Magnolia Oil & Gas Corp (Form: S-8, Received: 10/05/2018 17:05:38)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on October 5, 2018

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MAGNOLIA OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		81-5365682
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1001 Fannin, Suite 400

Houston, Texas 77002

(Address of principal executive offices, including zip code)

MAGNOLIA OIL & GAS CORPORATION LONG TERM INCENTIVE PLAN

(Full title of the plan)

Christopher Stavros

Chief Financial Officer

1001 Fannin, Suite 400

Houston, Texas 77002

Telephone: 713-842-9050

(Name, address and telephone number of agent for service)

Copies to:

Douglas E. McWilliams

Sarah K. Morgan

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, Texas 77002

(713) 758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Class A common stock, $0.0001 par value per share	11,800,000	$14.93	$176,174,000	$21,353

(1)

The Registration Statement (as defined below) registers 11,800,000 shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Magnolia Oil & Gas Corporation (the “Registrant”) that may be delivered with respect to awards under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (as amended from time to time, the “Plan”), all of which are shares of Common Stock reserved and available for delivery with respect to awards under the Plan.

(2)

Pursuant to Rule 416(a) under the Securities Act, the Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the Plan.

(3)

The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock have been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act based upon the average of the high and low prices for a share of Common Stock as reported on the New York Stock Exchange on October 3, 2018.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will provide all participants in the Plan with the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with Rule 428(a)(2) of the Securities Act, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Form S-8 registration statement (the “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference into the Registration Statement the following documents:

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 14, 2018;

The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018, filed with the Commission on May 14, 2018, and June 30, 2018, filed with the Commission on August 14, 2018;

The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on July 2, 2018, as amended or supplemented;

The Registrant’s Current Reports on Form 8-K filed with the Commission on March 20, 2018 (Items 1.01, 3.02, 8.01 and 9.01), July 10, 2018 (Item 8.01), July 17, 2018 (Item 5.07), July 17, 2018 (Item 8.01), August 6, 2018 (Items 1.01, 1.02, 2.01, 2.03, 3.02, 3.03, 5.01, 5.02 and 9.01), August 14, 2018 (Items 8.01 and 9.01), August 16, 2018 (Items 8.01 and 9.01) and August 21, 2018 (Item 3.02) and on Form 8-K/A filed with the Commission on March 20, 2018 (Items 1.01 and 9.01) and August 6, 2018 (Items 5.03, 5.06 and 9.01); and

The description of the Common Stock included in the Registrant’s Form 8-A (File No. 001-38083), filed with the Commission on May 3, 2017, including any amendment or report filed for the purpose of updating, changing or otherwise modifying such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the DGCL, as amended, authorizes us to indemnify any director or officer under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably incurred in

connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a person is a party by reason of being one of our directors or officers if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions.

Our Second Amended and Restated Charter provides that our officers and directors are indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our Second Amended and Restated Charter provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

Our bylaws permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. In addition, we have entered into indemnification agreements with each of our officers and directors. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits to the Registration Statement are listed in the Exhibit Index to the Registration Statement, which precedes such exhibits and is incorporated herein by reference.

Item 9. Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX


Exhibit Number		Description

4.1		Second Amended and Restated Certificate of Incorporation of TPG Pace Energy Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-38083) filed with the Commission on August 6, 2018).

4.2		Bylaws of TPG Pace Energy Holdings Corp. (incorporated by reference to Exhibit 3.3 to the Registrant’s Form S-1 (File No. 333-217338) filed with the Commission on April 17, 2017).

4.3		Indenture, dated as of July 31, 2018, by and among Magnolia Oil & Gas Operating LLC, Magnolia Oil & Gas Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-38083) filed with the SEC on August 6, 2018).

4.4		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217338), filed with the Commission on April 17, 2017).

4.5		Registration Rights Agreement, dated as of July 31, 2018, by and among Magnolia Oil & Gas Corporation, EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-2A,L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-C, L.P., TPG Pace Energy Sponsor, LLC, Arcilia Acosta, Edward Djerejian, Chad Leat and Dan F. Smith (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-38083) filed with the Commission on August 6, 2018).

4.6		Stockholder Agreement, dated as of July 31, 2018, by and among Magnolia Oil & Gas Corporation, EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-2A,L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-C, L.P. and TPG Pace Energy Sponsor, LLC (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-38083) filed with the Commission on August 6, 2018).

4.7		Magnolia Oil & Gas Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 001-38083) filed with the Commission on August 6, 2018).

4.8*		Form of Standard Restricted Stock Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan.

4.9*		Form of Non-Standard Restricted Stock Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan.

4.10*		Form of Non-Employee Director Restricted Stock Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan.

4.11*		Form of Standard Performance Share Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan.

4.12*		Form of Non-Standard Performance Share Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan.

5.1*		Opinion of Vinson & Elkins L.L.P.

23.1*		Consent of KPMG LLP.

23.2*		Consent of Deloitte & Touche LLP.

23.3*		Consent of Deloitte & Touche LLP.

23.4*		Consent of Weaver & Tidwell, L.L.P.

23.5*		Consent of PricewaterhouseCoopers LLP.

23.6*		Consent of RSM US LLP.

23.7*		Consent of RSM US LLP.

23.8*		Consent of RSM US LLP.

23.9*		Consent of Cawley, Gillespie and Associates, Inc.

23.10*		Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to the Registration Statement).

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

99.1		Reserve Report, dated April 5, 2018 (incorporated by reference to Annex L of the definitive proxy statement filed with the Commission on July 2, 2018).

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on October 5, 2018.


MAGNOLIA OIL & GAS CORPORATION

/s/ Stephen Chazen
Name:		Stephen Chazen
Title:		President and Chief Executive Officer

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints Stephen Chazen, Christopher Stavros, and Timothy D. Yang, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registration Statement has been signed by the following persons in the capacities indicated on October 5, 2018.


