8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 21, 2023

(Date of earliest event reported)

 

EARTHSTONE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35049	84-0592823
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

(Address of principal executive offices) (Zip Code)

(281) 298-4246

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	ESTE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

Transaction Structure and Consideration

On August 21, 2023, Earthstone Energy, Inc., a Delaware corporation (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Heat OpCo”), entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Permian Resources Corporation, a Delaware corporation (“Parent”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), and Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo”), pursuant to which (i) Merger Sub I will merge with and into the Company (the “Initial Company Merger”), with the Company surviving the Initial Company Merger as a wholly owned subsidiary of Parent (the “Initial Surviving Corporation”), (ii) following the Initial Company Merger, the Initial Surviving Corporation will merge with and into Merger Sub II (the “Subsequent Company Merger” and, together with the Initial Company Merger, the “Company Mergers”), with Merger Sub II surviving the Subsequent Company Merger as a wholly owned subsidiary of Parent (in such capacity, the “Surviving Company”), and (iii) following the Company Mergers, Heat OpCo will merge with and into Pacers OpCo (the “OpCo Merger,” and, collectively with the Company Mergers, the “Mergers”), with Pacers OpCo surviving the OpCo Merger. Capitalized terms used herein but not otherwise defined will have the meanings ascribed to them in the Merger Agreement.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Initial Company Merger (the “Initial Company Merger Effective Time”), by virtue of the Initial Company Merger, (i) each share of capital stock of Merger Sub I issued and outstanding immediately prior to the Initial Company Merger Effective Time shall be converted into and shall represent one validly issued, fully paid and nonassessable share of Class A common stock, par value $0.01 per share, of the Initial Surviving Corporation, which shall constitute the only outstanding shares of common stock of the Initial Surviving Corporation immediately following the Initial Company Merger Effective Time,(ii) each share of the Company’s Class A common stock, par value $0.001 per share (the “Company Class A Common Stock”), issued and outstanding immediately prior to the Initial Company Merger Effective Time (excluding certain Excluded Shares (as defined in the Merger Agreement) shall be converted automatically into the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock (the “Class A Merger Consideration”) equal to 1.446 (the “Exchange Ratio”), with cash to be paid in lieu of fractional shares and (iii) each share of the Company’s Class B common stock, par value $0.001 per share (the “Company Class B Common Stock”), issued and outstanding immediately prior to the Initial Company Merger Effective Time (excluding certain Excluded Shares and Appraisal Shares (each as defined in the Merger Agreement)) shall be converted automatically into the right to receive a number of validly issued, fully paid and nonassessable shares of Parent’s Class C common stock, par value $0.0001 per share (the “Parent Class C Common Stock” and, together with the Parent Class A Common Stock, the “Parent Common Stock”), equal to the Exchange Ratio.

At the effective time of the Subsequent Company Merger (the “Subsequent Company Merger Effective Time”), by virtue of the Subsequent Company Merger, (i) each share of capital stock of the Initial Surviving Corporation issued and outstanding immediately prior to the Subsequent Company Merger Effective Time shall be converted into and shall represent one validly issued, fully paid and nonassessable unit of the Surviving Company and (ii) each unit of Merger Sub II shall be unaffected by the Subsequent Company Merger and shall remain outstanding as a unit of the Surviving Company.

At the effective time of the OpCo Merger (the “OpCo Merger Effective Time”), by virtue of the OpCo Merger, each Heat OpCo Unit issued and outstanding immediately prior to the effective time of the OpCo Merger (the “Eligible Heat OpCo Units”) shall convert into the right to receive from Pacers OpCo a number of Pacers OpCo Units equal to the Exchange Ratio, with cash to be paid in lieu of fractional units to holders of Eligible Heat OpCo Units other than the Surviving Company and its wholly owned subsidiaries; provided, that the Surviving Company and its wholly owned subsidiaries will receive, in exchange for their Eligible Heat OpCo Units, a number of Pacers OpCo Units equal, in the aggregate, to the number of shares of Parent Class A Common Stock that are issued in connection with the Initial Company Merger (after taking into account the payment of cash to be paid in lieu of any fractional units).

Treatment of Company Equity Awards

At the Initial Company Merger Effective Time, each Company restricted stock unit that vests solely on the basis of time (each, a “Company RSU”) that is outstanding immediately prior to the Initial Company Merger Effective Time shall automatically, by virtue of the occurrence of the closing of the Mergers, (i) vest in full immediately prior to the Initial Company Merger Effective Time (including with respect to any dividend equivalents credited with respect to such Company RSUs that remain unpaid as of the Initial Company Merger Effective Time) and (ii) be canceled and converted into the right to receive, at the Initial Company Merger Effective Time, without interest, the Class A Merger Consideration with respect to each share of Company Class A Common Stock subject to such Company RSU (including any dividend equivalents credited with respect to such Company RSUs that remain unpaid as of the Initial Company Merger Effective Time).

Further, at the Initial Company Merger Effective Time, each Company restricted stock unit subject to performance-based vesting (each, a “Company PSU”) that is outstanding immediately prior to the Initial Company Merger Effective Time shall automatically, by virtue of the occurrence of the closing of the Mergers, (i) vest immediately prior to the Initial Company Merger Effective Time (including with respect to any dividend equivalents credited with respect to such Company PSUs that remain unpaid as of the Initial Company Merger Effective Time), based on the attainment of the applicable performance metrics at the maximum level of performance (equal to 200% of the Target Units (such term as defined in the applicable award agreement)) as of the Initial Company Merger Effective Time in accordance with the terms of the Company’s Amended and Restated 2014 Long-Term Incentive Plan and applicable award agreements in effect as of the Initial Company Merger Effective Time, and (ii) be cancelled and converted into the right to receive, without interest, the Class A Merger Consideration with respect to each share of Company Class A Common Stock subject to such Company PSU (including any dividend equivalents credited with respect to such Company PSUs that remain unpaid as of the Initial Company Merger Effective Time).

