Agreement and plan of merger by and among Woodside Energy Holdings (NA) LLC, TELLURIAN INC., and Woodside Energy (Transitory) Inc. Dated as of July 21, 2024Merger Agreement • July 22nd, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 21, 2024, is by and among Woodside Energy Holdings (NA) LLC, a Delaware limited liability company (“Parent”), Tellurian Inc., a Delaware corporation (the “Company”), and Woodside Energy (Transitory) Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and, together with Parent and the Company, the “Parties” and each, a “Party”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.17 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
TAX GROSS-UP PAYMENT AGREEMENTTax Gross-Up Payment Agreement • July 22nd, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Texas
This Tax Gross-Up Payment Agreement, dated as of July 18, 2024 (this “Agreement”), is entered into by and between Tellurian Inc., a Delaware corporation (the “Company”), and [●] (the “Executive”), provided, however, that this Agreement shall be void ab initio and of no further force and effect if the Agreement and Plan of Merger, dated as of [●], 2024 (the “Merger Agreement”), by and among the Company, [●], a [●] (“Parent”), and certain other parties, is terminated.
BRIDGE LOAN AGREEMENT by and among WOODSIDE ENERGY (USA) INC., as Lender TELLURIAN INC., as Borrower and CERTAIN SUBSIDIARIES OF BORROWER as Subsidiary Guarantors Dated as of July 21, 2024Bridge Loan Agreement • July 22nd, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
This BRIDGE LOAN AGREEMENT is made as of July 21, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Woodside Energy (USA) Inc., a Delaware corporation (together with its successors and permitted assigns, the “Lender”), Tellurian Inc., a Delaware corporation, as the borrower (the “Borrower”), and each of the Borrower’s Subsidiaries listed on Schedule 1C hereto (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”).
GUARANTYGuaranty • July 22nd, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This Guaranty, dated as of July 21, 2024 (this “Guaranty”), is made by Woodside Energy (USA) Inc., a Delaware corporation (the “Guarantor”) in favor of Tellurian Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger, dated as of July 21, 2024 (the “Merger Agreement”), by and among Woodside Energy Holdings (NA) LLC, a Delaware limited liability company (“Parent”), Woodside Energy (Transitory) Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
