Common use of Proxy Solicitation; Other Actions Clause in Contracts

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (c) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause the Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement, such that the Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable no later than ten Business Days after the date hereof (i) of this Agreement, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years ended December 31, 2021 2016, December 31, 2017 and 2020December 31, 2018, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 8.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, as soon as reasonably practicable after the date hereof (iA) no later than April 15, 2017, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years year ended December 31, 2021 and 2020, in each case, 2016 prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (iiB) no later than May 15, 2017, unaudited interim period financial statements of SYU as of and for PRN Group for the interim periods required by Regulation S-X ended March 31, 2015 and March 31, 2016 prepared in accordance with GAAP and Rule 3-05 of Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Statement Statement/Prospectus and (Bii) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing DateStatement/Prospectus is mailed to Acquiror’s stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form S-4, such that the Form S-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 8.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts reasonably cooperate with Parent and provide, and instruct its Representatives to provide Acquirorprovide, Parent and its Representatives as soon promptly as reasonably practicable after the date hereof (i) with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited carve-out financial statements, including combined consolidated balance sheetssheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its Subsidiaries for the years ended December 31, 2021 2021, December 31, 2020 and 2020December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) X, unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees X covering the applicable periods required to use reasonable best efforts be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to provide any additional financial information required pursuant to be included in the rules and regulations of Registration Statement. Without limiting the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with foregoing, the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably available, in each case, available during normal business hours and upon reasonable advance noticeadvanced notice to, to Acquiror Parent and its counsel Representatives in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror Parent in connection with AcquirorParent’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing Date, the The Company will give Acquiror Parent prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were made, statements therein not misleading; provided, that, if any such action shall be taken or fail fails to be taken or such development shall otherwise occur, Acquiror Parent and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were made, statements therein not misleading; provided, further, however, that no information received by Acquiror Parent pursuant to this Section 6.04 5.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such informationCompany, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion thereinDisclosure Schedule.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) and, in any event, no later than December 19, 2021, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, unitholders’ equity of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) Company as of and for the years ended December 31, 2021 2019 and December 31, 2020, audited in accordance with the standards of the Public Company Accounting Oversight Board, and unaudited interim financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company as of and for the quarters ended September 30, 2020 and September 30, 2021, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company Group or of any development regarding the CompanyCompany Group, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to promptly provide Acquiror, Acquiror with such information as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore is required to be included in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31Proxy Statement/Prospectus, 2021 and 2020including, in each casewithout limitation, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of information and for the periods information required by Regulation S-X and prepared in accordance K, including a technical report complying with GAAP and the requirements of Item 1300 of Regulation S-X. K. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement Statement/Prospectus and (B) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of any required pro forma financial statements that comply in compliance with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with Statement/Prospectus is mailed to the SEC in definitive form until the Closing DateAcquiror Stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the CompanyCompany or any of its Subsidiaries, in any such case which that is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form S-4, such that the Form S-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 6.08 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to shall use commercially reasonable best efforts to provide Acquiror, as soon promptly as reasonably practicable after the date hereof (i) audited carve-out but no later than May 15, 2022, reviewed financial statements, including combined consolidated condensed balance sheets, sheets and consolidated condensed statements of operationsincome and comprehensive income, statements of stockholder’s equity and cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) Company as of at and for the years three (3) months ended December March 31, 2021 and 2020, in each case2022, prepared in accordance with GAAP and Regulation S-X (the “Reviewed Financials”), and (iii) any other audited in accordance with or unaudited consolidated balance sheets and the standards related audited or unaudited consolidated statements of comprehensive (loss) income, stockholder’s equity and cash flows of the Public Company Accounting Oversight Board as of and for a year-to-date period ended as of the end of any other different fiscal quarter (ii) unaudited interim period financial statements of SYU and as of and for the periods same period from the previous fiscal year) or fiscal year, as applicable that is required by Regulation S-X and prepared to be included in accordance with GAAP and Regulation S-X. the Registration Statement. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers their officers, managers, representatives and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Registration Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy proxy statement contained in the Registration Statement has been filed with the SEC in definitive form until the Closing Dateis mailed to Acquiror’s stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company Company, or of any development regarding the Company, in any such case which is or becomes known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; providedand, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 7.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to shall be available to, and the Company shall use reasonable best efforts to make its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with the drafting of the Registration Statement and responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror, Acquiror as soon promptly as reasonably practicable after following the date hereof hereof, (i) audited carve-out unaudited financial statements, including combined condensed balance sheets, sheets and condensed statements of operations, statements of stockholders’ equity and cash flows, of the Company for each fiscal quarter beginning with the fiscal quarter ending June 30, 2024 and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in ending at least 45 days prior to the Santa Ynez Unit and date on which the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period auditor’s reports and consents to use such financial statements of SYU as of and for reports and the periods required by Regulation S-X and prepared Company Audited Financial Statements in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SECRegistration Statement. Without limiting the generality of the foregoing, the Company shall reasonably use reasonable best efforts to cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.03 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) no later than October 11, 2019, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years