Common use of TERMINATION 100 Clause in Contracts

TERMINATION 100. Section 8.1 Termination 100 Section 8.2 Notice of Termination; Effect of Termination. 102 Section 8.3 Expenses and Other Payments 102 ARTICLE IX GENERAL PROVISIONS 104 Section 9.1 Schedule Definitions 104 Section 9.2 Survival 105 Section 9.3 Notices 105 Section 9.4 Rules of Construction 106 Section 9.5 Counterparts 108 Section 9.6 Entire Agreement; No Third Party Beneficiaries 108 Section 9.7 Governing Law; Venue; Waiver of Jury Trial 108 Section 9.8 Severability 109 Section 9.9 Assignment 110 Section 9.10 Specific Performance 110 Section 9.11 Amendment 110 Section 9.12 Extension; Waiver 111 Section 9.13 Non-Recourse 111 Section 9.14 Debt Financing Sources 111 ANNEX A CERTAIN DEFINITIONS A-1 EXHIBITS Exhibit A: Form of Company Support Agreement Exhibit B: Form of Parent Support Agreement Exhibit C: Form of Registration Rights Agreement Exhibit D: Form of Seventh Amended and Restated Pacers OpCo LLC Agreement SCHEDULES Schedule I: Company Supporting Stockholders Schedule II: Parent Supporting Stockholders AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2023 (this “Agreement”), is entered into by and among Permian Resources Corporation, a Delaware corporation (“Parent”), Xxxxx Merger Sub I Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Xxxxx Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo” and, together with Parent, Merger Sub I and Merger Sub II, the “Parent Parties”), Earthstone Energy, Inc., a Delaware corporation (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Heat OpCo” and, together with the Company, the “Company Parties”).

TERMINATION 100. Section 8.1 7.01. Termination 100 Section 8.2 Notice of Termination; 7.02. Effect of Termination. Termination 102 Section 8.3 Expenses 7.03. Termination Fee 102 Article VIII Miscellaneous 103 Section 8.01. No Survival of Representations and Other Payments 102 ARTICLE IX GENERAL PROVISIONS Warranties 103 Section 8.02. Waivers and Amendment 103 Section 8.03. Assignment 104 Section 9.1 Schedule Definitions 8.04. Counterparts 104 Section 9.2 Survival 105 Section 9.3 Notices 105 Section 9.4 Rules of Construction 106 Section 9.5 Counterparts 108 Section 9.6 8.05. Entire Agreement; No Third Third-Party Beneficiaries 108 104 Section 9.7 8.06. Governing Law; Venue; Waiver of Jury Trial Jurisdiction 105 Section 8.07. Specific Enforcement 105 Section 8.08. WAIVER OF JURY TRIAL 106 Section 8.09. Notices 106 Section 8.10. Severability 107 Section 8.11. Definitions 108 Section 9.8 Severability 109 8.12. Fees and Expenses 124 Section 9.9 Assignment 110 8.13. Interpretation 124 Section 9.10 Specific Performance 110 Section 9.11 Amendment 110 Section 9.12 Extension; Waiver 111 Section 9.13 Non-Recourse 111 Section 9.14 8.14. Debt Financing Sources 111 ANNEX 125 1006030882v13 Exhibit A CERTAIN DEFINITIONS A-1 EXHIBITS Statutory Merger Agreement Exhibit A: B Form of Memorandum of Association of the Surviving Company Support Exhibit C Form of CVR Agreement Exhibit B: D Form of Parent Support Certificate of Designation Exhibit E Form of Parent Warrant Agreement Exhibit C: F Form of Upside Right Exhibit G Form of Investor Rights Agreement Exhibit H Form of Registration Rights Agreement Exhibit D: I Form of Seventh Amended and Restated Pacers OpCo LLC Waiver Agreement SCHEDULES Schedule I: Company Supporting Stockholders 5.21 Parent Board Schedule II: Parent Supporting Stockholders 6.01(b) Governmental Approvals Schedule 8.11(a) Independent Shareholder Representatives Schedule 8.11(b) Original SRC Members 1006030882v13 This AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2023 (this “Agreement”) dated as of August 6, 2020, among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), is entered into by and among Permian Resources CorporationThird Point Reinsurance Ltd., a Delaware corporation Bermuda exempted company limited by shares (“Parent”), Xxxxx and Yoga Merger Sub I Inc.Limited, a Delaware corporation Bermuda exempted company limited by shares and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Xxxxx Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo” and, together with Parent, Merger Sub I and Merger Sub II, the “Parent Parties”), Earthstone Energy, Inc., a Delaware corporation (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Heat OpCo” and, together with the Company, the “Company PartiesSub”).