Representations and Warranties; Covenants

The Merger Agreement contains customary representations and warranties of Parent and the Company relating to their respective businesses, financial statements and public filings, in each case generally subject to customary materiality qualifiers.

Pursuant to the Merger Agreement, the Company shall have the ability to declare and make an interim period dividend and corresponding distributions to the holders of Company Class A Common Stock and Heat OpCo Units that are generally equivalent to those dividends and distributions that would have been received during such period by the holders of Company Class A Common Stock and Heat OpCo Units with respect to the Parent Class A Common Stock and Pacers OpCo LLC Units to be received as merger consideration, had the Mergers been completed on June 30, 2023.

Additionally, the Merger Agreement provides for pre-closing covenants of Parent and the Company, including covenants relating to conducting their respective businesses in the ordinary course and to refrain from taking certain actions without the other party’s consent. The Merger Agreement also contains covenants of the Company not to solicit proposals relating to alternative transactions or, subject to certain exceptions, enter into discussions concerning or provide information in connection with alternative transactions and, subject to certain exceptions, to recommend that its stockholders approve and adopt the Merger Agreement. The Merger Agreement also contains covenants of Parent not to solicit proposals relating to alternative transactions or enter into discussions concerning or provide information in connection with alternative transactions and, subject to certain exceptions, to recommend that its stockholders approve the issuance of shares of Parent Common Stock in accordance with terms of the Merger Agreement (the “Parent Stock Issuance”).

Conditions to the Mergers

The completion of the Mergers is subject to certain customary mutual conditions, including (i) the receipt of the required approvals from the Company’s and Parent’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act, (iii) the absence of any governmental order or law that makes consummation of the Mergers and the related transactions illegal or otherwise prohibited, (iv) Parent’s registration statement on Form S-4 having been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), (v) Parent Class A Common Stock issuable in connection with the Mergers having been authorized for listing on the New York Stock Exchange, subject to official notice of issuance (including shares issuable upon the exchange of Pacers OpCo Units and Parent Class C Common Stock to be issued pursuant to the Merger Agreement), (vi) delivery and execution of the amended and restated Pacers OpCo LLC Agreement, and (vii) the receipt by the Company of a customary opinion that the Company Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. tax code. The obligation of each party to consummate the Mergers is also conditioned upon certain of the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement.

Recommendations of the Company Board

The board of the directors of the Company (the “Company Board”) has unanimously (i) declared that the Merger Agreement and the related transactions contemplated thereby are fair to, and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable the Merger Agreement and the related transactions contemplated thereby, including the Company Mergers, and (iii) directed that the Merger Agreement be submitted to the Company’s stockholders for adoption at a meeting of such stockholders and recommended that the Company’s stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Company Mergers (the “Company Stockholder Approval”).

No Solicitation

From and after the date of the Merger Agreement, except as expressly contemplated in the Merger Agreement, each of the Company and Parent have agreed that neither it nor its officers and directors, will, and will cause its Subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other Representatives of Company or Parent, as applicable, and its Subsidiaries not to, directly or indirectly, (i) initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to result in or lead to an alternative business combination proposal with respect to itself (a “Competing Proposal”), (ii) engage in, continue or otherwise participate in any discussions or negotiations with respect to, relating to, or in furtherance of a Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Competing Proposal, (iii) furnish any information or access to the properties, assets or employees of the Company or Parent, as the case may be, in connection with or in response to any Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Competing Proposal, (iv) enter into any letter of intent or agreement in principle, or other agreement providing for a Competing Proposal or (v) submit any Competing Proposal to the vote of the stockholders of the Company or Parent, as the case may be.

Changes in Recommendation

Prior to, but not after, receipt of the Company Stockholder Approval, the Company Board may, in response to an unsolicited superior proposal for an alternative transaction or an intervening event, effect a change to the Company Board’s recommendation of the Company Stockholder Approval in certain limited circumstances, subject to complying with certain notice and other specified conditions, including giving Parent the opportunity to propose revisions to the terms of the Merger Agreement during the applicable match right period as set forth in the Merger Agreement (a “Company Change in Recommendation”).

Prior to, but not after, the approval by Parent’s stockholders of the Parent Stock Issuance (the “Parent Stockholder Approval”), the board of directors of Parent (the “Parent Board”) may, in response to an unsolicited superior proposal for an alternative transaction or an intervening event, effect a change to the Parent Board’s recommendation of the Parent Stockholder Approval in certain limited circumstances, subject to complying with certain notice and other specified conditions, including giving the Company the opportunity to propose revisions to the terms of the Merger Agreement during the applicable match right period as set forth in the Merger Agreement.

Termination Rights

The Merger Agreement contains certain termination rights for each of the Company and Parent, including, among others, if the Mergers are not consummated by April 21, 2024 (or August 21, 2024 if such date is extended per the terms of the Merger Agreement) (such date, the “Outside Date”). Upon termination of the Merger Agreement under specified circumstances, including, generally, the termination by Parent in the event of a change of recommendation by the Company Board, the Company would be required to pay Parent a termination fee of $87.5 million. Upon termination of the Merger Agreement under specified circumstances, including the termination by the Company in the event of a change of recommendation by the Parent Board, Parent would be required to pay the Company a termination fee of $175.0 million. Upon termination of the Merger Agreement by either Parent or the Company following a failure to obtain the requisite Company stockholder approval, the Company would be required to pay Parent expenses in the amount of $25.0 million. Upon termination of the Merger Agreement by either Parent or the Company following a failure to obtain the requisite Parent stockholder approval, Parent would be required to pay the Company expenses in the amount of $50.0 million.