ended December 31, 2021 2018 and 2020December 31, 2017, and unaudited interim statements for the most recent quarter preceding the date of the filing of the Proxy Statement/Prospectus, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Statement Statement/Prospectus and (Bii) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing DateStatement/Prospectus is mailed to Acquiror’s stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form S-4, such that the Form S-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flowsshall be available to, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to shall be available to, and the Company shall use reasonable best efforts to make its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror, Acquiror as soon promptly as reasonably practicable after following the date hereof hereof, (i) audited carve-out financial statements, including combined consolidated balance sheetssheets as of December 31, 2021 and consolidated statements of operationsincome and comprehensive income, statements of shareholder’s equity and cash flows, of the Company and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its subsidiaries for the years ended December 31, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (ii) unaudited interim period financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU as income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning with the periods required by Regulation S-X fiscal quarter ending September 30, 2022 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees X and (iii) auditor’s reports and consents to use reasonable best efforts to provide any additional such financial information required pursuant to statements and reports in the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SECRegistration Statement. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide AcquirorSPAC, as soon as reasonably practicable after following the date hereof (i) of this Agreement, audited carve-out financial statementsstatements with an unqualified audit opinion, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, shareholders equity of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) Group Companies as of and for the years ended December 31, 2021 and 2020December 31, in each case2022, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board Board, and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and most recent quarter preceding the date of the filing of the Proxy Statement, in each case, prepared in accordance with GAAP IFRS, and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company Group Companies shall use commercially reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror SPAC and its counsel in connection with (Ai) the drafting of the Proxy Statement and (Bii) responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror SPAC in connection with Acquiror’s the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with is mailed to the SEC in definitive form until the Closing DateSPAC Shareholders, the Company will give Acquiror SPAC prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror SPAC and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement or, to the extent required by Securities Laws, a post-effective amendment to the Registration Statement, such that the Registration Statement and the Proxy Statement no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror SPAC pursuant to this Section 6.04 5.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees will provide to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after for inclusion in the date hereof (i) Registration Statement, to be filed by Acquiror hereunder, Company Group consolidated audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, redeemable preferred stock and shareholders’ deficit and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) cash flows as of and for the years ended December 31, 2021 and 20202020 (or such other periods as are required by the SEC for the purposes of the Registration Statement), together with the auditor’s reports thereon (the “Audited Financial Statements”), and the unaudited financial statements including balance sheets, statements of operations, statements of redeemable preferred stock and shareholders’ deficit and statements of cash flows as of and for the nine-month period ended September 30, 2022 (or such other periods as are required by the SEC for the purposes of the Registration Statement) (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Consolidated Financial Statements”), in each case, prepared in accordance with U.S. GAAP and Regulation S-X under the Securities Act (except (x) as otherwise noted therein to the extent permitted by Regulation S-X under the Securities Act and (y) in the case of the Unaudited Financial Statements, subject to normal and recurring year-end adjustments and the absence of notes thereto) and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. PCAOB. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by which, to the knowledge of the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees has provided or will provide to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after for inclusion in the date hereof (i) Registration Statement, to be filed by Acquiror hereunder, the audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, stockholders’ deficit and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) cash flows as of and for the years ended December 31, 2021 2020 and 20202021, and the unaudited financial statements including balance sheets, statements of operations, statements of stockholders’ deficit, and statements of cash flows as of and for the six-month period ended June 30, 2022 and, if necessary, the unaudited financial statements including balance sheets, statements of operations, statements of stockholders’ deficit, and statements of cash flows as of and for the six-month period ended June 30, 2022, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with under the standards of Securities Act (except (x) as otherwise noted therein to the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required extent permitted by Regulation S-X and prepared under the Securities Act, and, in the case of such audited financial statements, audited in accordance with GAAP PCAOB auditing standards by a PCAOB qualified auditor and Regulation S(y) in the case of the unaudited financial statements, subject to normal and recurring year-X. end adjustments and the absence of notes thereto). The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, available to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries, or of any development regarding the CompanyCompany or any of its Subsidiaries, or of any change in any information supplied by the Company for inclusion in the Registration Statement, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, or that would otherwise be required to be described in an amendment or supplement to the Registration Statement; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.6 shall operate as a waiver or otherwise affect any representation, warranty warranty, or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement supplement, or amend the Company Schedules. Notwithstanding . (c) Acquiror, on the foregoingone hand, and the Company, on the other hand, covenant that none of the information supplied or to be supplied by the Company makes or the Acquiror, as applicable, for inclusion or incorporation by reference in (i) the Registration Statement or any Form 8-A will, at the time such filing or any amendment or supplement thereto is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first filed with the SEC in definitive form or mailed or otherwise made available to the stockholders of Acquiror or at the time of the Acquiror Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and any Form 8-A will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, it being understood that no representation, warranty or covenant is made by the Acquiror with respect to any statements or omissions made in the Proxy Statement or incorporated by reference therein based on information supplied by or on behalf of Acquiror or its Affiliates the Company for inclusion or incorporation by reference therein. (d) If, prior to the Effective Time, any event occurs with respect to the Company or any of its Subsidiaries, or any change occurs with respect to other information supplied by or on behalf of the Company for inclusion in the Proxy Statement, the Registration Statement, or a Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Registration Statement, or the Form 8-A, then the Company shall promptly notify the Acquiror of such event, and the Company and the Acquiror shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Registration Statement, or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the stockholders of the Acquiror.

