Energy Corporation, Hannibal Merger Sub, Inc., Hannibal Merger Sub, LLC, Vine Energy, Inc. and Vine Energy Holdings, LLC., dated as of August 10, 2021( incorporated by reference to Exhibit 2.1 to Vine Energy Inc.’s Current Report on Form 8-K filed on August 11, 2021).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among CHESAPEAKE ENERGY CORPORATION, HANNIBAL MERGER SUB, INC., HANNIBAL MERGER SUB, LLC, VINE ENERGY INC. and VINE ENERGY HOLDINGS LLC Dated as of August 10, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Terms Defined Elsewhere 3 ARTICLE II THE MERGER 5 Section 2.1 The Merger 5 Section 2.2 Closing

Vine Energy Inc. Announces Strategic Partnership with Project Canary to Become First Company in Haynesville to Certify 100% of Assets for Entry into RSG Markets

Exhibit 99.2 Vine Energy Inc. Announces Strategic Partnership with Project Canary to Become First Company in Haynesville to Certify 100% of Assets for Entry into RSG Markets PLANO, Texas? Vine Energy Inc. (NYSE: VEI) (the ?Company? or ?Vine?) announced today the execution of an agreement with Project Canary, the standard for trusted Environmental, Social, and Governance data, in which Vine is expe

Vine Energy Inc. Schedules Second-Quarter 2021 Earnings Release and Conference Call Date

Exhibit 99.1 Vine Energy Inc. Schedules Second-Quarter 2021 Earnings Release and Conference Call Date PLANO, Texas?Vine Energy Inc. (the ?Company?) announced today that it expects to release second-quarter 2021 financial and operating results on Monday, August 16, 2021, before commencement of trading. The Company will host a conference call to discuss the results the same day at 9 a.m. Central Tim

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation or organizati

As filed with the Securities and Exchange Commission on July 9, 2021.

As filed with the Securities and Exchange Commission on July 9, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 81-4833927 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Vine Energy Inc. 2021 Long-Term Incentive Plan.

Exhibit 4.3 VINE ENERGY INC. 2021 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Vine Energy, Inc. 2021 Long-Term Incentive Plan is to promote the success of the Company?s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutua

Amendment No. 2 to Second Lien Credit Agreement, dated June 29, 2021, by and among Vine Holdings, the several lenders from time to time party thereto and Morgan Stanley Senior Funding as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-40239, filed with the Commission on July 1, 2021).

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT (this ?Amendment?) dated as of June 29, 2021, is by and among Vine Energy Holdings LLC, a Delaware limited liability company (the ?Borrower?), the Lenders under the Credit Agreement described below that are party hereto and Morgan Stanley Senior Funding, Inc., as Admi

Employment Agreement by and between Eric D. Marsh and Vine Energy Inc., dated June 28, 2021

Exhibit 10.2 VINE ENERGY INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of June 28, 2021 (the ?Effective Date?), between Vine Energy Inc., a Delaware corporation (the ?Company?) and Eric Marsh (the ?Executive?). W I T N E S S E T H WHEREAS, the Executive is currently serving as the President, Chief Executive Officer and Chairman of the Board of Directors

Employment Agreement by and between David M. Elkin and Vine Energy Inc., dated June 28, 2021

Exhibit 10.3 VINE ENERGY INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of June 28, 2021 (the ?Effective Date?), between Vine Energy Inc., a Delaware corporation (the ?Company?) and David M. Elkin (the ?Executive?). W I T N E S S E T H WHEREAS, the Executive is currently serving as the Executive Vice President and Chief Operating Officer of the Company; W

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation or organizati

Employment Agreement by and between Jonathan C. Curth and Vine Energy Inc., dated June 28, 2021

Exhibit 10.5 VINE ENERGY INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of June 28, 2021 (the ?Effective Date?), between Vine Energy Inc., a Delaware corporation (the ?Company?) and Jonathan C. Curth (the ?Executive?). W I T N E S S E T H WHEREAS, the Executive is currently serving as the Executive Vice President, General Counsel and Corporate Secretary o

Vine Energy Inc. Announces Amendment to Second Lien Term Loan

Exhibit 99.1 Vine Energy Inc. Announces Amendment to Second Lien Term Loan PLANO, Texas? Vine Energy Inc. (NYSE: VEI) announced that its subsidiary, Vine Energy Holdings LLC, has amended its second lien term loan agreement to effectively reduce the amount of future natural gas production that is required to be subject to hedging. Specifically, for the 24-month period following the original closing

Employment Agreement by and between Wayne B. Stoltenberg and Vine Energy Inc., dated June 28, 2021

Exhibit 10.4 VINE ENERGY INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of June 28, 2021 (the ?Effective Date?), between Vine Energy Inc., a Delaware corporation (the ?Company?) and Wayne Stoltenberg (the ?Executive?). W I T N E S S E T H WHEREAS, the Executive is currently serving as the Executive Vice President and Chief Financial Officer of the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40239 VINE ENERGY INC. (Exact name of Regi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 17, 2021 VINE ENERGY INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of (Commission (I.R.S. Employer Incorporati

Vine Energy Inc. Announces First-Quarter 2021 Results and Provides 2021 Guidance

Exhibit 99.1 Vine Energy Inc. Announces First-Quarter 2021 Results and Provides 2021 Guidance Plano, Texas, May 17, 2021?Vine Energy Inc. (NYSE: VEI) (?Vine? or the ?Company?) today reported first-quarter 2021 results and provided full-year 2021 guidance and select guidance for the second-quarter 2021. Highlights ? Completed IPO on March 17, 2021, raising net proceeds of approximately $322 million

Vine Energy Inc. Schedules First-Quarter 2021 Earnings Release and Conference Call Date

EX-99.1 Exhibit 99.1 Vine Energy Inc. Schedules First-Quarter 2021 Earnings Release and Conference Call Date MONDAY, APRIL 12, 2021 PLANO, Texas—Vine Energy Inc. (the “Company”) announced today that it expects to release first-quarter 2021 financial and operating results on Monday, May 17, 2021, before commencement of trading. The Company will host a conference call to discuss the results the same

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation or organizat

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2021 VINE ENERGY INC. (Exact name of Registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation) (Commission File Num

Indenture, dated April 7, 2021, by and among Vine Energy Holdings LLC, the guarantors party thereto and Wilmington Trust, National Association, a national banking association, as trustee.

Exhibit 4.1 Execution Version INDENTURE Dated as of April 7, 2021 Among VINE ENERGY HOLDINGS LLC, as Company And WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.750% SENIOR NOTES DUE 2029 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 62 SECTION 1.03. [Reserved] 63 SECTION 1.04. Rules of Construction 63 SECTION

JOINT FILING AGREEMENT

EX-99.A Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vine Energy Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Secu

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vine Energy Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 92735P 103 (CUSIP Number) John G. Finley The Blackstone Group Inc. 345 Park Avenue New York, New York 10154 Tel: (212) 583-5000 (Name,

24,725,000 Shares Vine Energy Inc. Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Commission File No. 333-253366 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated March 17, 2021) 24,725,000 Shares Vine Energy Inc. Class A Common Stock This Prospectus Supplement No. 1 (this ?Prospectus Supplement?) supplements and amends the prospectus dated March 17, 2021 (the ?Final Prospectus?), relating to the initial public offering of shares of our Class A c

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2021 VINE ENERGY INC. (Exact name of Registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation) (Commission File Nu

Vine Energy Inc. Announces Proposed Offering of $950 Million of Senior Unsecured Notes

EX-99.1 Exhibit 99.1 Vine Energy Inc. Announces Proposed Offering of $950 Million of Senior Unsecured Notes March 29, 2021 PLANO, TX—(BUSINESS WIRE)—Vine Energy Inc. (“Vine”) announced today that its subsidiary, Vine Energy Holdings LLC (“Vine Holdings”), intends to offer $950 million in aggregate principal amount of senior unsecured notes due 2029 (the “New Notes”) in a private placement to eligi

VINE ENERGY INC. ANNOUNCES EXERCISE AND CLOSING OF OVER-ALLOTMENT

EX-99.1 Exhibit 99.1 VINE ENERGY INC. ANNOUNCES EXERCISE AND CLOSING OF OVER-ALLOTMENT OPTION March 24, 2021 05:00 PM Eastern Standard Time PLANO, TX—(BUSINESS WIRE)—Vine Energy Inc. (“Vine”) announced today that the underwriters of its previously announced initial public offering (“IPO”) of 21,500,000 shares of its Class A common stock have fully exercised their option to purchase an additional 3

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation or organizat

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and David I. Foley.