Corporate Governance

Parent is required to take all necessary corporate action so that prior to the Initial Company Merger Effective Time, the size of the Parent Board is increased to 11 directors and, upon the Initial Company Merger Effective Time, (i) one individual designated by the Company is appointed to the to serve as a Class I director, with a term ending at the 2025 annual meeting and (ii) one individual designated by the Company is appointed to serve as a Class III director, with a term ending at the 2026 annual meeting.

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

Voting and Support Agreements

As an inducement to Parent entering into the Merger Agreement, on August 21, 2023, certain existing stockholders of the Company (collectively, the “Company Supporting Stockholders”) entered into those certain Voting and Support Agreements (the “Company Support Agreements”), by and among Parent, the Company, and the Company Supporting Stockholders, pursuant to which, among other things, the Company Supporting Stockholders have agreed until the Termination Date (as defined herein) (i) not to transfer any of their shares of Company Common Stock or Heat OpCo Membership Interests, (ii) to vote their shares of Company Common Stock in favor of the matters to be submitted to the Company’s stockholders in

connection with the adoption of the Merger Agreement and approval of the transactions contemplated thereby and (iii) to vote their shares of Company Common Stock against (A) any competing proposal or other proposal made in opposition to the adoption of the Merger Agreement, or in competition or inconsistent with the transactions contemplated thereby, (B) any action or agreement that would result in a breach of any covenant, representation, warranty or any other obligation or agreement of the Company or its subsidiaries contained in the Merger Agreement or of such Company Supporting Stockholder contained in the Company Support Agreements, (C) any action or agreement that would reasonably be expected to result in the nonoccurrence of a condition to the consummation of the transactions contemplated by the Merger Agreement or any change to the voting rights of any class of shares of capital stock of the Company and (D) any other action that would reasonably be expected to impede, delay, postpone or adversely affect the any of the transactions contemplated by the Merger Agreement, including the Mergers, or the Company Support Agreements, in each case, subject to the terms and conditions therein. The “Termination Date” shall be the earliest to occur of (i) the Company Stockholder Approval being obtained, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) a Company Change of Recommendation, (iv) the date of any modification, waiver or amendment to the Merger Agreement (without such Company Supporting Stockholder’s prior consent) that decreases the amount or changes the form of consideration payable to the holders of Company Common Stock or Heat OpCo Membership Interests pursuant to the Merger Agreement, (v) the breach of certain representations of Parent under the Company Support Agreements or (vi) the termination of the Company Support Agreements by consent of the parties thereto. The Company Supporting Stockholders, collectively, hold 47.8% of the outstanding voting power of the Company.

Additionally, as an inducement to the Company entering into the Merger Agreement, on August 21, 2023, certain existing stockholders of Parent (the “Parent Supporting Stockholders”) entered into those certain Voting and Support Agreements with Parent (the “Parent Support Agreements”), by and among Parent, the Company and the Parent Supporting Stockholders, pursuant to which the Parent Supporting Stockholders have agreed to vote their shares in favor of the matters to be submitted to Parent’s stockholders in connection with the issuance of Parent Common Stock in connection with the Merger Agreement and the related transactions contemplated thereby, subject to the terms and conditions set forth in the Parent Support Agreements. The Parent Supporting Stockholders, collectively, hold 49.2% of the outstanding voting power of Parent.

The foregoing summaries of the Company Support Agreements and the Parent Support Agreements are qualified in their entirety by reference to the full text of the Parent Support Agreements, copies of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, and the Company Support Agreements, copies of which are attached as Exhibit 10.5 and Exhibit 10.6, to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.

Registration Rights Agreement

Concurrently with the execution of the Merger Agreement, and to be effective upon the closing of the Mergers, Parent and certain stockholders of the Company have entered into a Registration Rights Agreement (the “Registration Rights Agreement”), by and among Parent and the parties listed on the signature pages thereto, pursuant to which Parent will grant to such entities certain demand, “piggy-back” and shelf registration rights with respect to the shares of Parent Class A Common Stock to be received by such entities in the Mergers, subject to certain customary thresholds and conditions. Parent agrees to pay certain expenses of the parties incurred in connection with the exercise of their rights under the Registration Rights Agreement and indemnify them for certain securities law matters in connection with any registration statement filed pursuant thereto. The parties to the Registration Rights Agreement will be restricted from the sale and/or transfer of the Parent Class A Common Stock for a period of six months following the closing of the Mergers, subject to certain exceptions.

The summary of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Letter Agreement

On August 21, 2023, the Company and certain investment funds managed by EnCap Investment L.P. that own Company Common Stock and Heat OpCo Units (collectively, the “EnCap Funds”) have entered into a letter agreement (the “Letter Agreement”), pursuant to which, among other things, the EnCap Funds have agreed to (i) grant an independent trustee (the “Trustee”) the sole right to exercise any voting rights attached to the shares of Parent Common Stock to be received by the EnCap Funds in connection with the consummation of the Mergers and (ii) direct the Trustee to vote such Parent Common Stock in an amount and in a manner proportional to the vote of all other Parent shareholders entitled to vote on a particular matter. Additionally, the EnCap Funds have agreed under the Letter Agreement to not request that a representative of the EnCap Funds be designated as a member of the board of directors of Parent upon the consummation of the Mergers and cause any representative of the EnCap Funds to decline any opportunity to be designated as such.