Proxy Solicitation; Other Actions. (a) The Company PGHL agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof following in connection with our initial filing of the Proxy Statement/Prospectus with the SEC (i) audited carve-out financial statements, including combined consolidated balance sheets, sheets and consolidated statements of operationsincome, statements of shareholders’ equity and cash flows, of Pi Jersey Holdco and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of at and for the years ended December 31, 2021 2019 and 2020December 31, 2018, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board PCAOB, and (ii) unaudited interim period financial statements, including consolidated balance sheets and consolidated statements of SYU income, shareholders’ equity and cash flows, of Pi Jersey Holdco and its Subsidiaries as of at and for the periods required by Regulation Snine-X months ended September 30, 2019 and September 30, 2020, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules PGHL shall be available to, and regulations of the SEC PGHL and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror FTAC and its counsel in connection with (Ai) the drafting of the Proxy Statement Statement/Prospectus and (Bii) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company PGHL shall reasonably cooperate with Acquiror FTAC in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing DateStatement/Prospectus is mailed to FTAC’s stockholders, the Company PGHL will give Acquiror FTAC prompt written notice of any action taken or not taken by the Company PGHL or its Subsidiaries or of any development regarding the CompanyPGHL or its Subsidiaries, in any such case which is known by the CompanyPGHL, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror FTAC and the Company PGHL shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement/Prospectus, such that the Proxy Statement Statement/Prospectus no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror FTAC pursuant to this Section 6.04 7.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the PGHL Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 7.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, as soon as reasonably practicable after the date hereof (i) no later than April 18, 2019, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years ended December 31, 2021 2018, December 31, 2017 and 2020December 31, 2016, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. Board’s standards applicable to SEC registrants. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Statement Statement/Prospectus and (Bii) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with Statement/Prospectus is mailed to the SEC in definitive form until the Closing DateAcquiror Stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form S-4, such that the Form S-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 7.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) and, in any event, no later than April 19, 2021, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) Company as of and for the years ended December 31, 2021 2019 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. Board. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company Group or of any development regarding the CompanyCompany Group, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to will use its commercially reasonable best efforts to provide Acquirorto Acquiror on or before April 30, as soon as reasonably practicable after 2023, for inclusion in the date hereof (i) Registration Statement, to be filed by Acquiror hereunder, the audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, redeemable preferred stock and shareholders deficit and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) cash flows as of and for the years ended December 31periods as are required by the SEC for the purposes of the Registration Statement), 2021 together with the auditor’s reports thereon (the “SEC Financial Statements”), and 2020the unaudited financial statements including balance sheets, statements of operations, statements of redeemable preferred stock and shareholders’ deficit and statements of cash flows as of and for such periods as are required by the SEC for the purposes of the Registration Statement) (the “Unaudited SEC Financial Statements” and, together with the SEC Financial Statements, the “Consolidated Financial Statements”), in each case, prepared in accordance with GAAP and Regulation S-X under the Securities Act (except (x) as otherwise noted therein to the extent permitted by Regulation S-X under the Securities Act and (y) in the case of the Unaudited SEC Financial Statements, subject to normal and recurring year-end adjustments and the absence of notes thereto) and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. PCAOB. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by which, to the knowledge of the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 7.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees has provided or will provide to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after for inclusion in the date hereof (i) audited carve-out financial statementsRegistration Statement, to be filed by Acquiror hereunder, the Financial Statements, including combined balance sheets, statements of operations, statements of cash flows, stockholders’ deficit and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) cash flows as of and for the years ended December 31, 2021 2022 and 2020, in each case2023, prepared in accordance with GAAP and Regulation S-X and audited in accordance with under the standards of Securities Act (except (x) as otherwise noted therein to the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required extent permitted by Regulation S-X and prepared under the Securities Act, and, in the case of such audited financial statements, audited in accordance with GAAP PCAOB auditing standards by a PCAOB qualified auditor and Regulation S(y) in the case of the unaudited financial statements, subject to normal and recurring year-X. end adjustments and the absence of notes thereto). The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, available to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries, or of any development regarding the CompanyCompany or any of its Subsidiaries, or of any change in any information supplied by the Company for inclusion in the Registration Statement, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, or that would otherwise be required to be described in an amendment or supplement to the Registration Statement; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.6 shall operate as a waiver or otherwise affect any representation, warranty warranty, or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement supplement, or amend the Company Schedules. Notwithstanding . (c) Acquiror, on the foregoingone hand, and the Company, on the other hand, covenant that none of the information supplied or to be supplied by the Company makes or the Acquiror, as applicable, for inclusion or incorporation by reference in (i) the Registration Statement or any Form 8-A will, at the time such filing or any amendment or supplement thereto is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first filed with the SEC in definitive form or mailed or otherwise made available to the stockholders of Acquiror or at the time of the Acquiror Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and any Form 8-A will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, it being understood that no representation, warranty or covenant is made by the Acquiror with respect to any statements or omissions made in the Proxy Statement or incorporated by reference therein based on information supplied by or on behalf of Acquiror or its Affiliates the Company for inclusion or incorporation by reference therein. (d) If, prior to the Effective Time, any event occurs with respect to the Company or any of its Subsidiaries, or any change occurs with respect to other information supplied by or on behalf of the Company for inclusion in the Proxy Statement, the Registration Statement, or a Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Registration Statement, or the Form 8-A, then the Company shall promptly notify the Acquiror of such event, and the Company and the Acquiror shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Registration Statement, or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the stockholders of the Acquiror.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 6.9 to be included in the Proxy Statement and (ii) to provide Acquiror, as soon as reasonably practicable after the date hereof (i) no later than March 16, 2015, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years year ended December 31, 2021 2014 as required by, and 2020, in each case, prepared in accordance compliance with GAAP and Rule 3-05 of Regulation S-X and audited in accordance with (the standards of the Public Company Accounting Oversight Board information to be provided pursuant to clauses (i) and (ii) unaudited interim period financial statements of SYU as of and for ), the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law“Required Information”). (b) . The Company shall use commercially reasonable best efforts to be available to, and the Company and its Subsidiaries shall use commercially reasonable efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Statement and (Bii) the responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which The Company shall review the Proxy Statement has been filed with and shall confirm in writing to Acquiror, as of the SEC in definitive form until the Closing Date, the Company will give Acquiror prompt written notice date of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause mailing the Proxy Statement to Acquiror’s stockholders, that the information relating to the Company contained in the Proxy Statement does not, to the knowledge of the Company, contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements made, in the light of the circumstances under which they were made, not misleading. (c) From and after the date on which the Proxy Statement is mailed to Acquiror’s stockholders, the Company will give Acquiror written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the Company or its Subsidiaries, in any such case which is known by the Company to cause the information relating to, and required to be supplied pursuant to Section 6.9(a), whether or not actually supplied, the Company contained in the Proxy Statement to be incorrect or inaccurate in any material respect; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement, Statement such that such information is no longer incorrect or inaccurate in any material respect with respect to any information concerning the Company required to be included in the Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleadingStatement; provided, further, however, that no information received by Acquiror hereto pursuant to this Section 6.04 6.9 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to provide Acquiror, SPAC as soon promptly as reasonably practicable after following the date hereof hereof, (i) audited carve-out financial statements, including combined consolidated balance sheetssheets as of December 31, 2020 and December 31, 2019 and consolidated statements of operationsincome and comprehensive income, statements of shareholder’s equity and cash flows, of the Company and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its Subsidiaries for the years ended December 31, 2021 2020 and 2020December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and PCAOB (provided, that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC), (ii) unaudited interim period financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU as income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning on or after January 1, 2021 and ending at least 45 days prior to the periods required