Exhibit 10.20 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and H. Paulett Eberhart.

Exhibit 10.19 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and Wayne B. Stoltenberg.

Exhibit 10.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

First Lien RBL Credit Agreement, dated March 8, 2021, by and among Vine Energy Holdings LLC as the Borrower, the several lenders from time to time party thereto and Citibank, N.A. as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank.

Exhibit 10.7 Execution Version CREDIT AGREEMENT Dated as of March 8, 2021 among VINE ENERGY HOLDINGS LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, CITIBANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, KEYBANC CAPITAL MARKETS INC

Amended and Restated Limited Liability Company Agreement of Vine Energy Holdings LLC, dated as of March 17, 2021.

Exhibit 10.1 FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VINE ENERGY HOLDINGS LLC a Delaware limited liability company Dated as of March 17, 2021 THE MEMBERSHIP INTERESTS REFERENCED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND THEIR OFFER AND SALE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and Charles M. Sledge.

Exhibit 10.18 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

Vine Energy Inc. 2021 Long-Term Incentive Plan.

Exhibit 10.11 VINE ENERGY INC. 2021 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Vine Energy, Inc. 2021 Long-Term Incentive Plan is to promote the success of the Company?s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mut

Amended and Restated Bylaws of Vine Energy Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, File No. 001-40239, filed with the Commission on March 23, 2021).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VINE ENERGY INC. Date of Adoption: March 17, 2021 ARTICLE I Offices Section 1.01 Registered Office. The registered office and registered agent of Vine Energy Inc. (the ?Corporation?) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in such othe

Tax Receivable Agreement, dated as of March 17, 2021, by and among Vine Energy Inc. and each of the other persons from time to time party thereto.

Exhibit 10.2 FORM OF TAX RECEIVABLE AGREEMENT between VINE ENERGY INC. and THE PERSONS NAMED HEREIN Dated as of March 17, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT 11 Section 2.1 Attribute Schedule 11 Section 2.2 Tax Benefit Schedule 11 Section 2.3 Procedures, Amendments 12 ARTICLE III TAX BENEFIT PAYMENTS 13 Sect

First Supplemental Indenture, dated March 17, 2021, by and among Vine Energy Holdings LLC, Vine Oil & Gas LP, Brix Oil & Gas Holdings LP, Harvest Royalties Holdings LP and Wilmington Trust, National Association, a national banking association, as trustee.

Exhibit 10.9 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of March 17, 2021, among (a) Vine Energy Holdings LLC, a Delaware limited liability company (the ?New Issuer?), (b) Vine Oil & Gas LP, a Delaware limited partnership (the ?Original Co-Issuer? and ?New Guarantor?), (c) each of Brix Oil & Gas Holdings LP, a Delaware limited partnership, a

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and Jonathan C. Curth.

Exhibit 10.15 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and Murat T. Konuk.

Exhibit 10.17 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

Master Reorganization Agreement, dated as of March 17, 2021, by and among Vine Energy Inc., Vine Energy Holdings LLC and each of the other parties thereto.

Exhibit 10.6 Execution Version MASTER REORGANIZATION AGREEMENT This Master Reorganization Agreement (this ?Agreement?), dated as of March 17, 2021, is entered into by and among (a) Vine Oil & Gas Holdings LLC (?Vine Holdings?), (b) each of the individuals and entities listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas Parent LP (?Vine LP?) and/or Vine

Amended and Restated Certificate of Incorporation of Vine Energy Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-40239, filed with the Commission on March 23, 2021).

Exhibit 3.1 Execution Version AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VINE ENERGY INC. The present name of the corporation is Vine Energy Inc. (the ?Corporation?). The Corporation was incorporated under the name ?Vine Resources Inc.? by the filing of its original certificate of incorporation (the ?Original Certificate of Incorporation?) with the Secretary of State of the State of Dela

First Supplemental Indenture, dated March 17, 2021, by and among Vine Energy Holdings LLC, Vine Oil & Gas LP, Brix Oil & Gas Holdings LP, Harvest Royalties Holdings LP and Wilmington Trust, National Association, a national banking association, as trustee.

Exhibit 10.10 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of March 17, 2021, among (a) Vine Energy Holdings LLC, a Delaware limited liability company (the ?New Issuer?), (b) Vine Oil & Gas LP, a Delaware limited partnership (the ?Original Co-Issuer? and ?New Guarantor?), (c) each of Brix Oil & Gas Holdings LP, a Delaware limited partnership,

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and David M. Elkin.

Exhibit 10.13 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and Angelo G. Acconcia.

Exhibit 10.16 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

Stockholders’ Agreement, dated as of March 22, 2021, by and among Vine Energy Inc. and each of the other persons from time to time party thereto.

Exhibit 10.5 Execution Version STOCKHOLDERS? AGREEMENT DATED AS OF MARCH 22, 2021 AMONG VINE ENERGY INC. AND THE OTHER PARTIES HERETO TABLE OF CONTENTS Page ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 ARTICLE II CORPORATE GOVERNANCE MATTERS 4 2.1 Election of Directors 4 ARTICLE III INFORMATION 6 3.1 Books and Records; Access 6 3.2 Certain Reports 6 3.3 Disclosure of Inf

Underwriting Agreement, dated March 17, 2021, by and among the Company, Vine Energy Holdings LLC and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several initial underwriters listed on Schedule I thereto.

Exhibit 1.1 Execution Version 21,500,000 Class A Common Stock VINE ENERGY INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENT March 17, 2021 March 17, 2021 Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters named in Schedule I attached hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York

Exchange Agreement, dated as of March 17, 2021, by and among Vine Energy Inc., Vine Energy Holdings LLC and holders of Class B Units and Class B Common Stock from time to time party thereto.

Exhibit 10.3 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?), dated as of March 17, 2021 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Energy Inc., a Delaware corporation (?Issuer?), Vine Energy Holdings LLC, a Delaware limited liability company (?Vine Holdings?), Vine Investment LLC, a Delaware limited liability company (?Vine Investment?), Brix I

Amendment No. 1 to Second Lien Credit Agreement, dated March 8, 2021, by and among Vine Holdings as the New Borrower, Vine Oil & Gas LP as the Existing Borrower, the several lenders from time to time party thereto and Morgan Stanley Senior Funding as Administrative Agent and Collateral Agent.

Exhibit 10.8 Execution Version AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this ?Amendment?) dated as of March 8, 2021, is by and among Vine Oil & Gas LP, a Delaware limited partnership (the ?Existing Borrower?), Vine Energy Holdings LLC, the Lenders under the Credit Agreement described below that are party hereto and Morgan Stanley Senior

Registration Rights Agreement, dated as of March 22, 2021, by and among Vine Energy Inc. and each of the other persons from time to time party thereto.

Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this ?Agreement?) is dated as of March 22, 2021, by and among Vine Energy Inc., a Delaware corporation (the ?Company?), Vine Investment LLC, a Delaware limited liability company (?Vine Investment?), Brix Investment LLC, a Delaw

Indemnification Agreement, dated March 17, 2021, by and among Vine Energy Inc. and Eric D. Marsh.

Exhibit 10.12 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of March 17, 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other ca

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-40239 81-4833927 (State or other jurisdiction of incorporation or organizat

21,500,000 Shares Vine Energy Inc. Class A Common Stock

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-253366 PROSPECTUS 21,500,000 Shares Vine Energy Inc. Class A Common Stock This is the initial public offering of the common stock of Vine Energy Inc., a Delaware corporation. We are offering 21,500,000 shares of our Class A common stock. Prior to this offering, there has been no public market for our Class A common stock. We h

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vine Energy Inc. (Exact name of registrant as specified in its charter) Delaware 81-4833927 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5800 Granite Parkway, Sui

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S-1MEF 1 d139111ds1mef.htm S-1MEF As filed with the Securities and Exchange Commission on March 17, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vine Energy Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1311 81-4833927 (State or other jurisdiction of incorp

Vine Energy Inc.