Name		Title

/s/ Stephen Chazen Stephen Chazen		Chief Executive Officer and Director (Principal Executive Officer)

/s/ Christopher Stavros Christopher Stavros		Executive Vice President – Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Arcilia Acosta Arcilia Acosta		Director

/s/ Edward Djerejian Edward Djerejian		Director

/s/ Michael MacDougall Michael MacDougall		Director

/s/ Dan F. Smith Dan F. Smith		Director

/s/ James R. Larson James R. Larson		Director

/s/ John B. Walker John B. Walker		Director

/s/ Angela Busch Angela Busch		Director

Exhibit 4.8

MAGNOLIA OIL & GAS CORPORATION

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the “ Plan ”), Magnolia Oil & Gas Corporation (the “ Company ”) hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (“ RSUs ”) set forth below in this Restricted Stock Unit Grant Notice (this “ Grant Notice ”). This award of RSUs (this “ Award ”) is subject to the terms and conditions set forth herein, in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “ Agreement ”) and the Plan attached hereto as Exhibit B , each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.



Participant:

Date of Grant:

Total Number of Restricted Stock Units:		(“ *Grant Date Number of RSUs* ”)

Vesting Commencement Date:		(“ *Vesting Commencement Date* ”)

Vesting Schedule:		Subject to the terms and conditions of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest according to the following schedule: except as provided below, so long as you remain continuously employed or engaged by the Company or an Affiliate, as applicable, from the Date of Grant through each such vesting date. In the event of the termination of your employment or service by the Company without Cause or your resignation for Good Reason within 12 months following a Change in Control, the RSUs will vest in full. In the event of a Change in Control pursuant to which the successor company or a parent or subsidiary thereof does not assume the RSUs, then so long as you have remained continuously employed by or have continued to provide services to the Company or an Affiliate, as applicable, from the Date of Grant through the date of such Change in Control, the RSUs will vest in full upon such Change in Control.

“ Cause ” means (i) if the Participant is a party to an employment or service agreement with the Company and such agreement includes a definition of “cause,” the definition contained therein; or (ii) if no such agreement exists, or if such agreement does not define “cause” or a similar term, (a) the Participant’s material breach of this Agreement or any other written agreement between the Participant and the Company or an Affiliate or the Participant’s breach of any policy or code of conduct established by the Company or an Affiliate and applicable to the Participant; (b) the commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of the Participant; (c) the commission by the Participant of, or conviction or indictment of the Participant for, or plea of nolo contendere by the Participant to, any felony (or state law equivalent) or any crime involving moral turpitude; or (d) the Participant’s willful failure or refusal, other than due to disability, to perform the Participant’s obligations pursuant to this Agreement or any employment agreement with the Company or an Affiliate, as applicable, or to follow any lawful directive from the Company or any Affiliate, as determined by the Company; provided, however, that if the Participant’s actions or omissions as set forth in this clause (d) are of such a nature that the Company determines they are curable by the Participant, such actions or omissions must remain uncured 30 days after the Company has provided the Participant written notice of the obligation to cure such actions or omissions.

“ Good Reason ” means the Participant’s resignation within 90 days after any of the following events, unless the Participant consents to the applicable event: (i) a material decrease in the Participant’s base salary, other than a reduction in annual base salary of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives of the Company; (ii) a material decrease in (a) the Participant’s then-current title or position, or (b) authority or areas of responsibility as are commensurate with the Participant’s then-current title or position; (iii) a relocation of the Participant’s principal work location to a location more than 50 miles from the Participant’s then-current principal location of employment; or (iv) a material breach by the Company or any Affiliate of this Agreement or any material agreement between the Participant, the Company or any Affiliate. Notwithstanding the foregoing, any assertion by the Participant of a termination for Good Reason will not be effective unless and until the Participant has: (x) provided the Company or any Affiliate, within 60 days of the Participant’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such Good Reason event; and (y) provided the Company or any of its subsidiaries with an opportunity to cure the same within 30 days after the receipt of such notice.

By clicking to accept, you agree to be bound by the terms and conditions of the Agreement, the Plan and this Grant Notice. You acknowledge that you have reviewed in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice.

In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by applicable law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, account statements, annual and quarterly reports and all other forms of communications) in connection with this Award. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent to all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents.

You acknowledge and agree that clicking to accept this Award constitutes your electronic signature and is intended to have the same force and effect as your manual signature.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, effective for all purposes as provided above.


MAGNOLIA OIL & GAS CORPORATION



By:


Title:


Name:

S IGNATURE P AGE

R ESTRICTED S TOCK U NIT G RANT N OTICE

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “ Agreement ”) is made as of the Date of Grant set forth in the Grant Notice (the “ Date of Grant ”) by and between Magnolia Oil & Gas Corporation, a Delaware corporation (the “ Company ”), and (the “ Participant ”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1. Award . For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in such notice, this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent vested, each RSU represents the right to receive one share of Stock, subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice, the Participant will have no right to receive any Stock or other payments in respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company.

2. Vesting of RSUs .

(a) The RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with such vesting schedule, the Participant will have no right to receive any dividends or other distributions with respect to the RSUs. Except in the event of a qualifying termination of employment as set forth in the Grant Notice, in the event of the termination of the Participant’s employment prior to the vesting of all of the RSUs, all unvested RSUs (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice. Notwithstanding the foregoing, in the event of a termination of the Participant’s employment for Cause, (i) all unvested RSUs and (ii) all RSUs that have vested but have not been settled in accordance with Section 4 (including all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice. For the avoidance of doubt, in the event the Participant is or becomes a member of the Board, the Participant will be considered to have remained continuously employed or engaged by the Company or an Affiliate following the termination of the Participant’s employment with the Company or Affiliate so long as the Participant is a member of the Board as of the date of such termination.

(b) Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 2 and any written employment agreement entered into by and between the Participant and the Company or an Affiliate, as applicable, the terms of such employment agreement shall control.

A-1

3. Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled or forfeited as of such record date, the Company shall record the amount of such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of the number of shares of Stock related to the portion of the Participant’s RSUs that have not been settled or forfeited as of such record date. Such account shall constitute an unfunded account and neither this Section 3 nor any action taken pursuant to or in accordance with this Section 3 shall be construed to create a trust of any kind. Any Dividend Equivalent will be subject to the same vesting schedule as the RSU to which it relates and will be paid to the Participant in cash on the date that the RSU to which it relates is settled in accordance with Section 4. Any Dividend Equivalent that relates to an RSU that (a) does not become vested or (b) becomes a vested and is subsequently forfeited (including all rights arising from such Dividend Equivalent and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice at the same time the RSU is forfeited. No interest will accrue on the Dividend Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.