by Regulation S-X and date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees X and (iii) auditor’s reports and consents to use reasonable best efforts to provide any additional such financial information required pursuant to statements and reports in the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) Registration Statement. The Company shall be available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror SPAC and its counsel in connection with (A) the drafting of the Registration Statement or Proxy Statement and (B) responding in a timely manner to comments on the Registration Statement or Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror SPAC in connection with Acquiror’s the preparation for inclusion in the Registration Statement or Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (c) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause the Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement, such that the Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to provide Acquiror, SPAC as soon as reasonably practicable after following the date hereof hereof, (i) audited carve-out financial statements, including combined a consolidated balance sheetssheet as of December 31, 2022 and December 31, 2021 and consolidated statements of operationsincome and comprehensive income, statements of stockholder’s equity and cash flows, of the Company and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its Subsidiaries for the years ended December 31, 2021 2022 and 2020December 31, 2021, and audited financial statements, including consolidated balance sheets and consolidated statements of income and comprehensive income, stockholder’s equity and cash flows, of the Company and its Subsidiaries for any fiscal year subsequent to December 31, 2022 that are required to be included in the Registration Statement in order for the SEC to declare the Registration Statement effective and, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and PCAOB (ii) unaudited interim period provided, that such audited financial statements of SYU as of and for the periods years ended December 31, 2022 and 2021 shall not be required by Regulation S-X to include a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC), (ii) unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of income and comprehensive income, stockholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning on or after January 1, 2023 that are required to be included in the Registration Statement in order for the SEC to declare the Registration Statement effective, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees X and (iii) auditor’s reports and consents to use reasonable best efforts to provide any additional such financial information required pursuant to statements and reports in the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) Registration Statement. The Company shall be available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror SPAC and its counsel in connection with (A) the drafting of the Registration Statement or Proxy Statement and (B) responding in a timely manner to comments on the Registration Statement or Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror SPAC in connection with Acquiror’s the preparation for inclusion in the Registration Statement or Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (c) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause the Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement, such that the Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years ended December 31, 2021 2018 and 2020December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s 's preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.​

Proxy Solicitation; Other Actions. (a) The Company agrees to shall be available to, and the Company shall use reasonable best efforts to make its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with the drafting of the Registration Statement and responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror, Acquiror as soon promptly as reasonably practicable after following the date hereof hereof, (i) audited carve-out financial statements, including combined consolidated balance sheetssheets as of December 31, 2021 and 2022 and consolidated statements of operations, statements of stockholders’ equity and cash flows, of the Company and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its Subsidiaries for the years ended December 31, 2021 and 20202022, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (ii) unaudited interim period financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU as operations, stockholders’ equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning with the periods required by Regulation S-X fiscal quarter ending March 31, 2023 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees X and (iii) auditor’s reports and consents to use reasonable best efforts to provide any additional such financial information required pursuant to statements and reports in the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SECRegistration Statement. Without limiting the generality of the foregoing, the Company shall reasonably use reasonable best efforts to cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Third Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years ended December 31, 2021 2018 and 2020December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide AcquirorSPAC, as soon as reasonably practicable after following the date hereof (i) of this Agreement, audited carve-out financial statementsstatements with an unqualified audit opinion, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) Group Companies as of and for the years ended December 31, 2021 2020 and 2020December 31, 2021, audited in accordance with the standards of the Public Company Accounting Oversight Board, and unaudited interim statements for the most recent quarter preceding the date of the filing of the Proxy Statement/Prospectus, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company Group Companies shall use commercially reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror SPAC and its counsel in connection with (Ai) the drafting of the Proxy Statement Statement/Prospectus and (Bii) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror SPAC in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing DateStatement/Prospectus is mailed to SPAC’s Stockholders, the Company will give Acquiror SPAC prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror SPAC and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form S-4, such that the Form S-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror SPAC pursuant to this Section 6.04 5.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to shall provide AcquirorAcquiror with certain financial statements, including (i) as soon promptly as reasonably practicable after the date hereof (i) audited carve-out hereof, unaudited financial statements, including combined balance sheets, consolidated statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil and gas properties located offshore the Company relating to any interim period required to be included in the Santa Ynez Unit Registration Statement pursuant to Form S-4 and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020, in each caseRegulation S-X, prepared in accordance with GAAP and Regulation S-X (the “Unaudited Interim Financial Statements”) and (ii) as promptly as practicable following December 31, 2021, audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and the audited consolidated statement of operations, statements of comprehensive loss, statements of stockholders’ equity and statements of cash flows of the Company and its Subsidiaries for the fiscal year ending December 31, 2021, together with the auditor’s reports thereon, audited in accordance with the auditing standards of the Public Company Accounting Oversight Board PCAOB (the “2021 Audited Financial Statements”); provided, that upon delivery of such Unaudited Interim Financial Statements, the representations and (ii) unaudited interim period financial statements of SYU warranties set forth in Section 4.07 with respect to the Unaudited Financial Statements shall be deemed to apply to the Unaudited Interim Financial Statements with the same force and effect as if made as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. date of this Agreement. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules or the Acquiror Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion thereinas applicable.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquirorto, as soon promptly as reasonably practicable after practicable, provide the date hereof following in connection with the AAC’s initial filing of the Form S-4 and Proxy Statement/Prospectus with the SEC: (i) audited carve-out financial statements, including combined balance sheets, consolidated statements of operationsincome, statements members’ equity and cash flows of cash flows, the Company and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its Subsidiaries for the years ended December 31, 2021 2020 and 20202019 and consolidated balance sheets as of December 31, 2020 and 2019, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board PCAOB, prepared in accordance with GAAP and Regulation S-X; and (ii) unaudited interim period financial statements statements, including a consolidated statement of SYU income, members’ equity and cash flows of the Company and its Subsidiaries for the fiscal quarters ended March 31, 2021 and 2020 and a consolidated balance sheets as of March 31, 2021 and for the periods required by Regulation S-X and 2020, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror AAC and its counsel in connection with (A) the drafting of the Form S-4 and Proxy Statement Statement/Prospectus, and (B) responding in a timely manner to comments on the Form S-4 and Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror AAC in connection with Acquiror’s the preparation for inclusion in the Form S-4 and Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing DateStatement/Prospectus is mailed to AAC Shareholders, the Company will give Acquiror AAC prompt written notice of any action taken or not taken by the Company or its Subsidiaries, or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror AAC and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement/Prospectus, such that the Proxy Statement Statement/Prospectus no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror AAC pursuant to this Section 6.04 7.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide AcquirorParent, as soon promptly as reasonably practicable after the date hereof (i) hereof, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years ended December 31, 2021 2018 and 2020December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X X, and audited in accordance with the standards of the Public Company Accounting Oversight Board PCAOB, and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. X covering the applicable periods required to be included in the Registration Statement. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance noticeadvanced notice of not less than twenty four (24) hours, to Acquiror Parent and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror Parent in connection with AcquirorParent’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with is declared effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror Parent prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were madestatements therein, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror Parent and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were madestatements therein, not misleading; provided, further, however, that no information received by Acquiror Parent pursuant to this Section 6.04 7.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules or Parent Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion thereinas applicable.

