AGREEMENT AND PLAN OF MERGER BY AND AMONG CITIZEN ENERGY OPERATING, LLC, CITIZEN ENERGY PRESSBURG INC. AND ROAN RESOURCES, INC.Merger Agreement • October 1st, 2019 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 1, 2019 (this “Agreement”), is entered into by and among Citizen Energy Operating, LLC, a Delaware limited liability company (“Parent”), Citizen Energy Pressburg Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Roan Resources, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
FORM OF VOTING AGREEMENTVoting Agreement • October 1st, 2019 • Roan Resources, Inc. • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019, by and among Citizen Energy Operating, LLC, a Delaware limited liability company (“Parent”), Citizen Energy Pressburg Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Roan Resources, Inc., a Delaware corporation (the “Company”) and the undersigned holders (each, a “Holder” and collectively, the “Holders”) of shares of Class A common stock, par value $0.001 per share (“Company Common Stock”), of the Company. The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.” Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 1st, 2019 • Roan Resources, Inc. • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 30, 2019, is by and among Roan Resources, Inc., Delaware corporation (the “Borrower”); Cortland Capital Market Services LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”) and the Lenders signatory hereto.