4. Settlement of RSUs . RSUs that have vested pursuant to Section 2 shall be settled no later than 60 days following such vesting date. Pursuant to this Section 4, the Company shall deliver to the Participant a number of shares of Stock equal to the number of RSUs that become vested as of such vesting date. All shares of Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. In the event the Participant would otherwise become vested in a fractional portion of an RSU (a “ Fractional RSU ”) based on the vesting terms set forth in Section 2 , the Fractional RSU shall instead remain unvested until the final vesting date provided in the Grant Notice; provided, however , that if the Participant would otherwise vest in a subsequent Fractional RSU prior to the final vesting date for the RSUs and such Fractional RSU taken together with a previous Fractional RSU that remained unvested would equal a whole RSU, then such Fractional RSUs shall vest to the extent they equal a whole RSU. Upon such final vesting date, the value of any Fractional RSUs shall be rounded up to the nearest whole RSU.

5. Tax Withholding . To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements include the delivery of cash or cash equivalents or, if permitted by the Committee in its sole discretion, Stock, other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Stock, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be determined by the Committee and subject to any applicable Company policy that may be in effect from time to time, without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives for tax advice or an assessment of such tax consequences.

A-2

6. Non-Transferability . None of the RSUs, the Dividend Equivalents or any interest or right therein may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the RSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect against the Company and its Affiliates, except to the extent that such disposition is expressly permitted by the preceding sentence.

7. Compliance with Applicable Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock hereunder will be subject to compliance with all requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued, (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act or (c) the Company has attained from any regulatory body having jurisdiction the requisite authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Stock hereunder. As a condition to any issuance of Stock hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance.

8. Rights as a Stockholder . The Participant shall have no rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Participant has become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.

9. Execution of Receipts and Releases . Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested RSUs.

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10. No Right to Continued Employment or Awards . Nothing in the adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment at any time. The grant of the RSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future.

11. Agreement to Furnish Information . The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

12. Entire Agreement; Amendment . This Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby; provided , however , that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan.

13. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

14. Successors and Assigns . The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

15. Clawback . Notwithstanding any provision in this Agreement, the Grant Notice or the Plan to the contrary, to the extent required by (a) applicable law and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.

16. Severability . If a court of competent jurisdiction determines that any provision of this Agreement (or any portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of such provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

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17. Section 409A . Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of the Nonqualified Deferred Compensation Rules and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. The Participant’s employment shall terminate on the date that he or she experiences a “separation from service” as defined under the Nonqualified Deferred Compensation Rules.

[Remainder of Page Intentionally Blank]

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EXHIBIT B

MAGNOLIA OIL & GAS CORPORATION LONG TERM INCENTIVE PLAN

[SEE ATTACHED]

B-1

Exhibit 4.9

MAGNOLIA OIL & GAS CORPORATION

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE


Participant:		___________________________

Date of Grant:		_________

Total Number of Restricted Stock Units:		_________ (“ *Grant Date Number of RSUs* ”)

Vesting Commencement Date:		_________ (“ *Vesting Commencement Date* ”)

Vesting Schedule:		Subject to the terms and conditions of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest according to the following schedule: except as provided below, so long as you remain continuously employed or engaged by the Company or an Affiliate, as applicable, from the Date of Grant through each such vesting date. In the event of the termination of your employment or service by the Company without Cause or your resignation for Good Reason within 12 months following a Change in Control, the RSUs will vest in full. In the event of a Change in Control pursuant to which the successor company or a parent or subsidiary thereof does not assume the RSUs, then so long as you have remained continuously employed by or have continued to provide services to the Company or an Affiliate, as applicable, from the Date of Grant through the date of such Change in Control, the RSUs will vest in full upon such Change in Control.

You acknowledge and agree that clicking to accept this Award constitutes your electronic signature and is intended to have the same force and effect as your manual signature.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, effective for all purposes as provided above.


MAGNOLIA OIL & GAS CORPORATION



By:
Title:
Name:

S IGNATURE P AGE

R ESTRICTED S TOCK U NIT G RANT N OTICE

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

2. Vesting of RSUs .

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3. Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled or forfeited as of such record date, the Company shall record the amount of such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of the number of shares of Stock related to the portion of the Participant’s RSUs that have not been settled or forfeited as of such record date. Such account shall constitute an unfunded account and neither this Section 3 nor any action taken pursuant to or in accordance with this Section 3 shall be construed to create a trust of any kind. Any Dividend Equivalent will be subject to the same vesting schedule as the RSU to which it relates and will be paid to the Participant in cash on the date that the RSU to which it relates is settled in accordance with Section 4. Any Dividend Equivalent that relates to an RSU that (a) does not become vested or (b) becomes vested and is subsequently forfeited (including all rights arising from such Dividend Equivalent and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice at the same time the RSU is forfeited. No interest will accrue on the Dividend Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.

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advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives for tax advice or an assessment of such tax consequences.

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13. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

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[Remainder of Page Intentionally Blank]

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EXHIBIT B

MAGNOLIA OIL & GAS CORPORATION LONG TERM INCENTIVE PLAN

[SEE ATTACHED]

B-1

Exhibit 4.10

MAGNOLIA OIL & GAS CORPORATION

LONG TERM INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the “ Plan ”), Magnolia Oil & Gas Corporation (the “ Company ”) hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (“ RSUs ”) set forth below in this Restricted Stock Unit Grant Notice (this “ Grant Notice ”). This award of RSUs (this “ Award ”) is subject to the terms and conditions set forth herein, in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “ Agreement ”), the Plan attached hereto as Exhibit B and the Initial Grant Settlement Election Form, attached as Exhibit C (the “ Settlement Election Form ”), each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.


Participant:

Date of Grant:

Total Number of Restricted Stock Units:

Vesting Commencement Date:		(“ *Vesting Commencement Date* ”)

Vesting Schedule:		Subject to the terms and conditions of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest on so long as you remain a director or service provider to the Company or an Affiliate, as applicable, from the Date of Grant through the vesting date. In the event that in connection with or following a Change in Control, you no longer serve as a director or a service provider to the Company, the RSUs will vest upon such termination. Notwithstanding the foregoing, in accordance with of Section 7(b) the Plan, you may elect to defer settlement of the RSUs until you are no longer a director or service provider to the Company or an Affiliate or a Change in Control. Any deferral election must be made in compliance with such rules and procedures as the Committee deems advisable.