Filed Pursuant to Rule 433 under the Securities Act of 1933 Free Writing Prospectus dated March 17, 2021 Relating to Preliminary Prospectus dated March 9, 2021 Registration Statement No.

* * * [Signature page follows]

March 15, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

VINE ENERGY INC. 5800 Granite Parkway, Suite 550 Plano, Texas 75024 March 15, 2021

VINE ENERGY INC. 5800 Granite Parkway, Suite 550 Plano, Texas 75024 March 15, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Vine Energy Inc. Registration Statement on Form S-1 File No. 333-253366 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vine Energy Inc. (the ?Company?)

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Table of Contents As filed with the Securities and Exchange Commission on March 9, 2021.

Consent of Director Nominee — H. Paulett Eberhart

Exhibit 99.10 CONSENT OF DIRECTOR NOMINEE Vine Energy Inc. (the ?Company?) is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering (?IPO?) of its Class A common stock. In connection with the IPO, I hereby consent, pursuant to Rule 438 of the Securit

Form of Underwriting Agreement.

Exhibit 1.1 [?] Class A Common Stock VINE ENERGY INC. CLASS A COMMON STOCK FORM OF UNDERWRITING AGREEMENT [?], 2021 [?], 2021 Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters named in Schedule I attached hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Credit Suisse Sec

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Via EDGAR and Federal Express March 9, 2021 Attention: Joseph Klinko Ethan Horowitz John Hodgin Irene Barberena-Meissner Loan Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

Consent of Director Nominee — David I. Foley

Exhibit 99.11 CONSENT OF DIRECTOR NOMINEE Vine Energy Inc. (the ?Company?) is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering (?IPO?) of its Class A common stock. In connection with the IPO, I hereby consent, pursuant to Rule 438 of the Securit

Form of First Amendment to Second Lien Credit Agreement.

Exhibit 10.22 Execution Version AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this ?Amendment?) dated as of March [ ], 2021, is by and among Vine Oil & Gas LP, a Delaware limited partnership (the ?Existing Borrower?), Vine Energy Holdings LLC, the Lenders under the Credit Agreement described below that are party hereto and Morgan Stanley Seni

Form of New RBL.

Exhibit 10.8 Execution Version CREDIT AGREEMENT Dated as of March [ ], 2021 among VINE ENERGY HOLDINGS LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, CITIBANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, KEYBANC CAPITAL MARKETS I

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As filed with the Securities and Exchange Commission on March 5, 2021. Registration No. 333-253366 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VINE ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1311 81-4833927 (State or other jurisdiction of incorporation or

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (Strip Pricing) (Brix Oil & Gas Holdings LP).

Exhibit 99.6 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net reve

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (SEC Pricing) (Brix Oil & Gas Holdings LP).

Exhibit 99.5 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net revenu

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Via EDGAR and Federal Express March 3, 2021 Attention: Irene Barberena-Meissner Loan Lauren Nguyen Ethan Horowitz Joseph Klinko John Hodgin United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2019 (SEC Pricing) (Harvest Royalties Holding LP).

Exhibit 99.7 November 12, 2020 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing ?As of? January 1, 2020 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2019 (SEC Pricing) (Brix Oil & Gas Holdings LP).

EX-99.4 9 d86799dex994.htm EX-99.4 Exhibit 99.4 January 7, 2020 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case “As of” January 1, 2020 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (Strip Pricing) (Harvest Royalties Holding LP).

Exhibit 99.9 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserve

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (SEC Pricing) (Harvest Royalties Holding LP).

Exhibit 99.8 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and p

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (SEC Pricing) (Vine Oil & Gas LP).

Exhibit 99.2 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net revenu

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2019 (SEC Pricing) (Vine Oil & Gas LP).

Exhibit 99.1 January 7, 2020 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2020 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net reve

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (Strip Pricing) (Vine Oil & Gas LP).

Exhibit 99.3 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net reve

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Table of Contents As filed with the Securities and Exchange Commission on March 3, 2021.

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March 1, 2021 Attention: Irene Barberena-Meissner Loan Lauren Nguyen Ethan Horowitz Joseph Klinko John Hodgin United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

Second Amendment to RBL Credit Facility, dated as of October 6, 2017 by and among Vine Oil & Gas LP, HSBC Bank USA, National Association, as Administrative Agent, Collateral Agent, Swingline Lender and the banks, financial institutions and other lending institutions party thereto.

Exhibit 10.3 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) dated as of October 6, 2017, is among Vine Oil & Gas LP, a Delaware limited partnership (the ?Borrower?), the Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent fo

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (Strip Pricing) (Brix Oil & Gas Holdings LP).

Exhibit 99.6 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net reve

Form of Amended and Restated Bylaws of Vine Energy Inc.

Exhibit 3.4 FORM OF AMENDED AND RESTATED BYLAWS OF VINE ENERGY INC. ARTICLE I Offices Section 1.01 Registered Office. The registered office and registered agent of Vine Energy Inc. (the ?Corporation?) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United St

Employment Agreement, dated as of January 21, 2019, with David M. Elkin.

Exhibit 10.18 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of January 21, 2019 (the ?Effective Date?), by and between Vine Management Services LLC, a Delaware limited liability company (the ?Company?), and David M. Elkin (?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive and to enter into this Agre

Employment Agreement, dated as of May 28, 2014, with Eric D. Marsh.

Exhibit 10.15 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of May 28, 2014 (the ?Effective Date?), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the ?Company?), and Eric Marsh (the ?Executive?). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embo

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (Strip Pricing) (Vine Oil & Gas LP).

Exhibit 99.3 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net reve

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2019 (SEC Pricing) (Vine Oil & Gas LP).

Exhibit 99.1 January 7, 2020 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2020 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net reve

Form of Master Reorganization Agreement.

Exhibit 4.5 FORM OF MASTER REORGANIZATION AGREEMENT This Master Reorganization Agreement (this ?Agreement?), dated as of [ ], 2021, is entered into by and among (a) Vine Oil & Gas Holdings LLC (?Vine Holdings?), (b) each of the individuals and entities listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas Parent LP (?Vine LP?) and/or Vine Oil & Gas Parent

Form of Tax Receivable Agreement.

Exhibit 10.13 FORM OF TAX RECEIVABLE AGREEMENT between VINE ENERGY INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT 11 Section 2.1 Attribute Schedule 11 Section 2.2 Tax Benefit Schedule 11 Section 2.3 Procedures, Amendments 12 ARTICLE III TAX BENEFIT PAYMENTS 13 Section

List of subsidiaries of Vine Energy Inc.

Exhibit 21.1 SUBSIDIARIES OF VINE ENERGY INC. Name of Subsidiary Jurisdiction of Organization Vine Energy Holdings LLC Delaware Vine Oil & Gas LP Delaware Vine Oil & Gas GP LLC Delaware Vine Management Services LLC Delaware Brix Oil & Gas Holdings GP LLC Delaware Brix Oil & Gas Holdings LP Delaware Harvest Royalty Holding GP LLC Delaware Harvest Royalties Holding LP Delaware

Third Lien Credit Agreement dated as of December 30, 2019, by and among the Borrower, the lenders party thereto in their capacities as lenders thereunder and Blackstone Holdings Finance Co LLC, as administrative agent and collateral agent, including any guarantees, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications or restatements thereof, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

Exhibit 10.6 CREDIT AGREEMENT Dated as of December 30, 2019 among VINE OIL & GAS LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, and Blackstone Holdings Finance Co LLC, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page Section 1. Definitions 1 1.1 Defined Terms 1 1.2 Other Interpretive Provisions 57 1.3 Accounting Terms 58 1.4 Rounding 59 1.5 References

Power of Attorney (included on the signature page of the initial filing of this Registration Statement).

Table of Contents As filed with the Securities and Exchange Commission on February 22, 2021.

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2019 (SEC Pricing) (Harvest Royalties Holding LP).

Exhibit 99.7 November 12, 2020 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing ?As of? January 1, 2020 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and

Form of Amended and Restated Limited Liability Company Agreement of Vine Energy Holdings LLC.

Exhibit 4.4 FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VINE ENERGY HOLDINGS LLC a Delaware limited liability company Dated as of [ ], 2021 THE MEMBERSHIP INTERESTS REFERENCED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND THEIR OFFER AND SALE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDE

Form of Class A Common Stock Certificate.