The summary of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The description set forth under “Corporate Governance” under Item 1.01 hereto is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 21, 2023, the Parent posted an investor presentation relating to the Mergers and the Merger Agreement. The investor presentation is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act, except as shall be expressly set forth by specific reference to such filing.

No Offer or Solicitation

This communication relates to a proposed business combination transaction (the “Transaction”) between the Company and Parent. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Additional Information

In connection with the Transaction, Parent will file with the SEC, a registration statement on Form S-4, that will include a joint proxy statement of the Company and Parent and a prospectus of Parent. The Transaction will be submitted to the Company’s stockholders and Parent’s stockholders for their consideration. The Company and Parent may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus will be sent to the stockholders of Parent and the Company. This document is not a substitute for the registration statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents that Parent or the Company may file with the SEC or send to stockholders of Parent or the Company in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND PARENT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.

Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by Parent or the Company through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company’s website at https://www.earthstoneenergy.com, under the “Investors” tab, or by directing a request to Investor Relations, Earthstone Energy, Inc., 1400 Woodloch Forest Drive, Suite 300, The Woodlands, TX 77380, Tel. No. (281) 298-4246. Copies of documents filed with the SEC by Parent will be made available free of charge on Parent’s website at https://www.permianres.com under the “Investor Relations” tab or by directing a request to Investor Relations, Permian Resources Corporation, 300 N. Marienfeld St., Ste. 1000, Midland, TX 79701, Tel. No. (432) 695-4222.

Participants in the Solicitation

Parent, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Transaction.

Information regarding the Company’s directors and executive officers is contained in the proxy statement for the Company’s 2023 Annual Meeting of Stockholders filed with the SEC on April 27, 2023, and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at http://www.sec.gov or by accessing the Company’s website at https://www.earthstoneenergy.com. Information regarding Parent’s executive officers and directors is contained in the proxy statement for the Parent’s 2023 Annual Meeting of Stockholders filed with the SEC on April 11, 2023 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing the Parent’s website at https://permianres.com.

Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the joint proxy statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above.

Forward-Looking Statements and Cautionary Statements

The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Parent or the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Parent may not approve the issuance of new shares of common stock in the Transaction or that stockholders of the Company may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of Parent’s common stock or the Company’s common stock, the risk that the Transaction and its announcement could have an adverse effect on the ability of Parent and the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Parent’s or the Company’s control, including those detailed in Parent’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at https://permianres.com and on the SEC’s website at http://www.sec.gov, and those detailed in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on the Company’s website at https://www.earthstoneenergy.com and on the SEC’s website at http://www.sec.gov. All forward-looking statements are based on assumptions that Parent or the Company believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Parent and the Company undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1#	Agreement and Plan of Merger, dated as of August 21, 2023, among Permian Resources Corporation, Smits Merger Sub I Inc., Smits Merger Sub II LLC, Permian Resources Operating, LLC, Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC.
10.1	Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc., William M. Hickey, III and James Walter.
10.2	Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc., NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC.
10.3	Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc. and Pearl Energy Investments, L.P., Pearl Energy Investments II, L.P. and Pearl CIII Holdings, L.P.
10.4	Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc. and Riverstone VI Centennial QB Holdings, L.P., REL US Centennial Holdings, LLC, Riverstone Non-ECI USRPI AIV, L.P. and Silver Run Sponsor, LLC.
10.5	Voting and Support Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc., Permian Resources Corporation, EnCap Energy Capital Fund VII, L.P., Bold Energy Holdings, LLC and EnCap Energy Capital Fund XI. L.P.
10.6	Voting and Support Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc., Permian Resources Corporation, Cypress Investments, LLC and Broken Oak Investments, LLC.
10.7	Registration Rights Agreement, dated August 21, 2023, by and among Permian Resources Corporation and the parties listed on the signatures pages thereto.
10.8	Letter Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc. and the EnCap Funds.
99.1	Investor Presentation, dated August 21, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request.

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		EARTHSTONE ENERGY, INC.
Date:	August 22, 2023	By:	/s/ Tony Oviedo
			Tony Oviedo
			Executive Vice President - Accounting and Administration

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among

PERMIAN RESOURCES CORPORATION,

SMITS MERGER SUB I INC.,

SMITS MERGER SUB II LLC,

PERMIAN RESOURCES OPERATING, LLC,

EARTHSTONE ENERGY, INC.,

AND

EARTHSTONE ENERGY HOLDINGS, LLC

Dated as of August 21, 2023

TABLE OF CONTENTS

Page

ARTICLE I CERTAIN DEFINITIONS	2
Section 1.1    Certain Definitions	2
Section 1.2    Terms Defined Elsewhere	2
ARTICLE II THE MERGERS	6
Section 2.1    The Company Mergers	6
Section 2.2    OpCo Merger	6
Section 2.3    Closing	6
Section 2.4    Effect of the Mergers	7
Section 2.5    Organizational Documents	7
Section 2.6    Directors and Officers of the Surviving OpCo, the Initial Surviving Corporation and the Surviving Company	8
Section 2.7    Corporate Governance Matters	8
ARTICLE III EFFECT OF THE MERGERS; EXCHANGE	9
Section 3.1    Effect of the Initial Company Merger	9
Section 3.2    Effect of the Subsequent Company Merger	9
Section 3.3    Effect of the OpCo Merger	10
Section 3.4    Treatment of Company Equity Awards	10
Section 3.5    Payment for Securities; Exchange	12
Section 3.6    Appraisal Rights	19
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES	19
Section 4.1    Organization, Standing and Power	19
Section 4.2    Capital Structure	20
Section 4.3    Authority; No Violations; Consents and Approvals	21
Section 4.4    Consents	23
Section 4.5    Company SEC Documents; Financial Statements	23
Section 4.6    Absence of Certain Changes or Events	24
Section 4.7    No Undisclosed Material Liabilities	25
Section 4.8    Information Supplied	25
Section 4.9    Company Permits; Compliance with Applicable Law	25
Section 4.10    Compensation; Benefits	26
Section 4.11    Labor Matters	28
Section 4.12    Taxes	29
Section 4.13    Litigation	30
Section 4.14    Intellectual Property	31
Section 4.15    Information Technology and Data Matters	31

