CIVITAS RESOURCES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.625% SENIOR NOTES DUE 2030 INDENTURE Dated as of October 17, 2023 COMPUTERSHARE TRUST COMPANY, N.A. TrusteeIndenture • October 18th, 2023 • Civitas Resources, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of October 17, 2023, among Civitas Resources, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time (as defined herein) and Computershare Trust Company, N.A., as Trustee (in such capacity, the “Trustee”).
BONANZA CREEK ENERGY, Inc. as Issuer, THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE 1 HERETO 7.50% Senior Notes due 2026 INDENTURE Dated as of April 1, 2021 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • April 1st, 2021 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of April 1, 2021, among Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined hereinafter) and U.S. Bank National Association, a national banking organization, as trustee (the “Trustee”). The Company, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined hereinafter) of the 7.50% Senior Notes due 2026 (the “Notes”).
CIVITAS RESOURCES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.750% SENIOR NOTES DUE 2031 INDENTURE Dated as of June 29, 2023 COMPUTERSHARE TRUST COMPANY, N.A. TrusteeSupplemental Indenture • June 29th, 2023 • Civitas Resources, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of June 29, 2023, among Civitas Resources, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time (as defined herein) and Computershare Trust Company, N.A., as Trustee (in such capacity, the “Trustee”).
BONANZA CREEK ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.000% SENIOR NOTES DUE 2026 INDENTURE Dated as of October 13, 2021 WELLS FARGO BANK, NATIONAL ASSOCIATIONIndenture • October 15th, 2021 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of October 13, 2021, among Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
10,000,000 Shares BONANZA CREEK ENERGY, INC. COMMON STOCK ($0.001 PAR VALUE) UNDERWRITING AGREEMENT December 15, 2011Bonanza Creek Energy, Inc. • December 16th, 2011 • Crude petroleum & natural gas • New York
Morgan Stanley & Co. LLC Credit Suisse Securities (USA) LLC As Representatives of the several Underwriters named in Schedule II to the Underwriting Agreement c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036
AGREEMENT AND PLAN OF MERGER among BONANZA CREEK ENERGY, INC., RAPTOR EAGLE MERGER SUB, INC. and EXTRACTION OIL & GAS, INC. Dated as of May 9, 2021Agreement and Plan of Merger • May 10th, 2021 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 9, 2021 (this “Agreement”), is entered into by and among Bonanza Creek Energy, Inc., a Delaware corporation (“Parent”), Raptor Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Extraction Oil & Gas, Inc., a Delaware corporation (the “Company”).
7,000,000 Shares BONANZA CREEK ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2015 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • New York
WARRANT AGREEMENT between CIVITAS RESOURCES, INC. BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Warrant Agent Dated as of November 1, 2021 Tranche B Warrants to Purchase Common StockWarrant Agreement • November 3rd, 2021 • Civitas Resources, Inc. • Crude petroleum & natural gas • New York
This Warrant Agreement (as may be supplemented, amended or amended and restated pursuant to the applicable provisions hereof, this “Agreement”), dated as of November 1, 2021, between Civitas Resources, Inc., a Delaware corporation (and any Successor Company (as defined below) that becomes successor to the Company in accordance with Section 15) (the “Company”) and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Edgewood, New York (the “Warrant Agent,” which term includes any successor thereto permitted under this Agreement). Capitalized terms that are used in this Agreement shall have the meanings set forth in Section 1 hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SANDRIDGE ENERGY, INC. BROOK MERGER SUB, INC. AND BONANZA CREEK ENERGY, INC. DATED AS OF NOVEMBER 14, 2017Agreement and Plan of Merger • November 15th, 2017 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 14, 2017 (this “Agreement”), is entered into by and among SandRidge Energy, Inc., a Delaware corporation (“Parent”), Brook Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”) and collectively with Parent and Merger Sub, the “Parties”).
FIFTH Amendment to Amended and Restated Credit AgreementCredit Agreement • October 10th, 2023 • Civitas Resources, Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 1, 2021, is among CIVITAS RESOURCES, INC., a Delaware corporation (formerly known as Bonanza Creek Energy, Inc.) (the “Borrower”), each of the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A. as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and each of the other parties from time to time party hereto.
BONANZA CREEK ENERGY, INC. $300,000,000 6 ¾% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2013 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • New York
Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”), is issuing and selling to Wells Fargo Securities, LLC, as representative of the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated April 4, 2013, by and among the Company, the Initial Purchasers and the subsidiary guarantors named therein (the “Purchase Agreement”), $300,000,000 aggregate principal amount of 6 ¾% Senior Notes due 2021 issued by the Company, including the guarantees thereto (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2021 • Civitas Resources, Inc. • Crude petroleum & natural gas • Delaware
This Agreement (this “Agreement”) made and entered into as of November 1, 2021 by and between Civitas Resources, Inc., a Delaware corporation (the “Company”), and the individual signing this Agreement under the heading “Indemnitee” on the signature page hereto (“Indemnitee”), who is currently serving the Company in the capacity of director or executive officer.
TAX BENEFITS PRESERVATION PLAN dated as of November 9, 2020 between BONANZA CREEK ENERGY, INC., as the Company, and Broadridge Corporate Issuer Solutions, Inc., as Rights AgentTax Benefits Preservation Plan • November 9th, 2020 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Delaware
This TAX BENEFITS PRESERVATION PLAN, dated as of November 9, 2020, (this “Agreement”), is made and entered into by and between Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. as rights agent (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2011 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Colorado
This Employment Agreement (this “Agreement”), dated as of November 18, 2011 (the “Effective Date”) is entered into by and between Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”), and James R. Casperson, an individual residing in the State of Colorado (“Employee”).