Exhibit 4.1 VEI Vine Energy Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT is the owner of CUSIP FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF $0.01 PAR VALUE OF VINE ENERGY INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon sur

Third Amendment to RBL Credit Facility, dated as of December 30, 2020 by and among Vine Oil & Gas LP, HSBC Bank USA, National Association, as Administrative Agent, Collateral Agent, Swingline Lender and the banks, financial institutions and other lending institutions party thereto.

Exhibit 10.4 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) dated as of December 30, 2020, is among Vine Oil & Gas LP, a Delaware limited partnership (the ?Borrower?), the Lenders and the Issuing Bank under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent an

Employment Agreement, dated as of September 10, 2018, with Wayne B. Stoltenberg.

Exhibit 10.20 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of September 10, 2018 (the ?Effective Date?), by and between Vine Management Services LLC, a Delaware limited liability company (the ?Company?), and Wayne Stoltenberg (?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive and to enter into this

Form of Stockholders’ Agreement.

Exhibit 4.2 FORM OF STOCKHOLDERS? AGREEMENT DATED AS OF [ ], 2021 AMONG VINE ENERGY INC. AND THE OTHER PARTIES HERETO TABLE OF CONTENTS Page ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 ARTICLE II CORPORATE GOVERNANCE MATTERS 4 2.1 Election of Directors 4 ARTICLE III INFORMATION 6 3.1 Books and Records; Access 6 3.2 Certain Reports 6 3.3 Disclosure of Information 7 ARTIC

Indenture, dated October 18, 2017 by and among Vine Oil & Gas LP, Vine Oil & Gas Finance Corp., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.

EX-10.9 20 d86799dex109.htm EX-10.9 Exhibit 10.9 Execution Version INDENTURE Dated as of October 18, 2017 Among VINE OIL & GAS LP, as Company, VINE OIL & GAS FINANCE CORP., as Co-Issuer And WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 8.75% SENIOR NOTES DUE 2023 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 63

Indenture, dated October 3, 2018 by and among Vine Oil & Gas LP, Vine Oil & Gas Finance Corp., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.

Execution Version Exhibit 10.10 INDENTURE Dated as of October 3, 2018 Among VINE OIL & GAS LP, as Company, VINE OIL & GAS FINANCE CORP., as Co-Issuer And WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 9.75% SENIOR NOTES DUE 2023 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 64 Section 1.03. [Reserved] 65 Section

Form of Amended and Restated Certificate of Incorporation of Vine Energy Inc.

Exhibit 3.3 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VINE ENERGY INC. The present name of the corporation is Vine Energy Inc. (the ?Corporation?). The Corporation was incorporated under the name ?Vine Resources Inc.? by the filing of its original certificate of incorporation (the ?Original Certificate of Incorporation?) with the Secretary of State of the State of Delaware on De

Certificate of Incorporation of Vine Energy Inc.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VINE RESOURCES INC. FIRST: The name of the corporation is Vine Resources Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is 200 Bellevue Parkway, Suite 210, Wilmington, New Castle County, Delaware 19809. The name of its registered agent at such address is Intertrust Corporate Services Delaware

First Amendment to Third Lien Credit Agreement dated as of December 30, 2020, by and among the Borrower, the lenders party thereto in their capacities as lenders thereunder and Blackstone Holdings Finance Co LLC, as administrative agent and collateral agent, including any guarantees, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications or restatements thereof, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

Exhibit 10.7 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) dated as of December 30, 2020, is among Vine Oil & Gas LP, a Delaware limited partnership (the ?Borrower?), the banks, funds, financial institutions and other lending institutions from time to time parties as lenders hereto (each a ?Lender? and collectively, the ?Lenders?)

Amendment to Employment Agreement, effective as of June 11, 2020, with David M. Elkin.

Exhibit 10.19 EXECUTION VERSION AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) dated as of June 11, 2020, shall amend that certain Employment Agreement (the ?Employment Agreement?), dated January 21, 2019, by and between Vine Management Services LLC, a Delaware limited liability company (the ?Company?), and David M. Elkin (?Executive?). Capitalized term

Second Amendment to Employment Agreement, effective as of June 11, 2020, with Eric D. Marsh.

Exhibit 10.17 EXECUTION VERSION SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) dated as of June 11, 2020, shall amend that certain Employment Agreement (as amended, the ?Employment Agreement?), dated May 28, 2014, by and between Vine Management Services LLC (?VMS?) (as successor to Vine Oil & Gas GP LLC), and Eric Marsh (?Executive?). Capi

Amendment to Employment Agreement, dated as of March 3, 2017, with Eric D. Marsh.

Exhibit 10.16 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) dated as of March 3, 2017, shall amend that certain Employment Agreement (the ?Employment Agreement?), dated May 28, 2014, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (?Vine GP?), and Eric Marsh (?Executive?). Capitalized terms used but not defined herein shall h

Form of Exchange Agreement.

Exhibit 10.14 FORM OF EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?), dated as of [ ], 2021 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Energy Inc., a Delaware corporation (?Issuer?), Vine Energy Holdings LLC, a Delaware limited liability company (?Vine Holdings?), Vine Investment LLC, a Delaware limited liability company (?Vine Investment?), Br

Via EDGAR and Federal Express

Via EDGAR and Federal Express February 22, 2021 Attention: Joseph Klinko Ethan Horowitz John Hodgin Irene Barberena-Meissner Loan Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 1 00 F Street, N.

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2019 (SEC Pricing) (Brix Oil & Gas Holdings LP).

Exhibit 99.4 January 7, 2020 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2020 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and pr

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (SEC Pricing) (Brix Oil & Gas Holdings LP).

Exhibit 99.5 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net revenu

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (SEC Pricing) (Vine Oil & Gas LP).

Exhibit 99.2 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and projected net revenu

Form of Underwriting Agreement.

Exhibit 1.1 [?] Class A Common Stock VINE ENERGY INC. CLASS A COMMON STOCK FORM OF UNDERWRITING AGREEMENT [?], 2021 [?], 2021 Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters named in Schedule I attached hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Credit Suisse Sec

Second Lien Credit Agreement, dated as of December 30, 2020, among the Borrower, the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc. as Administrative Agent (as defined therein) and Collateral Agent (as defined therein), as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

Exhibit 10.5 EXECUTION VERSION SECOND LIEN CREDIT AGREEMENT Dated as of December 30, 2020 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Other Interpretiv

First Amendment to RBL Credit Facility, dated as of January 6, 2015, by and among Vine Oil & Gas LP, HSBC Bank USA, National Association, as Administrative Agent, Collateral Agent, Swingline Lender and the banks, financial institutions and other lending institutions party thereto.

Exhibit 10.2 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) dated as of January 6, 2015, is among Vine Oil & Gas LP, a Delaware limited partnership (the ?Borrower?), the Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent for

Form of Indemnification Agreement.

Exhibit 10.11 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of [ ], 2021, (this ?Agreement?) and is between Vine Energy Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other

RBL Credit Facility, dated as of November 25, 2014, by and among Vine Oil & Gas LP, HSBC Bank USA, National Association, as Administrative Agent, Collateral Agent, Swingline Lender and as Issuing Bank and the banks, financial institutions and other lending institutions from time to time party thereto, as amended.

Exhibit 10.1 CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, and HSBC BANK USA, NATIONAL ASSOCIATION, MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE SECURITIES (USA) LLC, SG AMERICAS S

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (Strip Pricing) (Harvest Royalties Holding LP).

EX-99.9 46 d86799dex999.htm EX-99.9 Exhibit 99.9 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case “As of” January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has

Form of Registration Rights Agreement.

Exhibit 4.3 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this ?Agreement?) is dated as of [ ], 2021, by and among Vine Energy Inc., a Delaware corporation (the ?Company?), Vine Investment LLC, a Delaware limited liability company (?Vine Investment?), Brix Investment LLC, a Delaware limited liab

Amendment to Employment Agreement, effective as of June 11, 2020, with Wayne B. Stoltenberg.

Exhibit 10.21 EXECUTION VERSION AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) dated as of June 11, 2020, shall amend that certain Employment Agreement (the ?Employment Agreement?), dated September, 2018, by and between Vine Management Services LLC, a Delaware limited liability company (the ?Company?), and Wayne B. Stoltenberg (?Executive?). Capitalized

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2020 (SEC Pricing) (Harvest Royalties Holding LP).

