AGREEMENT AND PLAN OF MERGER among PERMIAN RESOURCES CORPORATION, SMITS MERGER SUB I INC., SMITS MERGER SUB II LLC, PERMIAN RESOURCES OPERATING, LLC, EARTHSTONE ENERGY, INC., AND EARTHSTONE ENERGY HOLDINGS, LLC Dated as of August 21, 2023Agreement and Plan of Merger • August 22nd, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
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”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Smits 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”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 22nd, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas
This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023 and effective as of the Closing Date, is made and entered into by and among Permian Resources Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages hereto (each such party, an “Initial Holder” and collectively, the “Initial Holders”) and each person who becomes a party to this Agreement by entering into a joinder agreement in the form attached hereto as Exhibit A.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 22nd, 2023 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”).
EnCap Investments L.P. Houston, TX 77024Earthstone Energy Inc • August 22nd, 2023 • Crude petroleum & natural gas • Delaware
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation (“Permian”), Permian Resources Operating, LLC, a Delaware limited liability company, Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian, and Smits Merger Sub II LLC, a Delaware limited liability company and direct wholly owned subsidiary of Permian (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), and (ii) that certain Voting and Support Agreement, dated as of the date hereof, by and among Earthstone, Permian, EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (“EnCap Fund VIII”), Bold Energy Holdings, LLC, a Texas limited liability company (“Bold Energy”), EnCap Energy Capital
