X0306 4 2019-08-06 0 0001533924 Amplify Energy Corp. AMPY 0001651532 Smiley Richard C/O AMPLIFY ENERGY CORP. 500 DALLAS STREET, SUITE 1700 0 1 0 0 Senior V.P. Operations Common Stock, par value $0.01 per share 2019-08-06 4 A 0 32108 A 32108 D Stock Option (Right to Buy) 2019-08-06 4 A 0 8895 A 2023-05-04 Common Stock 8895 8895 D Restricted Stock Units 2019-08-06 4 A 0 24446 A Common Stock 24446 24446 D Restricted Stock Units 2019-08-06 4 A 0 9330 A Common Stock 9330 9330 D Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2019 (the "Merger Agreement"), by and among Midstates Petroleum Company, Inc. ("Midstates"), Midstates Holdings, Inc., a wholly owned subsidiary of Midstates ("Merger Sub") and Amplify Energy Corp. ("Legacy Amplify"), on August 6, 2019 (the "Effective Time"), Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the merger as a wholly owned subsidiary of Midstates. Immediately after the Effective Time, Midstates changed its name to "Amplify Energy Corp." (the "Combined Company"). At the Effective Time, each share of Legacy Amplify common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.933 shares of the Combined Company, rounded up to the nearest whole share (the "Exchange Ratio"). On the trading day immediately prior to the Effective Time, the closing price of Midstates' common stock was $4.36 per share. These options were originally granted under Legacy Amplify Management Incentive Plan (the "MIP Plan") on May 4, 2017. At the Effective Time, the Combined Company assumed the MIP Plan and related award agreements and the existing options became options to purchase common stock of the Combined Company, subject to the Exchange Ratio. The stock options are currently exercisable. These restricted stock units with service-based vesting conditions ("TSUs") were originally granted under the MIP Plan and vest periodically so long as the reporting person remains employed by the Combined Company or one of its affiliates on each applicable vesting date. At the Effective Time, the Combined Company assumed the MIP Plan and related award agreements and the existing TSUs became restricted stock units of the Combined Company, subject to the Exchange Ratio. These restricted stock units with performance- and service-based vesting conditions ("PSUs") were originally granted under the MIP Plan and vest periodically so long as the reporting person remains employed by the Combined Company or one of its affiliates on each applicable vesting date. At the Effective Time, the Combined Company assumed the MIP Plan and related award agreements and the existing PSUs became restricted stock units of the Combined Company, subject to the Exchange Ratio. /s/ Eric M. Willis, Attorney-in-Fact 2019-08-06