Exhibit 99.8 January 8, 2021 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D. Von Gonten & Co. has prepared estimates of future reserves and p

Bylaws of Vine Energy Inc.

Exhibit 3.2 BYLAWS OF VINE RESOURCES INC. A Delaware Corporation Date of Adoption: December 30, 2016 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Section 5. Record Date 2 Section 6. Notic

Form of Vine Energy Inc. 2021 Long-Term Incentive Plan.

Exhibit 10.12 VINE ENERGY INC. 2021 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Vine Energy, Inc. 2021 Long-Term Incentive Plan is to promote the success of the Company?s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mut

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Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 1, 2021.

January 8, 2021

Exhibit 99.8 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 8, 2021 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing ?As of? January 1, 2021 Dear Mr. Marsh: At

January 7, 2020

Exhibit 99.1 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 7, 2020 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2020 Dear Mr. Marsh: At your request, W.D

January 8, 2021

Exhibit 99.5 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 8, 2021 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D.

January 8, 2021

Exhibit 99.6 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 8, 2021 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case ?As of? January 1, 2021 Dear Mr. Marsh: At your request, W.D

November 12, 2020

EX-99.7 8 filename8.htm Exhibit 99.7 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com November 12, 2020 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing “As of” January 1

January 8, 2021

EX-99.3 4 filename4.htm Exhibit 99.3 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 8, 2021 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case “As of” January 1, 2021 Dear Mr. Mar

January 8, 2021

EX-99.2 3 filename3.htm Exhibit 99.2 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 8, 2021 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Vine Oil & Gas LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case “As of” January 1, 2021 Dear Mr. Marsh

January 7, 2020 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pri

EX-99.4 5 filename5.htm Exhibit 99.4 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 7, 2020 Mr. Eric Marsh Chief Executive Officer Brix Oil & Gas Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Brix Oil & Gas Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case “As of” January 1, 2

January 8, 2021

EX-99.9 10 filename10.htm Exhibit 99.9 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 8, 2021 Mr. Eric Marsh Chief Executive Officer Harvest Royalties Holdings LP 5800 Granite Parkway, Suite 550 Plano, Texas 75024 Re: Harvest Royalties Holdings LP Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Strip Pricing Case “As of” Ja

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Via EDGAR and Federal Express February 1, 2021 Attention: Joseph Klinko Ethan Horowitz John Hodgin Irene Barberena-Meissner Loan Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

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Table of Contents As confidentially submitted to the Securities and Exchange Commission on November 24, 2020.

VINE RESOURCES INC. 500 Granite Parkway, Suite 550 Plano, Texas 75024 May 14, 2019

VINE RESOURCES INC. 500 Granite Parkway, Suite 550 Plano, Texas 75024 May 14, 2019 VIA EDGAR John Reynolds Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance Office of Natural Resources 100 F Street NE Washington, DC 20549-4628 Re: Vine Resources Inc. Request to Withdraw Registration Statement on Form S-1 (File No. 333-217235) Ladies and Gentlemen: Vine Reso

Asset Exchange Agreement dated January 31, 2018, by and between the Company and GEP Haynesville, LLC.

Exhibit 2.1 Execution Version ASSET EXCHANGE AGREEMENT By And Between GEP Haynesville, LLC As GEP And Vine Oil & Gas LP As Vine Dated as of January 31, 2018 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 Section 1.1. Certain Definitions 1 Section 1.2. Louisiana Defined Terms 1 ARTICLE 2. EXCHANGE 1 Section 2.1. Exchange 1 Section 2.2. Exchange Consideration 2 Section 2.3. Adjustment Payment 2 Section

Second Amendment to Employment Agreement, dated as of January 24, 2018, with John C. Regan.

Exhibit 10.34 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) dated January 24, 2018, shall amend that certain Employment Agreement, dated January 5, 2015, and as amended on January 6, 2017 (the ?Employment Agreement?), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (?Vine GP?), and John Regan (?Executive?), whic

As filed with the Securities and Exchange Commission on March 22, 2018

Table of Contents As filed with the Securities and Exchange Commission on March 22, 2018 Registration No.

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2017 (Post-Exchange SEC Pricing).

Exhibit 99.3 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com December 21, 2017 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Acreage Division Case SEC Pricing

As filed with the Securities and Exchange Commission on February 23, 2018

Table of Contents As filed with the Securities and Exchange Commission on February 23, 2018 Registration No.

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2016 (SEC Pricing).

Exhibit 99.1 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 25, 2017 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1,

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2017 (Post-Exchange Sensitivity).

Exhibit 99.4 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com February 20, 2018 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues Acreage Division Case Strip Pricin

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2017 (SEC Pricing).

Exhibit 99.2 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 r: 713.224.6333 www.wdvgco.com December 21, 2017 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1

Power of Attorney for Charles M. Sledge.

Exhibit 24.2 VINE RESOURCES INC. Power of Attorney Each person whose signature appears below appoints Eric D. Marsh and John C. Regan, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all

As filed with the Securities and Exchange Commission on November 21, 2017.

Table of Contents As filed with the Securities and Exchange Commission on November 21, 2017.

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2016 (Sensitivity).

Exhibit 99.3 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com February 24, 2017 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP Haynesville and Mid-Bossier Shale Properties ?Revised? Estimate of Reserves and Revenues Henry Hub Strip Pricing ?A

Indenture, dated October 18, 2017 by and among Vine Oil & Gas LP, Vine Oil & Gas Finance Corp., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.

Exhibit 10.33 Execution Version INDENTURE Dated as of October 18, 2017 Among VINE OIL & GAS LP, as Company, VINE OIL & GAS FINANCE CORP., as Co-Issuer And WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 8.75% SENIOR NOTES DUE 2023 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 63 Section 1.03. [Reserved] 64 Sectio

As filed with the Securities and Exchange Commission on May 5, 2017.

Table of Contents As filed with the Securities and Exchange Commission on May 5, 2017.

Form of Employment Agreement.

Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2017, by and between Vine Management Services LLC, a Delaware limited liability company (the “Company”), and [ ] (“Executive”). W I T N E S S E T H: WHEREAS, Vine Resources Inc., an affiliate of the Company, is currently contemplating an underwritten initial public offering (the “IPO

Form of Underwriting Agreement.

Exhibit 1.1 [ ] Class A Common Stock VINE RESOURCES INC. CLASS A COMMON STOCK FORM OF UNDERWRITING AGREEMENT [ ], 2017 [ ], 2017 Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters named in Schedule I attached hereto c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 c/o Morgan Stanley & Co. LLC 1585 Bro

Form of Indemnification Agreement.

Exhibit 10.8 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of [ ], 2017, (this ?Agreement?) and is between Vine Resources Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in oth

Bylaws of Vine Resources Inc.

Exhibit 3.2 BYLAWS OF VINE RESOURCES INC. A Delaware Corporation Date of Adoption: December 30, 2016 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Section 5. Record Date 2 Section 6. Notic

Term Loan C Credit Facility, dated November 25, 2014, by and among the Company, Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral Agent and the banks, financial institutions and other lending institutions from time to time party thereto, as amended.

Exhibit 10.6 EXECUTION VERSION TERM LOAN C CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, and HSBC SECURITIES (USA) INC., MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE SECURITIES (USA) LLC, SG AMERICAS SECURITIES, BL

Power of Attorney (included on the signature page of this Registration Statement).

Table of Contents As filed with the Securities and Exchange Commission on April 10, 2017.

Amendment to Employment Agreement, dated as of January 6, 2017, with John C. Regan.

Exhibit 10.31 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) effective January 6, 2017, shall amend that certain Employment Agreement (the ?Employment Agreement?), dated January 5, 2015, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (?Vine GP?), and John Regan (?Executive?). Capitalized terms used but not defined herein shal

Sixth Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated September 1, 2011.

EXHIBIT 10.23 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. SIXTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS SIXTH AMENDMENT TO GAS GATHERIN

Fourth Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated September 1, 2011.

EXHIBIT 10.15 FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?Fourth Amendment?) is made by and between SWEPT LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by co version to CenterPoint Energy Field Services, Inc. (?Gatherer?) effective this 1st day of September, 2011. Background Gatherer and Shippe

Employment Agreement, dated as of May 28, 2014, with Eric D. Marsh.

