STOCKHOLDERS AGREEMENT DATED AS OF [●], 202[●]Stockholders Agreement • February 12th, 2024 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
This Stockholders Agreement, dated as of [●], 202[●], is entered into by and between (i) Diamondback Energy, Inc., a Delaware corporation (the “Company”), (ii) [●]1 (collectively, “Initial Stephens Stockholders”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 12th, 2024 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 11, 2024, is by and among Diamondback Energy, Inc., a Delaware corporation (“Parent”), Eclipse Merger Sub I, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub I”), Eclipse Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), Endeavor Manager, LLC, a Texas limited liability company (the “Company Representative”), solely for purposes of Section 1.8, Section 2.2, Section 2.3, Section 5.10, Section 5.22, Section 5.23, Section 8.2, Section 8.6, Section 8.7, Section 8.8, and Section 8.9, and Endeavor Parent, LLC, a Texas limited liability company (the “Company”). Each of (i) Parent, Merger Sub I, Merger Sub II, the Company, and the Company Representative (solely for purposes of Section 1.8, Section 2.2 Section 2.3, Section 5.10, Section 5.22, Section 5.23, Secti