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Section 4.16    Real Property	32
Section 4.17    Rights-of-Way	32
Section 4.18    Oil and Gas Matters	33
Section 4.19    Environmental Matters	35
Section 4.20    Material Contracts	36
Section 4.21    Insurance	38
Section 4.22    Derivative Transactions and Hedging	39
Section 4.23    Opinion of Financial Advisor	39
Section 4.24    Brokers	39
Section 4.25    Related Party Transactions	39
Section 4.26    Regulatory Matters.	40
Section 4.27    Takeover Laws	40
Section 4.28    Tax Treatment	40
Section 4.29    No Additional Representations	40
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES	41
Section 5.1    Organization, Standing and Power	41
Section 5.2    Capital Structure	42
Section 5.3    Authority; No Violations; Consents and Approvals	43
Section 5.4    Consents	44
Section 5.5    Parent SEC Documents; Financial Statements	45
Section 5.6    Absence of Certain Changes or Events	46
Section 5.7    No Undisclosed Material Liabilities	46
Section 5.8    Information Supplied	47
Section 5.9    Parent Permits; Compliance with Applicable Law	47
Section 5.10    Compensation; Benefits	47
Section 5.11    Labor Matters	48
Section 5.12    Taxes	49
Section 5.13    Litigation	51
Section 5.14    Real Property	51
Section 5.15    Rights-of-Way	51
Section 5.16    Oil and Gas Matters	52
Section 5.17    Environmental Matters	55
Section 5.18    Material Contracts.	55
Section 5.19    Insurance	57
Section 5.20    Derivative Transactions and Hedging	58
Section 5.21    Opinion of Financial Advisor	58
Section 5.22    Brokers	58
Section 5.23    Related Party Transactions	58
Section 5.24    Business Conduct	58
Section 5.25    Regulatory Matters	58

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Section 5.26    Takeover Laws	59
Section 5.27    Tax Treatment	59
Section 5.28    Financing	59
Section 5.29    Ownership of Company Capital Stock	59
Section 5.30    Production	59
Section 5.31    No Additional Representations	59
ARTICLE VI COVENANTS AND AGREEMENTS	60
Section 6.1    Conduct of the Company Business Pending the Mergers	60
Section 6.2    Conduct of Parent Business Pending the Mergers	64
Section 6.3    No Solicitation by the Company	66
Section 6.4    No Solicitation by Parent	71
Section 6.5    Preparation of the Joint Proxy Statement/Prospectus and Registration Statement	76
Section 6.6    Stockholders Meetings	78
Section 6.7    Access to Information	80
Section 6.8    Reasonable Best Efforts; HSR and Other Approvals	81
Section 6.9    Employee Matters	83
Section 6.10    Indemnification; Directors’ and Officers’ Insurance	85
Section 6.11    Transaction Litigation	88
Section 6.12    Public Announcements	88
Section 6.13    Control of Business	88
Section 6.14    Transfer Taxes	88
Section 6.15    Section 16 Matters	88
Section 6.16    Stock Exchange Listing and Deregistration	89
Section 6.17    Registration Rights Agreement	89
Section 6.18    Intended Tax Treatment; Tax Cooperation	89
Section 6.19    Takeover Laws	91
Section 6.20    Obligations of Merger Sub I and Merger Sub II	91
Section 6.21    Financing Matters	91
Section 6.22    Derivative Contracts; Hedging Matters	92
Section 6.23    Dividends and Distributions	92
Section 6.24    Form S-3	93
ARTICLE VII CONDITIONS PRECEDENT	93
Section 7.1    Conditions to Each Party’s Obligation to Consummate the Mergers	93
Section 7.2    Additional Conditions to Obligations of the Parent Parties	94
Section 7.3    Additional Conditions to Obligations of the Company Parties	94
Section 7.4    Frustration of Closing Conditions	95
ARTICLE VIII TERMINATION	95
Section 8.1    Termination	95
Section 8.2    Notice of Termination; Effect of Termination.	97

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Section 8.3    Expenses and Other Payments	97
ARTICLE IX GENERAL PROVISIONS	100
Section 9.1    Schedule Definitions	100
Section 9.2    Survival	100
Section 9.3    Notices	100
Section 9.4    Rules of Construction	101
Section 9.5    Counterparts	103
Section 9.6    Entire Agreement; No Third Party Beneficiaries	103
Section 9.7    Governing Law; Venue; Waiver of Jury Trial	103
Section 9.8    Severability	104
Section 9.9    Assignment	104
Section 9.10    Specific Performance	104
Section 9.11    Amendment	105
Section 9.12    Extension; Waiver	105
Section 9.13    Non-Recourse	105
Section 9.14    Debt Financing Sources	106
Annex A Certain Definitions	3

EXHIBITS

Exhibit A: Form of Company Support Agreement

Exhibit B: Form of Parent Support Agreement

Exhibit C: Form of Registration Rights Agreement

Exhibit D: Form of Seventh Amended and Restated Pacers OpCo LLC Agreement

SCHEDULES

Schedule I: Company Supporting Stockholders

Schedule II: Parent Supporting Stockholders

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2023 (this “Agreement”), is entered into by and among Permian Resources Corporation, a Delaware corporation (“Parent”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo” and, together with Parent, Merger Sub I and Merger Sub II, the “Parent Parties”), Earthstone Energy, Inc., a Delaware corporation (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Heat OpCo” and, together with the Company, the “Company Parties”).

