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, 2020Agreement and Plan of Merger • October 21st, 2020 • Parsley Energy, Inc. • 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”.
TENTH AMENDMENT TO CREDIT AGREEMENT Dated as of October 19, 2020 Among PARSLEY ENERGY, LLC, as Borrower, PARSLEY ENERGY, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BMO HARRIS BANK, N.A. as...Credit Agreement • October 21st, 2020 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this “Tenth Amendment”) dated as of October 19, 2020, is among Parsley Energy, LLC, a Delaware limited liability company (the “Borrower”); Parsley Energy, Inc., a Delaware corporation (“PEI”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); each of the Lenders party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
TAX RECEIVABLE AGREEMENT AMENDMENTTax Receivable Agreement • October 21st, 2020 • Parsley Energy, Inc. • Crude petroleum & natural gas • Texas
This Tax Receivable Agreement Amendment (this “Agreement”) is entered into as of October 20, 2020, by and among Parsley Energy, Inc., a Delaware corporation (the “Company”), Bryan Sheffield (the “Agent”), and certain TRA Holders (as defined herein) listed on Annex A (collectively, the “Parties”).