Settlement Event		Stock will become issuable and Dividend Equivalents payable on the date elected by you on a timely submitted Settlement Election Form or, if no such form is timely submitted by you, then on the date of vesting of the RSUs (such date or event, a “ *Settlement Event* ”), absent a provision in the Agreement or the Plan to the contrary, Stock and Dividend Equivalents with respect to vested RSUs will be delivered to you no later than 60 days following the applicable Settlement Event.

You acknowledge and agree that clicking to accept this Award constitutes your electronic signature and is intended to have the same force and effect as your manual signature.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, effective for all purposes as provided above.


MAGNOLIA OIL & GAS CORPORATION



By:
Title:
Name:

S IGNATURE P AGE

R ESTRICTED S TOCK U NIT G RANT N OTICE

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

2. Vesting of RSUs .

(b) Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 2 and any written agreement entered into by and between the Participant and the Company or an Affiliate, as applicable, the terms of such agreement shall control.

3. Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled or forfeited as of such date, the Company shall record the amount of such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of the number of shares of Stock related to the portion of the Participant’s RSUs that have not been settled or forfeited as of such record date. Such account shall constitute an unfunded account and neither this Section 3 nor any action taken pursuant to or in accordance with this Section 3 shall be construed to create a trust of any kind. Any Dividend Equivalent will be subject to the same vesting schedule as the RSU to which it relates and will be paid to the Participant in cash on the date that the RSU to which it relates is settled in accordance with Section 4. Any Dividend Equivalent that relates to a RSU that (a) does not become vested or (b) becomes vested and is subsequently forfeited (including all rights arising from such Dividend Equivalent and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice at the same time the RSU is forfeited. No interest will accrue on the Dividend Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.

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4. Settlement of RSUs . No shares of Stock shall be issued to the Participant prior to the Settlement Event, as set forth in the Notice of Grant. After the Settlement Event, but in no event later than 60 days after such Settlement Event, and upon receipt by the Company of any required tax withholding amounts, the Company shall deliver to the Participant a number of shares of Stock equal to the number of RSUs that have become vested as of such Settlement Date. All shares of Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion.

5. Non-Transferability . None of the RSUs, the Dividend Equivalents or any interest or right therein may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the RSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect against the Company and its Affiliates, except to the extent that such disposition is expressly permitted by the preceding sentence.

6. Compliance with Applicable Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock hereunder will be subject to compliance with all requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued, (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act or (c) the Company has attained from any regulatory body having jurisdiction the requisite authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Stock hereunder. As a condition to any issuance of Stock hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance.

7. Rights as a Stockholder . The Participant shall have no rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Participant has become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.

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8. Execution of Receipts and Releases . Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested RSUs.

9. No Right of Continued Board Service or to Awards . Nothing in the adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued service with the Board or the board of directors of any Affiliates. Nothing in the Plan or in this Agreement shall affect any right which the Company or any of its Affiliates may have to terminate the Board service of the Participant. The grant of the RSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future.

10. Agreement to Furnish Information . The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

11. Entire Agreement; Amendment . This Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby; provided , however , that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any service, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan.

12. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

13. Successors and Assigns . The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

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14. Clawback . Notwithstanding any provision in this Agreement, the Grant Notice or the Plan to the contrary, to the extent required by (a) applicable law and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.

15. Severability . If a court of competent jurisdiction determines that any provision of this Agreement (or any portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of such provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

16. Section 409A . Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to comply with or be exempt from the applicable requirements of the Nonqualified Deferred Compensation Rules and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. The Participant’s service shall terminate on the date that he or she experiences a “separation from service” as defined under the Nonqualified Deferred Compensation Rules.

[Remainder of Page Intentionally Blank]

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EXHIBIT B

MAGNOLIA OIL & GAS CORPORATION LONG TERM INCENTIVE PLAN

[SEE ATTACHED]

B-1

EXHIBIT C

MAGNOLIA OIL & GAS CORPORATION

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT

INITIAL GRANT SETTLEMENT ELECTION FORM

Please complete this Initial Grant Settlement Election Form (this “ Form ”) and return a signed copy to . Any capitalized terms used but not defined in this Form shall have the meaning set forth in the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the “ Plan ”), the Restricted Stock Unit Agreement (the “ Agreement ”), or the applicable Grant Notice (the “ Grant Notice ”).

Name:

NOTE: This Form relates to your award of RSUs (the “ Award ”). You are eligible to participate in the non-qualified deferred compensation plan (within the meaning of the Nonqualified Deferred Compensation Rules) pursuant to which you may defer the settlement of RSUs. If you wish to defer the settlement of the entire Award, you must return this Form no later than . If you do not wish to make a deferral election, no action is required on your part and the Award will be settled at the time specified in your Agreement and Grant Notice.

1. Settlement of RSUs

Irrespective of your election below, the RSUs will continue to be subject to the terms of the Plan, the Agreement, and the Grant Notice for the Award in addition to this Form. In order to defer the settlement of the Award you must sign this form and return it to Magnolia Oil & Gas Corporation (the “ Company ”).

Recognizing that such election is contingent in all respects upon the prior vesting of the Award, I hereby irrevocably elect to receive the Stock and any Dividend Equivalents issuable pursuant to the Award upon the earliest to occur of (i) a Change in Control (as defined in the Plan) or (ii) my “separation from service” within the meaning of the Nonqualified Deferred Compensation Rules (as defined in the Plan and subject to any limitations described in my Grant Notice or Agreement)

2. Signature

I understand that my right to settlement of the Stock and Dividend Equivalents pursuant to the Agreement and Grant Notice is subject to the rights of the creditors of the Company in the event of the Company’s insolvency. I further understand that this Form will be effective upon the Date of Grant of the Award and, once effective, shall be irrevocable .

By executing this Form, I hereby acknowledge my understanding of and agreement with the terms and provisions set forth in this Form, the Plan, the Agreement, and the Grant Notice.