WHEREAS, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the shares of Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers;

WHEREAS, the Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the issuance of the shares of Parent Common Stock as Company Merger Consideration (the “Parent Stock Issuance”), are fair to, and in the best interests of, Parent and the holders of Parent Common Stock, (ii) approved and declared advisable the execution, delivery and performance by Parent of this Agreement and the consummation of the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance;

WHEREAS, the Board of Directors of Merger Sub I (the “Merger Sub Board”), at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Initial Company Merger, are fair to, and in the best interests of, Merger Sub I and the sole stockholder of Merger Sub I and (ii) approved and declared advisable this Agreement and the Transactions, including the Initial Company Merger;

WHEREAS, Parent, as the sole member of Merger Sub II and as the sole managing member of Pacers OpCo, has approved and declared advisable this Agreement and the Transactions, including the Subsequent Company Merger and the OpCo Merger, as applicable;

WHEREAS, the Company, as the sole managing member of Heat OpCo, has approved and declared advisable this Agreement and the Transactions, including the OpCo Merger;

WHEREAS, as an inducement to Parent to enter into this Agreement, concurrently with the execution of this Agreement, certain existing stockholders of the Company listed on Schedule I attached hereto (collectively, the “Company Supporting Stockholders”) have entered into a Support Agreement (the “Company Support Agreement”) in the form of Exhibit A attached hereto, pursuant to which, among other things, the Company Supporting Stockholders have agreed to vote in favor of the adoption of this Agreement and approval of the Transactions, including the Company Mergers;

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WHEREAS, as an inducement to the Company to enter into this Agreement, concurrently with the execution of this Agreement, certain existing stockholders of Parent listed on Schedule II attached hereto (collectively, the “Parent Supporting Stockholders”) have entered into a Support Agreement (the “Parent Support Agreement”) in the form of Exhibit B attached hereto, pursuant to which, among other things, the Parent Supporting Stockholders have agreed to vote in favor of the Parent Stock Issuance;

WHEREAS, simultaneously with the execution of this Agreement, Parent and certain stockholders of the Company have entered into that certain Registration Rights Agreement (the “Registration Rights Agreement”), in the form set forth on Exhibit C attached hereto, to be effective upon the Closing; and

WHEREAS, for U.S. federal income tax purposes, it is intended that (i) the Initial Company Merger and the Subsequent Company Merger, taken together, constitute an integrated plan and qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement constitute and be adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code and within the meaning of Treasury Regulations §§ 1.368-2(g) and 1.368-3(a); and (ii) the OpCo Merger be treated as a partnership merger transaction within the meaning of Treasury Regulations § 1.708-1(c) to which Treasury Regulations § 1.708-1(c)(3)(i) applies, whereby (A) Heat OpCo is treated as the “terminating partnership” and Pacers OpCo is treated as the “resulting partnership”, (B) any cash to be paid in lieu of any fractional Pacers OpCo Units in accordance with Section 3.5(h) and any cash to be paid in satisfaction of a withholding Tax in accordance with Section 3.5(j)(i)(B), in each case, is treated as consideration in connection with a “sale within a merger” of Heat OpCo Units by the relevant holder thereof occurring immediately prior to the OpCo Merger in accordance with Treasury Regulations § 1.708-1(c)(4) to the extent that the relevant holder consents to such treatment in accordance with such Treasury Regulations, and (C) except (1) as described in the foregoing clause (ii)(B), (2) in connection with a distribution to the unitholders of Heat OpCo pursuant to Section 6.23, (3) as a result of any “disguised sale” resulting from or attributable to the transactions deemed to occur pursuant to the OpCo Merger, (4) as a result of the application of Sections 897, 1445 or 1446 of the Code, or (5) in connection with a net decrease in a holder’s allocable share of partnership liabilities pursuant to Section 752 of the Code, no holder of Heat OpCo Units recognizes taxable income or gain (clauses (i) and (ii), the “Intended Tax Treatment”).

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parent Parties and the Company Parties agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

Section 1.1    Certain Definitions. As used in this Agreement, the capitalized terms have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement.

Section 1.2    Terms Defined Elsewhere. As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table:

Definition	Section
Agreement	Preamble

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Definition	Section
Applicable Date	4.5(a)
Appraisal Shares	3.6
Balance Sheet Date	4.6(b)
Book-Entry Securities	3.5(b)(ii)
Certificates	3.5(b)(i)
Certificates of Merger	2.3(b)
Class A Merger Consideration	3.1(b)
Class B Merger Consideration	3.1(b)
Closing	2.3(a)
Closing Date	2.3(a)
Code	Recitals
Company	Preamble
Company 401(k) Plan	6.9(e)
Company Alternative Acquisition Agreement	6.3(d)(iv)
Company Board	Recitals
Company Board Recommendation	4.3(a)
Company Capital Stock	4.2(a)
Company Change of Recommendation	6.3(d)(vii)
Company Contracts	4.20(b)
Company Counsel	7.3(e)
Company Disclosure Letter	Article IV
Company Employees	4.10(l)
Company FA	4.23
Company Intellectual Property	4.14(a)
Company Marketing Contract	4.20(a)(ii)
Company Material Adverse Effect	4.1
Company Material Leased Real Property	4.16
Company Material Real Property	4.16
Company Material Real Property Lease	4.16
Company Merger Consideration	3.1(b)
Company Officer’s Tax Certificate	6.18(c)
Company Owned Real Property	4.16
Company Parties	Preamble
Company Permits	4.9(a)
Company Preferred Stock	4.2(a)
Company Related Party Transaction	4.25
Company Reserve Report	4.18(a)
Company SEC Documents	4.5(a)
Company Support Agreement	Recitals
Company Supporting Stockholders	Recitals

