VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 16th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • Delaware
THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of May 15, 2024, by and between [________] (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), and SilverBow Resources, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CRESCENT ENERGY COMPANY, ARTEMIS ACQUISITION HOLDINGS INC. ARTEMIS MERGER SUB INC., ARTEMIS MERGER SUB II LLC, AND SILVERBOW RESOURCES, INC. May 15, 2024Merger Agreement • May 16th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on May 15, 2024, by and among Crescent Energy Company, a Delaware corporation (“Parent”), Artemis Acquisition Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Artemis Holdings”), Artemis Merger Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub Inc.”), Artemis Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned Subsidiary of Artemis Holdings (“Merger Sub LLC” and, together with Parent, Artemis Holdings and Merger Sub Inc., the “Parent Parties”), and SilverBow Resources, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • May 16th, 2024 • Crescent Energy Co • Crude petroleum & natural gas
This First Amendment (the “Amendment”) to the Management Agreement, dated as of December 7, 2021 (the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the Company and the Manager as of May 15, 2024, to be effective as of the Closing (as defined in the Merger Agreement (as defined below)) (such effective date, the “Amendment Effective Date”). Unless otherwise specified, all capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Management Agreement.