C-1

DIRECTOR

Date:

C-2

Exhibit 4.11

MAGNOLIA OIL & GAS CORPORATION

LONG TERM INCENTIVE PLAN

PERFORMANCE SHARE UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Magnolia Oil and Gas Corporation Long Term Incentive Plan, as amended from time to time (the “ Plan ”), Magnolia Oil & Gas Corporation (the “ Company ”) hereby grants to the individual listed below (“ you ” or the “ Participant ”) the number of Performance Share Units (“ PSUs ”) set forth below in this Performance Share Unit Grant Notice (this “ Grant Notice ”). This award of PSUs (this “ Award ”) is subject to the terms and conditions set forth herein, in the Performance Share Unit Agreement attached hereto as Exhibit A (the “ Agreement ”), the Performance Share Unit Vesting Criteria and Methodology attached hereto as Exhibit B and the Plan attached hereto as Exhibit C , each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.



Participant:

Date of Grant:

Grant Date Number of Performance Share Units:		(“ *Grant Date Number of PSUs* ”)

Vesting Commencement Date:		(“ *Vesting Commencement Date”* )

Vesting Schedule:		Subject to the terms and conditions of the Agreement, the Plan and the other terms and conditions set forth herein, a portion of the Grant Date Number of PSUs are eligible to vest and become earned, and Stock may become issuable with respect to the PSUs based on achievement of the performance criteria set forth in Exhibit B . PSUs actually earned upon satisfaction of the foregoing requirements are referred to herein as the “ *Earned PSUs* .” The period over which the Company’s performance will be measured for purposes of applying the methodology set forth in Exhibit B shall be from to (the “ *Performance Period* ”). Except as described below, in order to be eligible to receive any Earned PSUs, the performance goals as set forth in Exhibit B must be satisfied, and you must remain employed by or continue to provide services to the Company or an Affiliate, as applicable, from the Date of Grant through the date on which the PSUs are settled in accordance with Section 4 of the Agreement following .



		In the event of the termination of your employment or service by the Company or an Affiliate other than as described below, at any time prior to the date on which the PSUs are settled in accordance with Section 4 of the Agreement following , all PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice.

Treatment upon a Change in Control		Upon a Change in Control, the PSUs will cease to be subject to the performance goals set forth in Exhibit B and a number of PSUs equal to the greater of (i) the Grant Date Number of PSUs earned upon achievement of the Target Level or (ii) the percentage of the Grant Date Number of PSUs that are deemed to have been earned upon such Change in Control based on actual performance as of the date of such Change in Control, as determined by the Committee (the “ *Frozen PSUs* ”) will remaining outstanding and, except as provided below in the “Vesting upon Certain Terminations following a Change in Control” section of this Grant Notice, the Frozen PSUs shall vest subject to your continued employment or service through . Notwithstanding the foregoing, in the event of a Change in Control pursuant to which the successor company or a parent or subsidiary thereof does not assume the PSUs (a “ *Change in Control Vesting Event* ”), then so long as you have remained continuously employed by or have continued to provide services to the Company or an Affiliate, as applicable, from the Date of Grant through the date of such Change in Control, the Frozen PSUs will become Earned PSUs upon such Change in Control and will be settled in accordance with Section 4 of the Agreement within 60 days thereafter.

Vesting upon Certain Terminations following a Change in Control		In the event of the termination of your employment or service by the Company or an Affiliate without Cause (as defined below) or upon your resignation for Good Reason (as defined below), in each case, within 12 months following a Change in Control (a “ *Change in Control Termination* ”), the Frozen PSUs will become Earned PSUs as of the date of such Change in Control Termination and will be settled in accordance with Section 4 of the Agreement within 60 days thereafter.

Vesting upon Certain Terminations on or after		In the event of the termination of your employment or service by the Company or an Affiliate without Cause or your resignation for Good Reason on or after (a “ *Qualifying Termination* ”), you shall be eligible to earn a pro-



		rata portion of the PSUs equal to: (i) the number of complete months that have elapsed between the Vesting Commencement Date and the date of such Qualifying Termination divided by ; multiplied by (ii) the percentage of the Grant Date Number of PSUs that have been earned based on actual performance as of the date of such Qualifying Termination, as determined by the Committee. The date of a Change in Control Vesting Event, Change in Control Termination or Qualifying Termination is referred to herein as an “ *Early Vesting Event* .”

“ Cause ” means (i) if the Participant is a party to an employment or service agreement with the Company and such agreement includes a definition of “cause,” the definition contained therein; or (ii) if no such agreement exists, or if such agreement does not define “cause” or a similar term, (a) the Participant’s material breach of this Agreement or any other written agreement between the Participant and the Company or an Affiliate or the Participant’s breach of any policy or code of conduct established by the Company or an Affiliate and applicable to the Participant; (b) the commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of the Participant; (c) the commission by the Participant of, or conviction or indictment of the Participant for, or plea of nolo contendere by the Participant to, any felony (or state law equivalent) or any crime involving moral turpitude; or (d) the Participant’s willful failure or refusal, other than due to disability, to perform the Participant’s obligations pursuant to this Agreement or any employment agreement with the Company or an Affiliate, as applicable, or to follow any lawful directive from the Company or any Affiliate, as determined by the Company; provided , however , that if the Participant’s actions or omissions as set forth in this clause (d) are of such a nature that the Company determines they are curable by the Participant, such actions or omissions must remain uncured 30 days after the Company has provided the Participant written notice of the obligation to cure such actions or omissions.

You acknowledge and agree that clicking to accept this Award constitutes your electronic signature and is intended to have the same force and effect as your manual signature.

[Remainder of Page Intentionally Blank;

Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, effective for all purposes as provided above.


MAGNOLIA OIL & GAS CORPORATION

By:
Title:
Name:

S IGNATURE P AGE

P ERFORMANCE S HARE U NIT G RANT N OTICE

EXHIBIT A

PERFORMANCE SHARE UNIT AGREEMENT

This Performance Share Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “ Agreement ”) is made as of the Date of Grant set forth in the Grant Notice (the “ Date of Grant ”) by and between Magnolia Oil & Gas Corporation, a Delaware corporation (the “ Company ”), and (the “ Participant ”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1. Award . For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the Grant Date Number of PSUs set forth in the Grant Notice on the terms and conditions set forth in such notice, this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. The PSUs are Other Stock-Based Awards granted pursuant to Section 6(h) of the Plan. To the extent earned, each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan; provided, however, that, depending on the level of performance attained with respect to the applicable performance criteria, the number of shares of Stock that may be earned hereunder in respect of this Award may range from 0% to 150% of the Grant Date Number of PSUs. Unless and until the PSUs have become Earned PSUs in the manner set forth in the Grant Notice, the Participant will have no right to receive any Stock or other payments in respect of the PSUs. Prior to settlement of this Award, the PSUs and this Award represent an unsecured obligation of the Company.