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Definition	Section
Confidentiality Agreement	6.7(b)
Continuation Period	6.9(a)
Continuing Employees	6.9(a)
Creditors’ Rights	4.3(a)
D&O Insurance	6.10(d)
Days	9.4(e)
DGCL	2.1(a)
DLLCA	2.1(b)
DTC	3.5(b)(ii)
e-mail	9.3
Eligible Class A Shares	3.1(b)
Eligible Class B Shares	3.1(b)
Eligible Heat OpCo Units	3.3(a)
Eligible Shares	3.1(b)
Excess Shares	3.5(h)
Exchange Agent	3.5(a)
Exchange Fund	3.5(a)
Exchange Ratio	3.1(b)
Excluded Shares	3.1(d)
GAAP	4.5(b)
Heat OpCo	Preamble
HSR Act	4.4
Indemnified Liabilities	6.10(a)
Indemnified Persons	6.10(a)
Initial Company Merger	2.1(a)
Initial Company Merger Effective Time	2.3(b)
Initial Surviving Corporation	2.1(a)
Intended Tax Treatment	Recitals
Joint Proxy Statement/Prospectus	4.4
Letter of Transmittal	3.5(b)(i)
made available	9.4(e)
Material Company Insurance Policies	4.21
Material Parent Insurance Policies	5.19
Measurement Date	4.2(a)
Merger Consideration	3.1(b)
Merger Sub I	Preamble
Merger Sub II	Preamble
Merger Sub Board	Recitals
OpCo Merger	2.2
OpCo Merger Consideration	3.3(a)

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Definition	Section
OpCo Merger Effective Time	2.3(b)
Pacers OpCo	Preamble
Parent	Preamble
Parent 401(k) Plan	6.9(e)
Parent Alternative Acquisition Agreement	6.4(d)(iv)
Parent Board	Recitals
Parent Board Recommendation	5.3(a)
Parent Capital Stock	5.2(a)
Parent Change of Recommendation	6.4(d)(vii)
Parent Contracts	5.18(b)
Parent Counsel	7.3(e)
Parent Disclosure Letter	Article V
Parent FA	5.21
Parent Marketing Contract	5.18(a)(ii)
Parent Material Adverse Effect	5.1
Parent Material Leased Real Property	5.14
Parent Material Real Property	5.14
Parent Material Real Property Lease	5.14
Parent Officer’s Tax Certificate	6.18(c)
Parent Owned Real Property	5.14
Parent Parties	Preamble
Parent Permits	5.9(a)
Parent Preferred Stock	5.2(a)
Parent Related Party Transaction	5.23
Parent Reserve Report	5.16(a)
Parent SEC Documents	5.5(a)
Parent Stock Issuance	Recitals
Parent Support Agreement	Recitals
Parent Supporting Stockholders	Recitals
pdf	2.3(a)
Post-Effective Time Distributions	3.5(g)
PSU Consideration	3.4(b)
Registration Rights Agreement	Recitals
Registration Statement	4.8
Rights-of-Way	4.17
RSU Consideration	3.4(a)
Second Request	6.8(d)
Subject Courts	9.14
Subsequent Company Merger	2.1(b)
Subsequent Company Merger Effective Time	2.3(b)

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Definition	Section
Surviving Company	2.1(b)
Surviving OpCo	2.2
Tail Period	6.10(d)
Terminable Breach	8.1(b)(iii)
Transaction Litigation	6.11

ARTICLE II
THE MERGERS

Section 2.1    The Company Mergers. Upon the terms and subject to the conditions of this Agreement:

(a)    at the Initial Company Merger Effective Time, Merger Sub I will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”, and the merger, the “Initial Company Merger”). As a result of the Initial Company Merger, the separate existence of Merger Sub I shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Initial Surviving Corporation”) and as a wholly owned Subsidiary of Parent; and

(b)    at the Subsequent Company Merger Effective Time, the Initial Surviving Corporation will be merged with and into Merger Sub II (the “Subsequent Company Merger”) in accordance with the provisions of the DGCL and Delaware Limited Liability Company Act (the “DLLCA”). As a result of the Subsequent Company Merger, the separate existence of the Initial Surviving Corporation shall cease and Merger Sub II shall continue its existence under the laws of the State of Delaware as the surviving company (in such capacity, Merger Sub II is sometimes referred to herein as the “Surviving Company”) and as a wholly owned Subsidiary of Parent.

Section 2.2    OpCo Merger. At the OpCo Merger Effective Time, Heat OpCo will be merged with and into Pacers OpCo (the “OpCo Merger”) in accordance with the provisions of the DLLCA. As a result of the OpCo Merger, the separate existence of Heat OpCo shall cease and Pacers OpCo shall continue its existence under the laws of the State of Delaware as the surviving company (in such capacity, Pacers OpCo is sometimes referred to herein as the “Surviving OpCo”).

Section 2.3    Closing.