Exhibit 10.28 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of May 28, 2014 (the ?Effective Date?), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the ?Company?), and Eric Marsh (the ?Executive?). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of

Form of Registration Rights Agreement.

Exhibit 4.3 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this ?Agreement?) is dated as of [ ], 2017, by and among Vine Resources Inc., a Delaware corporation (the ?Company?), Vine Investment LLC, a Delaware limited liability company (?Vine Investment?) and Vine Investment II LLC, a Delaware lim

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2015 (SEC Pricing).

Exhibit 99.1 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 29, 2016 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1,

Form of Amended and Restated Certificate of Incorporation of Vine Resources Inc.

Exhibit 3.3 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VINE RESOURCES INC. The present name of the corporation is Vine Resources Inc. (the ?Corporation?). The Corporation was incorporated under the name ?Vine Resources Inc.? by the filing of its original certificate of incorporation (the ?Original Certificate of Incorporation?) with the Secretary of State of the State of Delaware

List of subsidiaries of Vine Resources Inc.

Exhibit 21.1 SUBSIDIARIES OF VINE RESOURCES INC. Name of Subsidiary Jurisdiction of Organization Vine Resources Holdings LLC Delaware Vine Oil & Gas LP Delaware Vine Oil & Gas GP LLC Delaware Vine Management Services LLC Delaware

Amendment to Employment Agreement, dated as of March 3, 2017, with Eric D. Marsh.

Exhibit 10.29 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) dated as of March 3, 2017, shall amend that certain Employment Agreement (the ?Employment Agreement?), dated May 28, 2014, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (?Vine GP?), and Eric Marsh (?Executive?). Capitalized terms used but not defined herein shall h

Third Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated March 10, 2011.

EXHIBIT 10.20 THIRD AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS THIRD AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?Third Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (?Gatherer?) effective this 10th day of March, 2011 (the ?Effective Date?). Gatherer and

Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated April 29, 2010.

EXHIBIT 10.17 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. GAS GATHERING AND TREATING AGREEMENT BETWEEN SWEPI LP AND CENTERPOINT ENERGY FIELD SERVICES,

Fifth Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated September 1, 2011.

EXHIBIT 10.22 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FIFTH AMENDMENT TO GAS GATHERIN

Letter Agreement Regarding Chatman Compressor on the Olympia Gathering System, by and between Enable Midstream Partners, LP and Vine Oil & Gas LP, dated as of August 8, 2016.

EXHIBIT 10.25 P.O. Box 24300, LS450 Oklahoma City, OK 73124 T (405) 525-7788 August 8, 2016 Vine Oil & Gas, LP Attn: Eric Marsh President and CEO 5800 Granite Parkway Suite 550 Plano, Texas 75024 Re: Letter Agreement Regarding Chatman Compressor Station on the Olympia Gathering System Dear Sir: This letter agreement (this ?Letter Agreement?) is made by and between Enable Midstream Partners, LP (fo

First Amendment to Term Loan C Credit Facility, dated January 6, 2015, by and among the Company, Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral Agent and the banks, financial institutions and other lending institutions thereto.

Exhibit 10.7 EXECUTION VERSION FIRST AMENDMENT TO TERM LOAN C CREDIT AGREEMENT This FIRST AMENDMENT TO TERM LOAN C CREDIT AGREEMENT, dated as of January 6, 2015 (this ?Agreement?), among VINE OIL & GAS, LP (the ?Borrower?), the Guarantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent and each Lender party hereto. PRELIMINARY STATEMENTS Reference is

Form of Amended and Restated Bylaws of Vine Resources Inc.

Exhibit 3.4 FORM OF AMENDED AND RESTATED BYLAWS OF VINE RESOURCES INC. ARTICLE I Offices Section 1.01 Registered Office. The registered office and registered agent of Vine Resources Inc. (the ?Corporation?) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the Uni

First Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated January 1, 2010.

EXHIBIT 10.12 FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?First Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, INC. (?Gatherer?) effective this 1st day of January, 2010. Background Gatherer and Shipper are parties to that certain Gas Gathering and Treating Agreement dated

Consent of Director Nominee.

Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Vine Resources Inc. (the ?Company?) is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering (?IPO?) of its Class A common stock. In connection with the IPO, I hereby consent, pursuant to Rule 438 of the Secur

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2017 (Post-Exchange SEC Pricing).

Exhibit 99.3 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com February 24, 2017 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties ?Revised? Estimate of Reserves and Revenues Henry Hub Strip Pricing

Form of Vine Resources Inc. Long-Term Incentive Plan.

Exhibit 10.9 FORM OF VINE RESOURCES INC. 2017 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Vine Resources Inc. 2017 Long-Term Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Participants cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen

Form of Common Stock Certificate.

Exhibit 4.1 VRI Vine Resources Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF $0.01 PAR VALUE OF VINE RESOURCES INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney up

Form of Amended and Restated Limited Liability Company Agreement of Vine Resources Holdings LLC.

Exhibit 4.4 FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VINE RESOURCES HOLDINGS LLC a Delaware limited liability company Dated as of [ ], 2017 THE MEMBERSHIP INTERESTS REFERENCED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND THEIR OFFER AND SALE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AME

Form of Exchange Agreement.

Exhibit 10.32 FORM OF EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?), dated as of [ ], 2017 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Resources Inc., a Delaware corporation (?Issuer?), Vine Resources Holdings LLC, a Delaware limited liability company (?Vine Holdings?) and Vine Investment LLC, a Delaware limited liability company (?Vine Investm

Seventh Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated September 1, 2011.

EXHIBIT 10.24 SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?Seventh Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (?Gatherer?) effective this 1st day of September, 2011. Background Gatherer and Shi

Fifth Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated September 1, 2011.

EXHIBIT 10.16 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FIFTH AMENDMENT TO GAS GATHERIN

W.D. Von Gonten & Co. Summary of Reserves at December 31, 2016 (SEC Pricing).

Exhibit 99.2 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com January 25, 2017 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? January 1,

Form of Master Reorganization Agreement.

Exhibit 4.5 FORM OF MASTER REORGANIZATION AGREEMENT This Master Reorganization Agreement (this ?Agreement?), dated as of [ ], 2017, is entered into by and among Vine Oil & Gas Holdings LLC (?Blackstone?), each of the individuals listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas LP (?Vine LP?) prior to the execution of this Agreement (the ?Management M

First Amendment to Term Loan B Credit Facility, dated January 6, 2015, by and among the Company, Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral Agent and the banks, financial institutions and other lending institutions party thereto.

Exhibit 10.5 Execution Version FIRST AMENDMENT TO TERM LOAN B CREDIT AGREEMENT This FIRST AMENDMENT TO TERM LOAN B CREDIT AGREEMENT, dated as of January 6, 2015 (this ?Agreement?), among VINE OIL & GAS, LP (the ?Borrower?), the Guarantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent and each Lender party hereto. PRELIMINARY STATEMENTS Reference is

Term Loan B Credit Facility, dated November 25, 2014, by and among the Company, Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral Agent and the banks, financial institutions and other lending institutions from time to time party thereto, as amended.

Exhibit 10.4 EXECUTION VERSION TERM LOAN B CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, and HSBC SECURITIES (USA) INC., MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE SECURITIES (USA) LLC, SG AMERICAS SECURITIES, BL

Fourth Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated September 1, 2011.

EXHIBIT 10.21 FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?Fourth Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (?Gatherer?) effective this 1st day of September, 2011. Background Gatherer and Shippe

RBL Credit Facility, dated as of November 25, 2014, by and among the Company, HSBC Bank USA, National Association, as Administrative Agent, Collateral Agent, Swingline Lender and as Issuing Bank and the banks, financial institutions and other lending institutions from time to time party thereto, as amended.

Exhibit 10.2 EXECUTION VERSION CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, and HSBC BANK USA, NATIONAL ASSOCIATION, MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE SECURITIES (USA)

Second Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated November 29, 2010.

EXHIBIT 10.19 SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?Second Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to Centerpoint Energy Field Services, Inc. (?Gatherer?) effective the 29th day of November, 2010. Gatherer and Shipper are partie

Form of Stockholders’ Agreement.