11,500,000 Shares BONANZA CREEK ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2013 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • New York
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 3rd, 2023 • Civitas Resources, Inc. • Crude petroleum & natural gas
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Civitas Resources, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 8th, 2021 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Voting Agreement (this “Agreement”), dated as of June 6, 2021 and effective as of May 9, 2021, is entered into by and among Bonanza Creek Energy, Inc., a Delaware corporation (“Parent”), Extraction Oil & Gas, Inc., a Delaware corporation (the “Company”), and Kimmeridge Energy Management Company, LLC, a Delaware limited liability company (“Stockholder”). Parent, the Company and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 3rd, 2023 • Civitas Resources, Inc. • Crude petroleum & natural gas
THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Civitas Resources, Inc., a Delaware corporation (the “Company”).
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • August 9th, 2021 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas
THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 9th, 2021 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”).
PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • November 14th, 2014 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas
THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”), is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”).
CIVITAS RESOURCES, INC. EMPLOYEE RESTRICTIVE COVENANTS, PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTAnd Inventions Agreement • February 27th, 2024 • Civitas Resources, Inc. • Crude petroleum & natural gas • Colorado
In consideration of my employment or continued employment by Civitas Resources, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including without limitation, Bonanza Creek Energy Operating Company, LLC, HighPoint Operating Corporation, Extraction Oil & Gas, Inc., Crestone Peak Resources, Civitas North, LLC, Holmes Eastern Company, LLC, and Rocky Mountain Infrastructure, LLC, the “Company”), and the compensation now and hereafter paid to me, I hereby agree to the following terms and conditions of this Employee Proprietary Information and Inventions Agreement (this “Agreement”):
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 28th, 2015 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTAdoption Agreement • May 10th, 2021 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2021, to be effective as of the Effective Time (as defined below), by and between Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”), and Kimmeridge Chelsea, LLC (the “Holder”).
REGISTRATION RIGHTS AGREEMENTAdoption Agreement • January 2nd, 2024 • Civitas Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated January 2, 2024, is entered into by and among Civitas Resources, Inc., a Delaware corporation (the “Company”), and the Persons identified on Schedule I hereto (each, an “Initial Holder”).
RESTRICTED STOCK AGREEMENT [EMPLOYEE FORM]Restricted Stock Agreement • August 13th, 2012 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”).
RESTRICTED STOCK UNIT AGREEMENT (Directors)Restricted Stock Unit Agreement • February 27th, 2024 • Civitas Resources, Inc. • Crude petroleum & natural gas
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Civitas Resources, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 9th, 2020 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Delaware
HighPoint Resources Corporation, HighPoint Operating Corporation, and Fifth Pocket Production LLC (each, a “Debtor” and, collectively, the “Debtors”) propose this joint prepackaged plan of reorganization (the “Plan”) for the resolution of the outstanding claims against and equity interests in the Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in Article I.A of this Plan. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims and Interests pursuant to the Bankruptcy Code. Holders of Claims against or Interests in the Debtors may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of this Plan, the Restructuring Transac
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 2nd, 2022 • Civitas Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of January 31, 2022 (the “Execution Date”), is by and among Bison Oil & Gas Partners II, LLC, a Delaware limited liability company (“Seller”), Bison Oil & Gas II, LLC, a Colorado limited liability company (the “Company”) and Civitas Resources, Inc., a Delaware corporation (“Buyer”). Seller, the Company and Buyer are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • March 15th, 2024 • Civitas Resources, Inc. • Crude petroleum & natural gas • Colorado
This Severance and Release Agreement (“Agreement”) is made by and between (i) Sandra K. Garbiso (“Employee”) and (ii) Civitas Resources, Inc. (the “Company”). Employee and the Company are referred to each as a “Party” and collectively as the “Parties.”
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • November 30th, 2018 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Colorado
This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made as of November 27, 2018 by and between Bonanza Creek Energy, Inc. (the “Company”) and Scott A. Fenoglio (“You”, “Your”, and other derivatives thereof). The Company and You are collectively referred to herein as the “Parties.”
Bonanza Creek Energy, Inc. 5.75% Senior Notes due 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2014 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • New York
Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”), confirms its agreement with RBC Capital Markets, LLC (“RBC”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom RBC is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Exhibit A hereto of $300,000,000 aggregate principal amount of the Company’s 5.75% Senior Notes due 2023 (the “Securities”) (the “Offering”). The Securities will be issued pursuant to the supplemental indenture (the “Supplemental Indenture”) to the indenture (together with the Supplemental Indenture, the “Indenture”) each to be dated as of the Closing Date (as defined herein) among the Company, the Guarantor
Civitas Resources, Inc. 6,956,520 Shares of Common Stock Underwriting AgreementCivitas Resources, Inc. • May 20th, 2024 • Crude petroleum & natural gas • New York
CPPIB Crestone Peak Resources Canada Inc. (the “Selling Stockholder”), a Canadian Corporation and stockholder of Civitas Resources, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to BofA Securities, Inc. (“you” or the “Underwriter”), an aggregate of 6,956,520 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 1,043,478 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 25th, 2011 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • Delaware
This Agreement made and entered into as of , by and between Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), who is currently serving the Company in the capacity of director and/or executive officer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2011 • Bonanza Creek Energy, Inc. • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 23, 2010, is entered into by and among Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”) and the parties listed on Schedule I hereto (each an “Investor,” and collectively, the “ Investors”).