Proxy Solicitation; Other Actions. (a) The Company agrees Prior to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof of this Agreement the Company has provided to Buyer the (i) audited carve-out financial statements, including combined consolidated balance sheetssheets as of January 2, 2022, January 3, 2021 and December 29, 2019, and consolidated statements of operationsincome and comprehensive income, statements of shareholder’s equity and cash flows, of the Company and statements of changes in parent net investmentits Subsidiaries or Blue Nile and its Subsidiaries, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and applicable, for the years ended December 31January 2, 2022, January 3, 2021 and 2020December 29, 2019, in each case, prepared in accordance with GAAP and Regulation S-X under the Securities Act (as interpreted by the staff of the SEC) (“Regulation S-X”) and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board PCAOB, and (ii) any unaudited interim period financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU as income and comprehensive income, shareholder’s equity and cash flows, of the Acquired Companies required under the applicable rules and for regulations of the periods required by Regulation SSEC to be included in the Proxy Statement or the Current Report on Form 8-X and K filed in connection with the Closing, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company Acquired Companies shall use commercially reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror Buyer and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror Buyer in connection with Acquiror’s the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (c) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause the Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement, such that the Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.X.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to promptly provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out Acquiror with financial statements, including combined balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the fiscal years ended December January 31, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X and 2020 that have been audited in accordance with the standards of the Public Company Accounting Oversight Board Board’s standards applicable to SEC registrants and (ii) such other annual and unaudited interim period financial statements of SYU information as of and for is required to be included in the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. Proxy Statement/Prospectus. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement Statement/Prospectus and (B) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of any financial information, including, without limitation, any pro forma financial statements that comply in compliance with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with Statement/Prospectus is mailed to the SEC in definitive form until the Closing DateAcquiror Stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the CompanyCompany or any of its Subsidiaries, in any such case which that is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form S-4, such that the Form S-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 6.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to provide Acquirorto Acquiror not later than July 9, as soon as reasonably practicable after the date hereof 2021, (i) audited carve-out financial statements, including combined balance sheetssheets as of December 31, 2020 and December 31, 2019 and combined statements of operationsincome and comprehensive income, statements of members’ equity and cash flows, of the Company and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its Subsidiaries for the years ended December 31, 2021 2020, December 31, 2019 and 2020December 31, 2018, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board PCAOB, and (ii) unaudited interim period reviewed financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU income and comprehensive income, members’ equity and cash flows, of the Company and its Subsidiaries as of at, and for the periods required by Regulation S-X three (3) months ended, March 31, 2021 and March 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use commercially reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing Dateis mailed to Acquiror’s stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is or becomes known by the Company, that would cause the Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement, such that the Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, provided further however, that no information received by Acquiror pursuant to this Section 6.04 8.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees has provided to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after for inclusion in the Registration Statement, to be filed by Acquiror on the date hereof (i) hereof, the audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, redeemable preferred stock and stockholders’ deficit and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) cash flows as of and for the years ended December 31, 2021 2017, 2018 and 2019, and the unaudited financial statements including balance sheets, statements of operations, statements of redeemable preferred stock and stockholders’ deficit and statements of cash flows as of and for the six-month period ended June 30, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with under the standards of Securities Act (except (x) as otherwise noted therein to the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required extent permitted by Regulation S-X under the Securities Act and prepared (y) in accordance with GAAP the case of the unaudited financial statements, subject to normal and Regulation Srecurring year-X. end adjustments and the absence of notes thereto). The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by which, to the knowledge of the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 6.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to shall be available to, and the Company shall use reasonable best efforts to provide Acquirormake its officers and employees available to, as soon as reasonably practicable after the date hereof in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror as promptly as practicable following the date hereof, (i) 2022 audited carve-out financial statements, including combined consolidated balance sheetssheets as of December 31, 2021 and consolidated statements of operationsincome and comprehensive income, statements of shareholder’s equity and cash flows, of the Company and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its subsidiaries for the years ended December 31, 2022, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (ii) unaudited interim period financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU as income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning with the periods required by Regulation S-X fiscal quarter ending March 31, 2023 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees X and (iii) auditor’s reports and consents to use reasonable best efforts to provide any additional such financial information required pursuant to statements and reports in the rules and regulations of Registration Statement (together, the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law“Financial Statements”). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flowsshall be available to, and statements of changes in parent net investment, of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Registration Statement and the Proxy Statement and (B) responding in a timely manner to comments on the Registration Statement and Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Registration Statement and Proxy Statement of any required pro forma financial statements that comply in compliance with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with the SEC in definitive form until the Closing Dateis declared effective, the Company will shall give Acquiror prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the CompanyCompany or any of its Subsidiaries, in any such case which that is known by the Company, that would cause the Registration Statement or the Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statementsstatements (with respect to the Proxy Statement, in light of the circumstances under which they were made), not misleading; provided, that, provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly the Registration Statement or, to the extent required by Federal Securities Laws, a post-effective amendment to the Proxy Statement or the Registration Statement, such that the Registration Statement and the Proxy Statement would no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statementsstatements (with respect to the Proxy Statement, in light of the circumstances under which they were made), not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 7.7(b) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such informationCompany hereunder, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion thereinschedule hereto.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide AcquirorPubco and SPAC, as soon as reasonably practicable after the date hereof Original Effective Date (or after the end of each interim period in the case of the Unaudited Interim Financial Statements) (i) audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investmentstockholders equity, of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for each of the years ended December 31, 2021 and 2020December 31, 2022, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board PCAOB and containing an unqualified report of the Company’s auditors (the “PCAOB Audited Financial Statements”), and (ii) unaudited interim period financial statements, including consolidated balance sheets, statements of SYU operations, statements of cash flows and statements of stockholders equity, of the Company and its Subsidiaries as of and for each interim period required to be presented in the periods required by Regulation S-X and Registration Statement, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules X and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined reviewed in accordance with SAS 100 review procedures (the rules and regulations of the SEC and applicable Law“Unaudited Interim Financial Statements”). (b) . The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror SPAC and its counsel in connection with (A) the drafting of the Proxy Registration Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company and Pubco shall reasonably cooperate with Acquiror SPAC in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4; provided that the Company shall pay all expenses in connection with the preparation of PCAOB Audited Financial Statements and Unaudited Interim Financial Statements. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror SPAC prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror Pubco, SPAC and the Company shall reasonably cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror Pubco or SPAC pursuant to this Section 6.04 6.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding . (c) Prior to the foregoingClosing, the Company makes no representation, warranty shall cause the agreements listed on Schedule 6.06(c) to be assigned from Katmandu to the Company or covenant with respect to any statements made in a wholly-owned Subsidiary of the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion thereinCompany.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) and, in any event, no later than March 31, 2021 audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) Company as of and for the years ended December 31, 2021 2018, December 31, 2019 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. Board. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) no later than March 15, 2019, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years ended December 31, 2021 2018 and 2020December 31, 2017, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Statement Statement/Prospectus and (Bii) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing DateStatement/Prospectus is mailed to Acquiror’s stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form F-4, such that the Form F-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 8.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, Buyer as soon promptly as reasonably practicable after the date hereof (i) of this Agreement, audited carve-out financial statements, including combined consolidated balance sheetssheets as of December 31, 2020 and December 31, 2019 and consolidated statements of operationsincome and comprehensive income, statements of shareholder’s equity and cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and Acquired Companies for the years ended December 31, 2021 2020, December 31, 2019 and 2020December 31, 2018, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board PCAOB (provided, that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered immediately prior to the initial filing of the Proxy Statement with the SEC), and (ii) any unaudited interim period financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU as income and comprehensive income, shareholder’s equity and cash flows, of the Acquired Companies required under the applicable rules and for regulations of the periods required by Regulation SSEC to be included in the Proxy Statement and/or the Closing Form 8-X and K, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company Acquired Companies shall use commercially reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror Buyer and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror Buyer in connection with Acquiror’s the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing Dateis mailed to Buyer’s stockholders, the Company will give Acquiror Buyer prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is or becomes known by the Company, that would cause the Proxy Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror Buyer and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement, such that the Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror Buyer pursuant to this Section 6.04 8.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide AcquirorPubco and SPAC, as soon as reasonably practicable after the date hereof (or after the end of each interim period in the case of the Unaudited Interim Financial Statements) (i) audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investmentstockholders equity, of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for each of the years ended December 31, 2021 2019 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board PCAOB (the “PCAOB Audited Financial Statements”) and (ii) unaudited interim period financial statements, including consolidated balance sheets, statements of SYU operations, statements of cash flows and statements of stockholders equity, of the Company and its Subsidiaries as of and for each interim period required to be presented in the periods required by Regulation S-X and Registration Statement, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules X and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined reviewed in accordance with SAS 100 review procedures (the rules and regulations of the SEC and applicable Law“Unaudited Interim Financial Statements”). (b) . The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror Pubco, SPAC and its their respective counsel in connection with (A) the drafting of the Proxy Registration Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror Pubco and SPAC in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror Pubco and SPAC prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror Pubco, SPAC and the Company shall reasonably cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror Pubco or SPAC pursuant to this Section 6.04 6.07 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company BCG agrees to use commercially reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof following in connection with the initial filing of the Proxy Statement/Prospectus with the SEC: (i) audited carve-out management’s discussion and analysis of financial statements, including combined balance sheets, statements condition and results of operations, statements of cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020, in each case, operations prepared in accordance with GAAP and Item 303 of Regulation S-X and audited K with respect to the periods described in accordance with the standards of the Public Company Accounting Oversight Board and foregoing periods, (ii) the Audited 2021 Financial Statements, and (iii) any unaudited interim period financial consolidated balance sheets and the related unaudited consolidated statements of SYU as of income and for the periods required by Regulation S-X comprehensive loss, cash flows and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations stockholders’ equity of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations members of the SEC BCG Group and applicable Law). (b) The Company Variable Interest Entities that may be required to be included in the Proxy Statement/Prospectus. BCG shall be available to, and the BCG Parties shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance notice, to Acquiror Avalon and its counsel in connection with (Ax) the drafting of the Proxy Statement Statement/Prospectus and (By) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company BCG shall reasonably cooperate with Acquiror Avalon in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with Statement/Prospectus is mailed to the SEC in definitive form until the Closing DateAvalon Stockholders, the Company BCG will give Acquiror Avalon prompt written notice of any action taken or not taken by the Company BCG or its Subsidiaries or of any development regarding the CompanyBCG or its Subsidiaries, in any such case which is known by the CompanyBCG, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror Avalon and the Company BCG shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement/Prospectus, such that the Proxy Statement Statement/Prospectus no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts reasonably cooperate with Acquiror and provide, and instruct its Representatives to provide Acquirorprovide, Acquiror and its Representatives as soon promptly as reasonably practicable after the date hereof (i) with all true, correct and complete information regarding the Company that is required by Law to be included in the Registration Statement or reasonably requested by Acquiror to be included in the Registration Statement including audited carve-out financial statements, including combined consolidated balance sheetssheets of the Company and its Subsidiaries as of December 30, 2018 and December 29, 2019 and consolidated statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and its Subsidiaries for the years 52-week fiscal periods ended December 31, 2021 2017, December 30, 2018 and 2020December 29, 2019, in each case, prepared in accordance with GAAP and Regulation S-X X, and audited in accordance with the standards of the Public Company Accounting Oversight Board PCAOB, and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees X covering the applicable periods required to use reasonable best efforts to provide any additional financial information required pursuant to be included in the rules and regulations of Registration Statement. Without limiting the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with foregoing, the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm in connection with the preparation and filing of the Registration Statement, including by instructing such accounting firm to provide a customary consent to the inclusion of such accounting firm’s reports of the financial statements in the Registration Statement and to the reference of such accounting firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably available, in each case, available during normal business hours and upon reasonable advance noticeadvanced notice to, to Acquiror and its counsel Representatives in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing Date, the The Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were made, statements therein not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were made, statements therein not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) to the extent required by applicable Law, including the Exchange Act, audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) Company as of and for the years ended December 31, 2021 2018, December 31, 2019 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. Board. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (Ai) the drafting of the Proxy Registration Statement and (Bii) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 5.