AGREEMENT AND PLAN OF MERGER dated as of January 13, 2024 among QUARTERNORTH ENERGY INC., TALOS ENERGY INC., COMPASS STAR MERGER SUB INC. and EQUITYHOLDERS’ REPRESENTATIVEAgreement and Plan of Merger • January 16th, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 13, 2024 by and among QuarterNorth Energy Inc., a Delaware corporation (the “Company”), Talos Energy Inc., a Delaware corporation (“Parent”), Compass Star Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, each a “Parent Party” and collectively the “Parent Parties”), and Michael T. Dane and Thomas R. Lamme, in their collective capacity as the representatives of the Company Stockholders and Equity Award Holders as set forth herein (collectively, the “Equityholders’ Representative”).
FORM OF COMPANY SUPPORT AGREEMENTJoinder Agreement • January 16th, 2024 • Talos Energy Inc. • Crude petroleum & natural gas
THIS COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of January [•], 2024, is entered into by and among QuarterNorth Energy Inc., a Delaware corporation (the “Company”), Talos Energy Inc., a Delaware corporation (“Parent”) and the Persons set forth on Schedule 1 (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
