0001104659-17-002440 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC AND CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017

Merger Agreement • January 17th, 2017 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 17th, 2017
• Company
  Clayton Williams Energy Inc /De
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2017 (this “Agreement”), is entered into by and among NOBLE ENERGY, INC., a Delaware corporation (“Parent”), WILD WEST MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), NBL PERMIAN LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Marshall Texas”), and CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).

SUPPORT AGREEMENT

Support Agreement • January 17th, 2017 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware

• Contract Type
  Support Agreement
• Filed
  January 17th, 2017
• Company
  Clayton Williams Energy Inc /De
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Delaware

THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of January 13, 2017, by and among each stockholder of the Company set forth on Schedule A hereto (each, a “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 3(f)(ii) and Section 9 hereof, Clayton Williams Energy, Inc., a Delaware corporation (the “Company”).