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, Acquiror as soon promptly as reasonably practicable after the date hereof (i) audited carve-out financial statementshereof, including combined balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020Required Financials, in each case, prepared in accordance with GAAP and Regulation S-X and accompanied by a signed audit opinion from the independent auditor auditing the applicable Required Financials and, in the case of the PCAOB Financials, audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) PCAOB. The Company shall be available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (A) the drafting of the Registration Statement and the Proxy Statement and (B) responding in a timely manner to comments on the Registration Statement and the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with is declared effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is or becomes known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror Acquiror, or any not required, pursuant to this Section 6.04 8.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to promptly provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020, in each case, prepared in accordance Acquiror with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board and (ii) such unaudited interim period financial statements of SYU information and audited financial statement information as of and for is required to be included in the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. Proxy Statement/Prospectus. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company its Subsidiaries shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement Statement/Prospectus and (B) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of any required pro forma financial statements that comply in compliance with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with the SEC in definitive form until the Closing DateStatement/Prospectus is mailed to Acquiror’s stockholders, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the CompanyCompany or any of its Subsidiaries, in any such case which that is known by the Company, that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form S-4, such that the Form S-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 6.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide AcquirorRMG II and PubCo, as soon as reasonably practicable after practicable, audited financial statements (audited to the date hereof (i) audited carve-out financial statementsstandards of the U.S. Public Company Accounting Oversight Board), including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, stockholders equity of Exxon’s interests in certain oil the Company and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) its Subsidiaries as of and for the years ended December March 31, 2019, March 31, 2020 and March 31, 2021 (the latter period if and 2020when required in accordance with the Form F-4), in each case, prepared in accordance with GAAP IFRS (and Regulation S-X not materially different than IFRS) and audited in accordance with the standards Company prepared unaudited financial statements, including unaudited consolidated balance sheets of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU its Subsidiaries as of and for December 31, 2020 as is required to be included in the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. Proxy Statement/Prospectus. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules Company and regulations of the SEC their Subsidiaries and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company Affiliates shall use reasonable best efforts to make its their officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance notice, to Acquiror RMG II and its counsel in connection with (A) the drafting of the Proxy Statement Statement/Prospectus and (B) responding in a timely manner to comments on the Proxy Statement Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror RMG II in connection with Acquiror’s the preparation for inclusion in the Proxy Statement Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Statement has been filed with Statement/Prospectus is mailed to the SEC in definitive form until the Closing DateRMG II Shareholders, the Company will give Acquiror RMG II prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the CompanyCompany or any of its Subsidiaries, in any such case which that is known by the Company, Company that would cause the Proxy Statement Statement/Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and RMG II, the Company shall cooperate fully to cause to promptly be made an amendment or supplement to be made promptly to the Proxy Statement/Prospectus or, to the extent required by Securities Laws, a post-effective amendment to the Form F-4, such that the Form F-4 and the Proxy Statement Statement/Prospectus no longer contains contain an untrue statement of a material fact or omits omit to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror RMG II pursuant to this Section 6.04 8.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as As soon as reasonably practicable after practicable, but in any case prior to the initial filing of the Registration Statement with the SEC, the Company will have provided to Holicity, for inclusion in the Registration Statement, to be filed by Holicity on the date hereof (i) hereof, the audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, stockholders’ equity (deficit) and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) cash flows as of and for the years ended December 31, 2021 2019 and 2020, together with any other financial statements of the Company that are required to be included in the Registration Statement at the time of its initial filing pursuant to applicable SEC rules, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with under the standards of Securities Act (except (x) as otherwise noted therein to the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required extent permitted by Regulation S-X under the Securities Act and prepared (y) in accordance with GAAP the case of the unaudited financial statements, subject to normal and Regulation Srecurring year-X. end adjustments and the absence of notes thereto). The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror Holicity and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror Holicity prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by which, to the knowledge of the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror Holicity and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror Holicity pursuant to this Section 6.04 6.06 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees has provided to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore for inclusion in the Santa Ynez Unit and Registration Statement, to be filed by Acquiror hereunder, the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020Financial Statements, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with under the standards of Securities Act (except (x) as otherwise noted therein to the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required extent permitted by Regulation S-X and prepared under the Securities Act, and, in the case of the Audited Financial Statements, audited in accordance with GAAP PCAOB auditing standards by a PCAOB qualified auditor and Regulation S(y) in the case of the Unaudited Financial Statements, subject to normal and recurring year-X. end adjustments and the absence of notes thereto). The Company shall be available to, and the Company shall use reasonable best efforts to make its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with responding in a timely manner to comments on the Registration Statement from the SEC. The Company further agrees to use commercially reasonable best efforts to provide any additional financial information of the Company required to be included in the Registration Statement pursuant to the rules and regulations of the SEC and other applicable Law as promptly as reasonably practicable upon Acquiror’s written request following any staleness dates or periods the date that financial information previously provided by the Company ceases to be sufficient financial information related to the Company for purposes of filing the Registration Statement (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company and Acquiror shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by which, to the knowledge of the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to shall be available to, and the Company shall use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof (i) audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, make its officers and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) as of and for the years ended December 31, 2021 and 2020employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror as promptly as practicable following the date hereof, the Audited Financial Statements, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (iiiii) unaudited interim period financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU as income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning with the periods required by Regulation S-X fiscal quarter ending March 31, 2023 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees X and (iv) auditor’s reports and consents to use reasonable best efforts to provide any additional such financial information required pursuant to statements and reports in the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SECRegistration Statement. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding . (c) Prior to the foregoingClosing, the Company makes no representationshall keep Acquiror reasonably informed of the status of the Internal Reorganization, warranty including the Company’s progress in obtaining any necessary third-party consents or covenant Regulatory Approvals, and shall reasonably consult with respect Acquiror regarding the terms of any arrangement established pursuant to any statements made in the Proxy Statement based on information supplied by or on behalf Separation Agreement. (d) The Company shall take all actions necessary to cause the Preferred Stock Conversion. (e) Subject to the terms of Acquiror or the Separation Agreement, from time to time after the Closing, without additional consideration, each party hereto shall, and shall cause its Affiliates for inclusion thereinto, execute and deliver such further instruments and take such other action as may be necessary or is reasonably requested by another party hereto to make effective the transactions contemplated by this Agreement and the Separation Agreement.

