AGREEMENT AND PLAN OF MERGER among PIONEER NATURAL RESOURCES COMPANY, PEARL FIRST MERGER SUB INC., PEARL SECOND MERGER SUB LLC, PEARL OPCO MERGER SUB LLC, PARSLEY ENERGY, INC. and PARSLEY ENERGY, LLC Dated as of October 20, 2020Merger Agreement • October 21st, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 20, 2020, is by and among Pioneer Natural Resources Company, a Delaware corporation (“Parent”), Pearl First Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub Inc.”), Pearl Second Merger Sub LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub LLC”), Pearl Opco Merger Sub LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Opco Merger Sub LLC”), Parsley Energy, Inc., a Delaware corporation (the “Company”), and Parsley Energy, LLC, a Delaware limited liability company (“Opco LLC”). Each of Parent, Merger Sub Inc., Merger Sub LLC, Opco Merger Sub LLC, the Company and Opco LLC are referred to herein individually as a “Party” and collectively as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 21st, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • Delaware
THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of October 20, 2020, by and among Pioneer Natural Resources Company, a Delaware corporation (“Parent”), and Q-Jagged Peak Energy Investment Partners, LLC (the “Holder”), as a stockholder of Parsley Energy, Inc., a Delaware corporation (the “Company”).