2. Vesting of PSUs .

(a) The PSUs shall vest and become Earned PSUs in accordance with the vesting schedule and based on the level of performance attainment with respect to the applicable performance criteria set forth in the Grant Notice, which shall be determined by the Committee in its sole discretion. Any PSUs that do not become Earned PSUs on or, if earlier, upon an Early Vesting Event (including all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice. Notwithstanding the foregoing, in the event of a termination of the Participant’s employment for Cause, (i) all PSUs that have not become Earned PSUs and (ii) all PSUs that have become Earned PSUs but have not been settled in accordance with Section 4 (including all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice. For the avoidance of doubt, in the event the Participant is or becomes a member of the Board, the Participant will be considered to have remained continuously employed or engaged by the Company or an Affiliate following the termination of the Participant’s employment with the Company or an Affiliate so long as the Participant is a member of the Board as of the date of such termination.

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3. Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Participant holds PSUs granted pursuant to this Agreement that have not been settled or forfeited as of such record date, the Company shall record the amount of such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of one share of Stock multiplied by the number of PSUs that have not been settled or forfeited as of such date. Such account shall constitute an unfunded account and neither this Section 3 nor any action taken pursuant to or in accordance with this Section 3 shall be construed to create a trust of any kind. Any Dividend Equivalent will be subject to the same vesting schedule as the PSU to which it relates and will be paid to the Participant in cash on the date that the PSU to which it relates is settled in accordance with Section 4 . Any Dividend Equivalent that relates to a PSU that (a) does not become an Earned PSU or (b) becomes an Earned PSU and is subsequently forfeited (including all rights arising from such Dividend Equivalent and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice at the same time the related PSU is forfeited. No interest will accrue on the Dividend Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.

4. Settlement of PSUs . PSUs that have become Earned PSUs as of shall be settled no later than 60 days following such anniversary date; provided , however , that, upon an Early Vesting Event, the PSUs that have become Earned PSUs as of the date of such Early Vesting Event shall be settled within 60 days following such Early Vesting Event. The Company shall vestsettle each Earned PSU, or fraction thereof, by delivering to the Participant one share of Stock. All shares of Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion..

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6. Non-Transferability . None of the PSUs, the Dividend Equivalents or any interest or right therein may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the PSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the PSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect against the Company and its Affiliates, except to the extent that such disposition is expressly permitted by the preceding sentence.

9. Execution of Receipts and Releases . Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided , however , that any review period under such release will not modify the date of settlement with respect to Earned PSUs.

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10. No Right to Continued Employment or Awards . Nothing in the adoption of the Plan, nor the award of the PSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment at any time. The grant of the PSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future.

12. Entire Agreement; Amendment . This Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the PSUs granted hereby; provided , however , that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan.

13. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

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its Affiliates make no representations that the PSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. The Participant’s employment shall terminate on the date that he or she experiences a “separation from service” as defined under the Nonqualified Deferred Compensation Rules.

[Remainder of Page Intentionally Blank]

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EXHIBIT B

PERFORMANCE SHARE UNIT VESTING CRITERIA AND METHODOLOGY

[SEE ATTACHED]

B-1

EXHIBIT C

MAGNOLIA OIL & GAS CORPORATION LONG TERM INCENTIVE PLAN

[SEE ATTACHED]

C-1

Exhibit 4.12

MAGNOLIA OIL & GAS CORPORATION

LONG TERM INCENTIVE PLAN

PERFORMANCE SHARE UNIT GRANT NOTICE


Participant:

Date of Grant:

Grant Date Number of Performance Share Units:		(“ *Grant Date Number of PSUs* ”)

Vesting Commencement Date:		(“ *Vesting Commencement Date* ”)

Vesting Schedule:		Subject to the terms and conditions of the Agreement, the Plan and the other terms and conditions set forth herein, a portion of the Grant Date Number of PSUs are eligible to vest and become earned, and Stock may become issuable with respect to the PSUs based on achievement of the performance criteria set forth in Exhibit B , according to the following schedule: PSUs actually earned upon satisfaction of the foregoing requirements are referred to herein as “ *Earned PSUs* .” The period over which the Company’s performance will be measured for purposes of applying the methodology set forth in Exhibit B shall be from to (the “ *Performance Period* ”).



		Except as described below, you must remain employed by or continue to provide services to the Company or an Affiliate, as applicable, from the Date of Grant through each vesting date in order for the PSUs to become Earned PSUs. In the event of the termination of your employment or service by the Company or an Affiliate other than as described below at any time prior to , all unvested PSUs (and all rights arising from such unvested PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice.

Treatment upon a Change in Control		Upon a Change in Control, the PSUs will cease to be subject to the performance goals set forth in Exhibit B , and a number of PSUs equal to the greater of (i) the Grant Date Number of PSUs earned upon achievement of the Target Level or (ii) the percentage of the Grant Date Number of PSUs that are deemed to have been earned upon such Change in Control based on actual performance as of the date of such Change in Control, as determined by the Committee (the “ *Frozen PSUs* ”) will remaining outstanding and, except as provided below in the “Vesting upon Certain Terminations following a Change in Control” section of this Grant Notice, the Frozen PSUs shall vest subject to your continued employment or service as set forth above in the “Vesting Schedule” section of this Grant Notice. Notwithstanding the foregoing, if the number of PSUs that become Frozen PSUs upon such Change in Control is greater than the cumulative number of PSUs that have been settled in accordance with Section 4 of the Agreement as of , then so long as you have remained continuously employed by or have continued to provide services to the Company or an Affiliate, as applicable, from the Date of Grant through , an additional number of PSUs equal to: (i) the Frozen PSUs; minus (ii) the cumulative number of PSUs that have been settled in accordance with Section 4 of the Agreement as of will become Earned PSUs upon and will be settled in accordance with Section 4 of the Agreement within 60 days thereafter. Further notwithstanding the foregoing, in the event of a Change in Control pursuant to which the successor company or a parent or subsidiary thereof does not assume the PSUs (a “ *Change in Control Vesting Event* ”), then so long as you have remained


		continuously employed by or have continued to provide services to the Company or an Affiliate, as applicable, from the Date of Grant through the date of such Change in Control, the number of PSUs equal to (i) the Frozen PSUs; minus (ii) the cumulative number of PSUs that have been settled in accordance with Section 4 of the Agreement as of the date of such Change in Control will become Earned PSUs upon such Change in Control and will be settled in accordance with Section 4 of the Agreement within 60 days thereafter.