Proxy Solicitation; Other Actions. (a) The Company agrees to will use its commercially reasonable best efforts to provide to Acquiror, as soon as reasonably practicable after for inclusion in the date hereof (i) Registration Statement, to be filed by Acquiror hereunder, the audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, redeemable preferred stock and shareholders deficit and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) cash flows as of and for the years ended December 31periods as are required by the SEC for the purposes of the Registration Statement), 2021 together with the auditor’s reports thereon (the “SEC Financial Statements”), and 2020the unaudited financial statements including balance sheets, statements of operations, statements of redeemable preferred stock and shareholders’ deficit and statements of cash flows as of and for such periods as are required by the SEC for the purposes of the Registration Statement) (the “Unaudited SEC Financial Statements” and, together with the SEC Financial Statements, the “Consolidated Financial Statements”), in each case, prepared in accordance with GAAP and Regulation S-X under the Securities Act (except (x) as otherwise noted therein to the extent permitted by Regulation S-X under the Securities Act and (y) in the case of the Unaudited SEC Financial Statements, subject to normal and recurring year-end adjustments and the absence of notes thereto) and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required by Regulation S-X and prepared in accordance with GAAP and Regulation S-X. PCAOB. The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or of any development regarding the Company, in any such case which is known by which, to the knowledge of the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror pursuant to this Section 6.04 7.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as As soon as reasonably practicable after practicable, but in any case prior to the initial filing of the Registration Statement with the SEC, the Company will have provided to CBAH, for inclusion in the Registration Statement, to be filed by CBAH on the date hereof (i) hereof, the audited carve-out financial statements, including combined balance sheets, statements of operations, statements of cash flows, stockholders’ equity (deficit) and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) cash flows as of and for the years ended December 31, 2021 2019 and 2020, together with any other financial statements of the Company that are required to be included in the Registration Statement at the time of its initial filing pursuant to applicable SEC rules, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with under the standards of Securities Act (except (x) as otherwise noted therein to the Public Company Accounting Oversight Board and (ii) unaudited interim period financial statements of SYU as of and for the periods required extent permitted by Regulation S-X under the Securities Act and prepared (y) in accordance with GAAP the case of the unaudited financial statements, subject to normal and Regulation Srecurring year-X. end adjustments and the absence of notes thereto). The Company further agrees to use reasonable best efforts to provide any additional financial information required pursuant to shall be available to, and the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably availableavailable to, in each case, during normal business hours and upon reasonable advance advanced notice, to Acquiror CBAH and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror CBAH in connection with Acquiror’s the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form until the Closing DateSecurities Act, the Company will give Acquiror CBAH prompt written notice of any action taken or not taken by the Company or of any development regarding the any Acquired Company, in any such case which is known by which, to the knowledge of the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror CBAH and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, provided further, however, that no information received by Acquiror CBAH pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.

Proxy Solicitation; Other Actions. (a) The Company agrees to shall be available to, and the Company shall use reasonable best efforts to make its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to use commercially reasonable efforts to provide Acquiror, Acquiror as soon promptly as reasonably practicable after following the date hereof hereof, (i) audited carve-out financial statements, including combined consolidated balance sheets, statements of operations, statements of cash flows, and statements of changes in parent net investment, of Exxon’s interests in certain oil and gas properties located offshore in the Santa Ynez Unit and the Las Xxxxxx Canyon processing facilities (“SYU”) sheets as of and for the years ended December 31, 2021 and 2020consolidated statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its subsidiaries for the year ended December 31, 2021, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board and PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (ii) unaudited interim period financial statements, including consolidated condensed balance sheets and consolidated condensed statements of SYU as income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning on or after March 31, 2021 and ending at least 45 days prior to the periods required by Regulation S-X and date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X. The Company further agrees X and (iii) auditor’s reports and consents to use reasonable best efforts to provide any additional such financial information required pursuant to statements and reports in the rules and regulations of the SEC and applicable Law as promptly as reasonably practicable following any staleness dates or periods (as determined in accordance with the rules and regulations of the SEC and applicable Law). (b) The Company shall use reasonable best efforts to make its officers and employees reasonably available, in each case, during normal business hours and upon reasonable advance notice, to Acquiror and its counsel in connection with (A) the drafting of the Proxy Statement and (B) responding in a timely manner to comments on the Proxy Statement from the SECRegistration Statement. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Proxy Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4. (cb) From and after the date on which the Proxy Registration Statement has been filed with becomes effective under the SEC in definitive form Securities Act until the Closing Date, the Company will give Acquiror prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the CompanyCompany or its Subsidiaries, in any such case which is known by the Company, that would cause the Proxy Registration Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Registration Statement, such that the Proxy Registration Statement no longer contains an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04 6.05 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any statements made in the Proxy Statement based on information supplied by or on behalf of Acquiror or its Affiliates for inclusion therein.