Exhibit 4.2 FORM OF STOCKHOLDERS? AGREEMENT DATED AS OF [ ], 2017 AMONG VINE RESOURCES INC. AND THE OTHER PARTIES HERETO Table of Contents STOCKHOLDERS? AGREEMENT 1 ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 ARTICLE II CORPORATE GOVERNANCE MATTERS 4 2.1 Election of Directors. 4 ARTICLE III INFORMATION 5 3.1 Books and Records; Access 5 3.2 Certain Reports 6 3.3 Disclosu

Employment Agreement, dated as of January 5, 2015, with John C. Regan.

Exhibit 10.30 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of January 5, 2015 (the ?Effective Date?), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the ?Company?), and John Regan (the ?Executive?). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms

Definitive Agreement for the Division of Operatorship for Blacksmith—Magnolia Area of Mutual Interest, by and between Encana Oil & Gas (USA) Inc. and SWEPI LP, dated November 1, 2012.

Exhibit 10.26 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. DEFINITIVE AGREEMENT FOR THE DIVISION OF OPERATORSHIP FOR BLACKSMITH ? MAGNOLIA AREA OF MUTU

First Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated September 21, 2010.

EXHIBIT 10.18 FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?First Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, INC. (?Gatherer?) effective this 21st day of September, 2010. Gatherer and Shipper are parties to that certain Gas Gathering and Treating Agreement dated April 2

Third Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated March 10, 2011.

EXHIBIT 10.14 THIRD AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS THIRD AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?Third Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (?Gatherer?) effective this 10th day of March, 2011 (the ?Effective Date?). Gatherer and

Second Amendment to Gas Gathering and Treating Agreement between SWEPI LP and Centerpoint Energy Field Services, Inc., dated April 13, 2010.

EXHIBIT 10.13 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS SECOND AMENDMENT TO GAS GATHER

Gas Gathering and Treating Agreement between Encana Oil & Gas (USA) Inc. and Centerpoint Energy Field Services, Inc., dated September 1, 2009.

EXHIBIT 10.11 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. GAS GATHERING AND TREATING AGREEMENT BETWEEN ENCANA OIL & GAS (USA) INC. AND CENTERPOINT ENE

Superpriority Facility, dated as of February 7, 2017, by and among the Company, HSBC Bank USA, National Association, as Administrative Agent, Swingline Lender and as Issuing Bank and the banks, financial institutions and other lending institutions from time to time party thereto, as amended.

EXHIBIT 10.1 INCREMENTAL AGREEMENT This INCREMENTAL AGREEMENT (this ?Agreement?) dated as of February 7, 2017, is among Vine Oil & Gas LP, a Delaware limited partnership (the ?Borrower?), the Superpriority Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent for the Lenders, as Issuing Bank and Swingline Lender (e

Form of Tax Receivable Agreement.

Exhibit 10.27 FORM OF TAX RECEIVABLE AGREEMENT between VINE RESOURCES INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 8 Section 2.1 Basis Adjustment 8 Section 2.2 Tax Benefit Schedule 9 Section 2.3 Procedures, Amendments 9 ARTICLE III TAX BENEFIT PAYMENTS 10 Sec

First Amendment to RBL Credit Facility, dated as of January 6, 2015, by and among the Company, HSBC Bank USA, National Association, as Administrative Agent, Collateral Agent, Swingline Lender and the banks, financial institutions and other lending institutions party thereto.

Exhibit 10.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) dated as of January 6, 2015, is among Vine Oil & Gas LP, a Delaware limited partnership (the ?Borrower?), the Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent for the Lenders. PRELI

Certificate of Incorporation of Vine Resources Inc.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VINE RESOURCES INC. FIRST: The name of the corporation is Vine Resources Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is 200 Bellevue Parkway, Suite 210, Wilmington, New Castle County, Delaware 19809. The name of its registered agent at such address is Intertrust Corporate Services Delaware

FORM OF REGISTRATION RIGHTS AGREEMENT

EX-4.3 Exhibit 4.3 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [ ], 2017, by and among Vine Resources Inc., a Delaware corporation (the “Company”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”) and Vine Investment II LLC, a Delaw

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT VINE RESOURCES HOLDINGS LLC a Delaware limited liability company Dated as of [ ], 2017

EX-4.4 Exhibit 4.4 FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VINE RESOURCES HOLDINGS LLC a Delaware limited liability company Dated as of [ ], 2017 THE MEMBERSHIP INTERESTS REFERENCED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND THEIR OFFER AND SALE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

EMPLOYMENT AGREEMENT

EX-10 12 filename12.htm Exhibit 10.28 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2014 (the “Effective Date”), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the “Company”), and Eric Marsh (the “Executive”). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreemen

EMPLOYMENT AGREEMENT

Exhibit 10.30 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of January 5, 2015 (the ?Effective Date?), by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (the ?Company?), and John Regan (the ?Executive?). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms

FORM OF STOCKHOLDERS? AGREEMENT DATED AS OF [ ], 2017 VINE RESOURCES INC. THE OTHER PARTIES HERETO Table of Contents STOCKHOLDERS? AGREEMENT 1 ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 ARTICLE II CORPORATE GOVERNANCE MAT

Exhibit 4.2 FORM OF STOCKHOLDERS? AGREEMENT DATED AS OF [ ], 2017 AMONG VINE RESOURCES INC. AND THE OTHER PARTIES HERETO Table of Contents STOCKHOLDERS? AGREEMENT 1 ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 ARTICLE II CORPORATE GOVERNANCE MATTERS 4 2.1 Election of Directors. 4 ARTICLE III INFORMATION 5 3.1 Books and Records; Access 5 3.2 Certain Reports 6 3.3 Disclosu

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.29 Exhibit 10.29 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of March 3, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated May 28, 2014, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and Eric Marsh (“Executive”). Capitalized terms used but not defined herei

January 29, 2016

Exhibit 99.1 W.D.Von Gonten&Co. Petroleum Engineering 808 Travis, Suite 1200 Houston, Texas 77002 t: 713.224.6333 f: 713.224.6330 www.wdvgco.com January 29, 2016 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pricing Case ?As of? Ja

January 25, 2017

EX-99 19 filename19.htm Exhibit 99.2 W.D.Von Gonten&Co. Petroleum Engineering | 10496 Old Katy Road, Suite 200 Houston, Texas 77043 | r: 713.224.6333 www.wdvgco.com January 25, 2017 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties Estimate of Reserves and Revenues SEC Pri

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VINE RESOURCES INC.

Exhibit 3.3 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VINE RESOURCES INC. The present name of the corporation is Vine Resources Inc. (the ?Corporation?). The Corporation was incorporated under the name ?Vine Resources Inc.? by the filing of its original certificate of incorporation (the ?Original Certificate of Incorporation?) with the Secretary of State of the State of Delaware

As confidentially submitted with the Securities and Exchange Commission on March 27, 2017.

Table of Contents As confidentially submitted with the Securities and Exchange Commission on March 27, 2017.

FORM OF INDEMNIFICATION AGREEMENT

EX-10.8 Exhibit 10.8 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of [ ], 2017, (this “Agreement”) and is between Vine Resources Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors o

FORM OF EXCHANGE AGREEMENT

EX-10.32 Exhibit 10.32 FORM OF EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2017 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Resources Inc., a Delaware corporation (“Issuer”), Vine Resources Holdings LLC, a Delaware limited liability company (“Vine Holdings”) and Vine Investment LLC, a Delaware limited liability company (“Vin

FORM OF VINE RESOURCES INC. 2017 LONG-TERM INCENTIVE PLAN ARTICLE I

EX-10.9 Exhibit 10.9 FORM OF VINE RESOURCES INC. 2017 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Vine Resources Inc. 2017 Long-Term Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Participants cash and stock-based incentives in order to attract, retain and reward such individuals and st

February 24, 2017

Exhibit 99.3 W.D.Von Gonten&Co. Petroleum Engineering 10496 Old Katy Road, Suite 200 Houston, Texas 77043 t: 713.224.6333 www.wdvgco.com February 24, 2017 Mr. Eric Marsh Chief Executive Officer Vine Oil & Gas LP. 5800 Granite Parkway, Suite 480 Plano, Texas 75024 Re: Vine Oil & Gas LP. Haynesville and Mid-Bossier Shale Properties ?Revised? Estimate of Reserves and Revenues Henry Hub Strip Pricing