Vesting upon Certain Terminations following a Change in Control		In the event of the termination of your employment or service by the Company without Cause (as defined below) or upon your resignation for Good Reason (as defined below), in each case, within 12 months following a Change in Control (a “ *Change in Control Termination* ”), the number of PSUs equal to (i) the Frozen PSUs; minus (ii) the cumulative number of PSUs that have been settled in accordance with Section 4 of the Agreement as of such Change in Control Termination will become Earned PSUs as of the date of such Change in Control Termination and will be settled in accordance with Section 4 of the Agreement within 60 days thereafter.

Vesting upon Certain Terminations on or after -		In the event of the termination of your employment or service by the Company or an Affiliate without Cause or your resignation for Good Reason on or after (a “ *Qualifying Termination* ”), if greater than Target Level performance was achieved prior to the date of such Qualifying Termination, you will be eligible to earn an additional number of PSUs equal to: (A) (i) the number of complete months that elapsed between the Vesting Commencement Date and the date of such Qualifying Termination divided by ; multiplied by (ii) the percentage of the Grant Date Number of PSUs that have been earned based on actual performance as of the date of such Qualifying Termination as determined by the Committee; minus (B) the cumulative number of PSUs that have been settled in accordance with Section 4 of the Agreement as of the date of such Qualifying Termination. The date of a Change in Control Vesting Event, Change in Control Termination or Qualifying Termination is referred to herein as an “ *Early Vesting Event* .”

the part of the Participant; (c) the commission by the Participant of, or conviction or indictment of the Participant for, or plea of nolo contendere by the Participant to, any felony (or state law equivalent) or any crime involving moral turpitude; or (d) the Participant’s willful failure or refusal, other than due to disability, to perform the Participant’s obligations pursuant to this Agreement or any employment agreement with the Company or an Affiliate, as applicable, or to follow any lawful directive from the Company or any Affiliate, as determined by the Company; provided , however , that if the Participant’s actions or omissions as set forth in this clause (d) are of such a nature that the Company determines they are curable by the Participant, such actions or omissions must remain uncured 30 days after the Company has provided the Participant written notice of the obligation to cure such actions or omissions.

You acknowledge and agree that clicking to accept this Award constitutes your electronic signature and is intended to have the same force and effect as your manual signature.

[Remainder of Page Intentionally Blank;

Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, effective for all purposes as provided above.


MAGNOLIA OIL & GAS CORPORATION

By:
Title:
Name:

S IGNATURE P AGE

P ERFORMANCE S HARE U NIT G RANT N OTICE

EXHIBIT A

PERFORMANCE SHARE UNIT AGREEMENT

1. Award . For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the Grant Date Number of PSUs set forth in the Grant Notice on the terms and conditions set forth in such notice, this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. The PSUs are Other Stock-Based Awards granted pursuant to Section 6(h) of the Plan. To the extent earned, each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan; provided , however , that, depending on the level of performance attained with respect to the applicable performance criteria, the number of shares of Stock that may be earned hereunder in respect of this Award may range from 0% to 150% of the Grant Date Number of PSUs. Unless and until the PSUs have become Earned PSUs in the manner set forth in the Grant Notice, the Participant will have no right to receive any Stock or other payments in respect of the PSUs. Prior to settlement of this Award, the PSUs and this Award represent an unsecured obligation of the Company.

2. Vesting of PSUs .

(a) The PSUs shall vest and become Earned PSUs in accordance with the vesting schedule and based on the level of performance attainment with respect to the applicable performance criteria set forth in the Grant Notice, which shall be determined by the Committee in its sole discretion. Any PSUs that do not become Earned PSUs on or, if earlier, upon the termination of the Participant’s employment or an Early Vesting Event (including all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice. Notwithstanding the foregoing, in the event of a termination of the Participant’s employment for Cause, (i) all PSUs that have not become Earned PSUs and (ii) all PSUs that have become Earned PSUs but have not been settled in accordance with Section 4 (including all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice. For the avoidance of doubt, in the event the Participant is or becomes a member of the Board, the Participant will be considered to have remained continuously employed or engaged by the Company or an Affiliate following the termination of the Participant’s employment with the Company or an Affiliate so long as the Participant is a member of the Board as of the date of such termination.

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3. Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Participant holds PSUs granted pursuant to this Agreement that have not been settled or forfeited as of such record date, the Company shall record the amount of such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of one share of Stock multiplied by the number of PSUs that have not been settled or forfeited as of such date. Such account shall constitute an unfunded account and neither this Section 3 nor any action taken pursuant to or in accordance with this Section 3 shall be construed to create a trust of any kind. Any Dividend Equivalent will be subject to the same vesting schedule as the PSU to which it relates and will be paid to the Participant in cash on the date that the PSU to which it relates is settled in accordance with Section 4 . Any Dividend Equivalent that relates to a PSU that (a) does not become an Earned PSU or (b) becomes an Earned PSU and is subsequently forfeited (including all rights arising from such Dividend Equivalent and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice at the same time the related PSU is forfeited. No interest will accrue on the Dividend Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.

4. Settlement of PSUs . PSUs that become Earned PSUs during a calendar year shall be settled on or before March 15 of the year following such calendar year; provided , however , that all PSUs that become Earned PSUs upon an Early Vesting Event, any other termination of the Participant’s employment (other than a termination for Cause) or shall be settled within 60 days following such Early Vesting Event, termination of employment or anniversary date. The Company shall settle each Earned PSU by delivering to the Participant one share of Stock. All shares of Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. In the event the Participant would otherwise become vested in a fractional portion of a PSU (a “ Fractional PSU ”) based on the vesting terms set forth in Section 2 , the Fractional PSU shall instead remain unvested until ; provided , however , that if the Participant would otherwise vest in a subsequent Fractional PSU prior to for the PSUs and such Fractional PSU taken together with a previous Fractional PSU that remained unvested would equal a whole PSU, then such Fractional PSUs shall vest to the extent they equal a whole PSU. Upon or, if earlier, an Early Vesting Event or other termination of the Participant’s employment (other than a termination for Cause), the value of any Fractional PSUs shall be rounded up to the nearest whole PSU.

