VOTING AGREEMENTVoting Agreement • October 22nd, 2013 • Devon Energy Corp/De • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of October 21, 2013, is made and entered into by and among Devon Energy Corporation, a Delaware corporation (“Devon DE”), Blackstone/GSO Capital Solutions Overseas Master Fund L.P. and Blackstone/GSO Capital Solutions Fund LP (collectively, “Stockholder”) a stockholder of Crosstex Energy, Inc., a Delaware corporation (“Crosstex”).
CONTRIBUTION AGREEMENT BY AND AMONG DEVON ENERGY CORPORATION, DEVON GAS CORPORATION, DEVON GAS SERVICES, L.P., SOUTHWESTERN GAS PIPELINE, INC., CROSSTEX ENERGY, L.P. AND CROSSTEX ENERGY SERVICES, L.P. October 21, 2013Contribution Agreement • October 22nd, 2013 • Devon Energy Corp/De • Crude petroleum & natural gas • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 21, 2013 (the “Execution Date”), is made and entered into by and among Devon Energy Corporation, a Delaware corporation (“Devon”), Devon Gas Corporation, a Delaware corporation (“Devon Gas”), Devon Gas Services, L.P., a Delaware limited partnership (“Devon Gas Services”), Southwestern Gas Pipeline, Inc., a Delaware corporation (“Southwestern Gas”), Crosstex Energy, L.P., a Delaware limited partnership (“Crosstex MLP”), and Crosstex Energy Services, L.P., a Delaware limited partnership and a wholly-owned subsidiary of Crosstex MLP (“Acquirer”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG DEVON ENERGY CORPORATION, DEVON GAS SERVICES, L.P., ACACIA NATURAL GAS CORP I, INC. CROSSTEX ENERGY, INC., NEW PUBLIC RANGERS, L.L.C., BOOMER MERGER SUB, INC. AND RANGERS MERGER SUB, INC. October 21, 2013Merger Agreement • October 22nd, 2013 • Devon Energy Corp/De • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER is made as of October 21, 2013 (the “Execution Date”), by and among Devon Energy Corporation, a Delaware corporation (“Devon”), Devon Gas Services, L.P., a Delaware limited partnership (“Devon Gas Services”), Acacia Natural Gas Corp I, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Devon (“New Acacia”), Crosstex Energy, Inc., a Delaware corporation (“Crosstex”), New Public Rangers, L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Devon Gas Services (“New Public Rangers”), Boomer Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New Public Rangers (“Boomer Merger Sub”), and Rangers Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New Public Rangers (“Rangers Merger Sub”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article IX.