FORM OF MASTER REORGANIZATION AGREEMENT

EX-4.5 Exhibit 4.5 FORM OF MASTER REORGANIZATION AGREEMENT This Master Reorganization Agreement (this “Agreement”), dated as of [ ], 2017, is entered into by and among Vine Oil & Gas Holdings LLC (“Blackstone”), each of the individuals listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas LP (“Vine LP”) prior to the execution of this Agreement (the “Manag

Vine Resources Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP

EX-4.1 Exhibit 4.1 VRI Vine Resources Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF $0.01 PAR VALUE OF VINE RESOURCES INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized atto

FORM OF TAX RECEIVABLE AGREEMENT VINE RESOURCES INC. THE PERSONS NAMED HEREIN Dated as of [ ], 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 8 Section 2.1 Basis

EX-10.27 Exhibit 10.27 FORM OF TAX RECEIVABLE AGREEMENT between VINE RESOURCES INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 8 Section 2.1 Basis Adjustment 8 Section 2.2 Tax Benefit Schedule 9 Section 2.3 Procedures, Amendments 9 ARTICLE III TAX BENEFIT PAYMEN

SUBSIDIARIES OF VINE RESOURCES INC. Name of Subsidiary Jurisdiction of Organization Vine Resources Holdings LLC Delaware Vine Oil & Gas LP Delaware Vine Oil & Gas GP LLC Delaware Vine Management Services LLC Delaware

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF VINE RESOURCES INC. Name of Subsidiary Jurisdiction of Organization Vine Resources Holdings LLC Delaware Vine Oil & Gas LP Delaware Vine Oil & Gas GP LLC Delaware Vine Management Services LLC Delaware

FORM OF AMENDED AND RESTATED VINE RESOURCES INC. ARTICLE I

Exhibit 3.4 FORM OF AMENDED AND RESTATED BYLAWS OF VINE RESOURCES INC. ARTICLE I Offices Section 1.01 Registered Office. The registered office and registered agent of Vine Resources Inc. (the ?Corporation?) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the Uni

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.31 Exhibit 10.31 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) effective January 6, 2017, shall amend that certain Employment Agreement (the “Employment Agreement”), dated January 5, 2015, by and between Vine Oil & Gas GP LLC, a Delaware limited liability company (“Vine GP”), and John Regan (“Executive”). Capitalized terms used but not defined he

As confidentially submitted with the Securities and Exchange Commission on February 27, 2017

Table of Contents As confidentially submitted with the Securities and Exchange Commission on February 27, 2017 Registration No.

TERM LOAN C CREDIT AGREEMENT Dated as of November 25, 2014 VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, HSBC SECURITIES (U

EX-10.6 Exhibit 10.6 EXECUTION VERSION TERM LOAN C CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, and HSBC SECURITIES (USA) INC., MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE SECURITIES (USA) LLC, SG AMERICAS SECURI

CERTIFICATE OF INCORPORATION VINE RESOURCES INC.

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VINE RESOURCES INC. FIRST: The name of the corporation is Vine Resources Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 200 Bellevue Parkway, Suite 210, Wilmington, New Castle County, Delaware 19809. The name of its registered agent at such address is Intertrust Corporate Services D

TERM LOAN B CREDIT AGREEMENT Dated as of November 25, 2014 VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, HSBC SECURITIES (U

Exhibit 10.4 EXECUTION VERSION TERM LOAN B CREDIT AGREEMENT Dated as of November 25, 2014 among VINE OIL & GAS, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, and HSBC SECURITIES (USA) INC., MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE SECURITIES (USA) LLC, SG AMERICAS SECURITIES, BL

GAS GATHERING AND TREATING AGREEMENT SWEPI LP CENTERPOINT ENERGY FIELD SERVICES, INC. DATED APRIL 29, 2010 TABLE OF CONTENTS Page SECTION 1. SCOPE OF AGREEMENT AND GENERAL TERMS AND CONDITIONS 1 SECTION 2. TERM AND TERMINATION 1 2.1 Term 1 2.2 Termin

EXHIBIT 10.17 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. GAS GATHERING AND TREATING AGREEMENT BETWEEN SWEPI LP AND CENTERPOINT ENERGY FIELD SERVICES,

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) dated as of January 6, 2015, is among Vine Oil & Gas LP, a Delaware limited partnership (the ?Borrower?), the Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent for the Lenders. PRELI

BYLAWS VINE RESOURCES INC. A Delaware Corporation Date of Adoption: December 30, 2016 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2.

EX-3.2 Exhibit 3.2 BYLAWS OF VINE RESOURCES INC. A Delaware Corporation Date of Adoption: December 30, 2016 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Section 5. Record Date 2 Section 6

FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT

EXHIBIT 10.15 FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?Fourth Amendment?) is made by and between SWEPT LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by co version to CenterPoint Energy Field Services, Inc. (?Gatherer?) effective this 1st day of September, 2011. Background Gatherer and Shippe

FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT

EXHIBIT 10.18 FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FIRST AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?First Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, INC. (?Gatherer?) effective this 21st day of September, 2010. Gatherer and Shipper are parties to that certain Gas Gathering and Treating Agreement dated April 2

FIRST AMENDMENT TO TERM LOAN B CREDIT AGREEMENT

Exhibit 10.5 Execution Version FIRST AMENDMENT TO TERM LOAN B CREDIT AGREEMENT This FIRST AMENDMENT TO TERM LOAN B CREDIT AGREEMENT, dated as of January 6, 2015 (this ?Agreement?), among VINE OIL & GAS, LP (the ?Borrower?), the Guarantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent and each Lender party hereto. PRELIMINARY STATEMENTS Reference is

SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT

EX-10 13 filename13.htm EXHIBIT 10.13 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. SECOND AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS SECOND

FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT

EX-10.16 EXHIBIT 10.16 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. FIFTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FIFTH AMENDMENT TO GAS

FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT

EX-10.21 EXHIBIT 10.21 FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS FOURTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this “Fourth Amendment”) is made by and between SWEPI LP (“Shipper”) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (“Gatherer”) effective this 1st day of September, 2011. Background Gatherer a

DEFINITIVE AGREEMENT FOR THE DIVISION OF OPERATORSHIP BLACKSMITH ? MAGNOLIA AREA OF MUTUAL INTEREST

Exhibit 10.26 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. DEFINITIVE AGREEMENT FOR THE DIVISION OF OPERATORSHIP FOR BLACKSMITH ? MAGNOLIA AREA OF MUTU

2

EXHIBIT 10.25 P.O. Box 24300, LS450 Oklahoma City, OK 73124 T (405) 525-7788 August 8, 2016 Vine Oil & Gas, LP Attn: Eric Marsh President and CEO 5800 Granite Parkway Suite 550 Plano, Texas 75024 Re: Letter Agreement Regarding Chatman Compressor Station on the Olympia Gathering System Dear Sir: This letter agreement (this ?Letter Agreement?) is made by and between Enable Midstream Partners, LP (fo

INCREMENTAL AGREEMENT

EX-10.1 EXHIBIT 10.1 INCREMENTAL AGREEMENT This INCREMENTAL AGREEMENT (this “Agreement”) dated as of February 7, 2017, is among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Superpriority Lenders under the Credit Agreement described below that are party hereto and HSBC Bank USA, National Association, as Administrative Agent for the Lenders, as Issuing Bank and Swingline L

SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT

EXHIBIT 10.24 SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT THIS SEVENTH AMENDMENT TO GAS GATHERING AND TREATING AGREEMENT (this ?Seventh Amendment?) is made by and between SWEPI LP (?Shipper?) and CENTERPOINT ENERGY FIELD SERVICES, LLC, successor by conversion to CenterPoint Energy Field Services, Inc. (?Gatherer?) effective this 1st day of September, 2011. Background Gatherer and Shi

GAS GATHERING AND TREATING AGREEMENT ENCANA OIL & GAS (USA) INC. CENTERPOINT ENERGY FIELD SERVICES, INC. DATED SEPTEMBER 1, 2009 TABLE OF CONTENTS Page SECTION 1. SCOPE OF AGREEMENT AND GENERAL TERMS AND CONDITIONS 1 SECTION 2. TERM AND TERMINATION 1

EX-10 11 filename11.htm EXHIBIT 10.11 Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. GAS GATHERING AND TREATING AGREEMENT BETWEEN ENCANA OIL & GAS (USA)