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Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Stock, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be determined by the Committee and subject to any applicable Company policy that may be in effect from time to time, without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives for tax advice or an assessment of such tax consequences.

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9. Execution of Receipts and Releases . Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided , however , that any review period under such release will not modify the date of settlement with respect to Earned PSUs.

12. Entire Agreement; Amendment . This Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the PSUs granted hereby; provided , however , that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan.

13. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

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17. Section 409A . Notwithstanding anything herein or in the Plan to the contrary, the PSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of the Nonqualified Deferred Compensation Rules and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the PSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. The Participant’s employment shall terminate on the date that he or she experiences a “separation from service” as defined under the Nonqualified Deferred Compensation Rules.

[Remainder of Page Intentionally Blank]

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EXHIBIT B

PERFORMANCE SHARE UNIT VESTING CRITERIA AND METHODOLOGY

[SEE ATTACHED]

B-1

EXHIBIT C

MAGNOLIA OIL & GAS CORPORATION LONG TERM INCENTIVE PLAN

[SEE ATTACHED]

C-1


		Exhibit 5.1

October 5, 2018

Magnolia Oil & Gas Corporation

1001 Fannin, Suite 400

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for Magnolia Oil & Gas Corporation, a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 11,800,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on October 5, 2018, which Shares may be issued from time to time in accordance with the terms of the Magnolia Oil & Gas Corporation Long Term Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

Vinson & Elkins LLP Attorneys at Law

Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York

Palo Alto Richmond Riyadh San Francisco Taipei Tokyo Washington

1001 Fannin Street, Suite 2500

Houston, TX 77002-6760

Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com


		Page 2

This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins LLP

__________________________________

Vinson & Elkins LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Magnolia Oil & Gas Corporation:

We consent to the use of our report dated February 14, 2018 on the financial statements of TPG Pace Energy Holdings Corp. incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Fort Worth, Texas

October 5, 2018

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Magnolia Oil & Gas Corporation of our report dated June 27, 2018 relating to the combined financial statements of the Karnes County Business as of December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 and for the period from September 30, 2015 (date of inception) to December 31, 2015 (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to the allocations of certain costs in the combined financial statements), incorporated by reference in the Current Report on Form 8-K of Magnolia Oil & Gas Corporation filed on August 6, 2018.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

October 5, 2018

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Magnolia Oil & Gas Corporation of our report dated May 8, 2018 relating to the statements of revenue and direct operating expenses of the Giddings Assets for the years ended December 31, 2017, 2016 and 2015 (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to the manner of presentation of the revenues and direct operating expenses of the Giddings Assets), incorporated by reference in the Current Report on Form 8-K of Magnolia Oil & Gas Corporation filed on August 6, 2018.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

October 5, 2018

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Magnolia Oil & Gas Corporation of our report dated April 27, 2018, relating to the financial statements of Alta Mesa Eagle, LLC for the nine-month period ended September 30, 2015.

/s/ WEAVER AND TIDWELL, L.L.P.

Houston, Texas

October 5, 2018

Exhibit 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Magnolia Oil & Gas Corporation of our report dated August 18, 2018 relating to the statements of revenues and direct operating expenses of the properties located in the Eagle Ford Shale (the “Acquired Properties”), which appears in Magnolia Oil & Gas Corporation’s Definitive Proxy dated July 2, 2018.

/s/ PricewaterhouseCoopers LLP

Dallas, Texas

October 5, 2018

Exhibit 23.6

Consent of Independent Auditor

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Magnolia Oil and Gas Corporation of our report dated June 18, 2018 relating to the financial statements of GulfTex Energy III, LP as of April 27, 2016 and December 31, 2015 and for the period from January 1, 2016 through April 27, 2016, and for the year ended December 31, 2015, appearing in the Schedule 14A Proxy Statement filed by Magnolia Oil and Gas Corporation on July 2, 2018.

/s/ RSM US LLP

San Antonio, Texas

October 5, 2018

Exhibit 23.7

Consent of Independent Auditor

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Magnolia Oil and Gas Corporation of our report dated June 18, 2018 relating to the financial statements of GulfTex Karnes EFS, LP as of April 27, 2016 and December 31, 2015 and for the period from January 1, 2016 through April 27, 2016, and for the year ended December 31, 2015, appearing in the Schedule 14A Proxy Statement filed by Magnolia Oil and Gas Corporation on July 2, 2018.

/s/ RSM US LLP

San Antonio, Texas

October 5, 2018

Exhibit 23.8

Consent of Independent Auditor

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Magnolia Oil and Gas Corporation of our report dated May 9, 2018 relating to the statement of revenues and direct operating expenses of the certain assets of GulfTex Energy III, LP and GulfTex Energy IV, LP appearing in the Schedule 14A Proxy Statement filed by Magnolia Oil and Gas Corporation on July 2, 2018.

/s/ RSM US LLP

San Antonio, Texas

October 5, 2018

Exhibit 23.9

C AWLEY , G ILLESPIE & A SSOCIATES , I NC .

PETROLEUM CONSULTANTS


13640 BRIARWICK DRIVE, SUITE 100	306 WEST SEVENTH STREET, SUITE 302	1000 LOUISIANA STREET, SUITE 1900
AUSTIN, TEXAS 78729	FORT WORTH, TEXAS 76102-4987	HOUSTON, TEXAS 77002-5008
512-249-7000	817- 336-2461	713-651-9944
	www.cgaus.com

As independent petroleum engineers, we hereby consent to the inclusion in Magnolia Oil & Gas Corporation’s Registration Statement on Form S-8 (the “Registration Statement”), of our reserves reports of Magnolia Oil & Gas Corporation’s proved oil and natural gas reserves estimates and associated estimates of future net revenues and their present value as of December 31, 2017, included in or made a part of the Registration Statement.

CAWLEY, GILLESPIE & ASSOCIATES, INC.

Texas Registered Engineering Firm

/s/ W. Todd Brooker

W. Todd Brooker, P.E.

President

Houston, Texas

October 5, 2018