TERMINATION 100. Section 8.1 7.1 Termination 100 Section 8.2 Notice of Termination; 7.2 Effect of Termination. 102 Termination 101 ARTICLE 8 MISCELLANEOUS 101 Section 8.3 Expenses and Other Payments 102 ARTICLE IX GENERAL PROVISIONS 104 8.1 Non-Survival 101 Section 9.1 Schedule Definitions 104 Section 9.2 Survival 105 Section 9.3 Notices 105 Section 9.4 Rules of Construction 106 Section 9.5 Counterparts 108 Section 9.6 8.2 Entire Agreement; Assignment 101 Section 8.3 Amendment 101 Section 8.4 Notices 102 Section 8.5 Governing Law 103 Section 8.6 Fees and Expenses 103 Section 8.7 Construction; Interpretation 104 Section 8.8 Exhibits and Schedules 104 Section 8.9 Parties in Interest 105 Section 8.10 Severability 105 Section 8.11 Counterparts; Electronic Signatures 105 Section 8.12 Knowledge of Company; Knowledge of FLAC 105 Section 8.13 No Third Party Beneficiaries 108 Recourse 106 Section 9.7 Governing Law8.14 Extension; Venue; Waiver 106 Section 8.15 Waiver of Jury Trial 106 Section 8.16 Submission to Jurisdiction 107 Section 8.17 Remedies 107 Section 8.18 Trust Account Waiver 108 Section 9.8 Severability 109 Section 9.9 Assignment 110 Section 9.10 Specific Performance 110 Section 9.11 Amendment 110 Section 9.12 Extension; Waiver 111 Section 9.13 Non-Recourse 111 Section 9.14 Debt Financing Sources 111 ANNEX ANNEXES AND EXHIBITS Annex A CERTAIN DEFINITIONS A-1 EXHIBITS Supporting Company Shareholders Annex B PIPE Investors Annex C XXX Shareholders Exhibit A: A Form of Company Support Agreement Exhibit B: B Form of Parent Sponsor Support Agreement Exhibit C: C Form of Registration Subscription Agreement Exhibit D Form of Investor Rights Agreement Exhibit D: E Form of Seventh Amended and Restated Pacers OpCo LLC Lock-Up Agreement SCHEDULES Schedule I: Exhibit F Form of Holdco Articles of Association Exhibit G Form of Surviving Company Supporting Stockholders Schedule II: Parent Supporting Stockholders Certificate of Incorporation Exhibit H Form of Surviving Company Bylaws Exhibit I Form of Warrant Assumption Agreement Exhibit J Form of Holdco Long-Term Incentive Plan BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER This BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2023 (this “Agreement”), dated as of July 25, 2022, is entered into made by and among Permian Resources NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), Xxxxxxx Lifesciences Acquisition Corporation, a Delaware corporation Cayman Islands exempted company (“ParentFLAC”), Xxxxx Merger Sub I Inc.NewAmsterdam Pharma Investment Corporation, a Delaware corporation and a direct wholly owned Subsidiary of Parent Cayman Islands exempted company (“Merger Sub ISub”), Xxxxx Merger Sub II LLCand NewAmsterdam Pharma Holding B.V., a Delaware private company with limited liability company and a direct wholly owned Subsidiary (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo” and, together with Parent, Merger Sub I and Merger Sub II, the “Parent Parties”), Earthstone Energy, Inc., a Delaware corporation Netherlands (the “Company”). FLAC, Holdco, Merger Sub and Earthstone Energy Holdings, LLC, the Company shall be referred to herein from time to time individually as a Delaware limited liability company (“Heat OpCoParty,” and, together with the Company, and collectively as the “Company Parties”).” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 or elsewhere in this Agreement.