(a)    The closing of the Mergers (the “Closing”) shall take place by the exchange of documents by “portable document format” (“pdf”) or other electronic means at 9:00 a.m., Houston, Texas time, on the date that is three (3) Business Days following the satisfaction or (to the extent permitted by applicable Law) waiver in accordance with this Agreement of all of the conditions set forth in Article VII (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived in accordance with this Agreement on the Closing Date), unless another date or place is agreed to in writing by Parent and the Company. For purposes of this Agreement, “Closing Date” shall mean the date on which the Closing occurs.

(b)    As soon as practicable on the Closing Date, Parent and the Company will cause certificates of merger with respect to each of the Mergers to be prepared and executed in

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accordance with the relevant provisions of the DGCL and DLLCA, as applicable (the “Certificates of Merger”), and to be filed with the Office of the Secretary of State of the State of Delaware. The Initial Company Merger shall become effective upon such filing, or at such later time as Parent and the Company shall agree upon in writing and shall specify in such Certificate of Merger (the time the Initial Company Merger becomes effective being the “Initial Company Merger Effective Time”). As soon as practicable following the Initial Company Merger Effective Time, the Certificate of Merger for the Subsequent Company Merger shall be filed with the Office of the Secretary of State of the State of Delaware. The Subsequent Company Merger shall become effective upon such filing, or at such later time as Parent and the Company shall agree upon in writing and shall specify in such Certificate of Merger (the time the Subsequent Company Merger becomes effective being the “Subsequent Company Merger Effective Time”). As soon as practicable following the Subsequent Company Merger Effective Time, the Certificate of Merger for the OpCo Merger shall be filed with the Office of the Secretary of State of the State of Delaware. The OpCo Merger shall become effective upon such filing, or at such later time as Parent and the Company shall agree upon in writing and shall specify in such Certificate of Merger (the time the OpCo Merger becomes effective being the “OpCo Merger Effective Time”).

Section 2.4    Effect of the Mergers.

(a)    At the Initial Company Merger Effective Time, the Initial Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation.

(b)    At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company.

(c)    At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.

Section 2.5    Organizational Documents.

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(a)    At the Initial Company Merger Effective Time, the Organizational Documents of the Initial Surviving Corporation shall be amended and restated in their entirety to be in substantially the form of the Merger Sub I Organizational Documents in effect immediately prior to the Initial Company Merger Effective Time. The Organizational Documents of Merger Sub I, as amended and restated pursuant to the immediately preceding sentence, shall be the Organizational Documents of the Initial Surviving Corporation until thereafter duly amended, subject to Section 6.10(b), as provided therein or by applicable Law.

(b)    At the Subsequent Company Merger Effective Time, the Organizational Documents of Merger Sub II in effect immediately prior to the Subsequent Company Merger Effective Time shall be the Organizational Documents of the Surviving Company (except that references to Merger Sub II’s name shall be replaced with references to “Earthstone Energy, LLC”), until duly amended, subject to Section 6.10(b), as provided therein or by applicable Law.

(c)    At the OpCo Merger Effective Time, the Pacers OpCo LLC Agreement shall be amended and restated in its entirety to be in substantially the form set forth on Exhibit D attached hereto. The certificate of formation of Pacers OpCo and the Pacers OpCo LLC Agreement, as amended and restated pursuant to the immediately preceding sentence, shall be the Organizational Documents of the Surviving OpCo until thereafter duly amended, subject to Section 6.10(b), as provided therein or by applicable Law.

Section 2.6    Directors and Officers of the Surviving OpCo, the Initial Surviving Corporation and the Surviving Company.

(a)    The Parties shall take all necessary action, from and after the Initial Company Merger Effective Time, to cause the directors and officers of Merger Sub I as of immediately prior to the Initial Company Merger Effective Time to be the directors and officers of the Initial Surviving Corporation, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Initial Surviving Corporation.

(b)    The Parties shall take all necessary action, from and after the Subsequent Company Merger Effective Time, to cause the officers of Merger Sub II as of immediately prior to the Subsequent Company Merger Effective Time to be the officers of the Surviving Company, and such officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Company.

(c)    The officers of the Surviving OpCo shall be the officers of Pacers OpCo immediately prior to the OpCo Merger Effective Time, and such officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving OpCo.

Section 2.7    Corporate Governance Matters. Prior to the Initial Company Merger Effective Time, Parent shall take all necessary corporate action so that upon and after the Initial Company Merger Effective Time, the size of the Parent Board shall be comprised of eleven (11) members, which shall include two (2) members designated by the Company, one (1) of whom will be a Class I director, with a term ending at the 2026 annual meeting, and one (1) of whom will be a Class III director, with a term ending at the 2025 annual meeting.

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ARTICLE III
EFFECT OF THE MERGERS; EXCHANGE

Section 3.1    Effect of the Initial Company Merger. Subject to the other provisions of this Article III, at the Initial Company Merger Effective Time, by virtue of the Initial Company Merger and without any action on the part of Parent, Merger Sub I, the Company or any holder of any securities of Parent, Merger Sub I or the Company:

(a)    each share of capital stock of Merger Sub I issued and outstanding immediately prior to the Initial Company Merger Effective Time shall be converted into and shall represent one (1) validly issued, fully paid and nonassessable share of Class A common stock, par value $0.01 per share, of the Initial Surviving Corporation, which, after giving effect to the transactions contemplated by the remaining provisions of this Section 3.1, shall constitute the only outstanding shares of common stock of the Initial Surviving Corporation immediately following the Initial Company Merger Effective Time;

(b)    (i) each share of Company Class A Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time (excluding any Excluded Shares and any shares of Company Class A Common Stock covered by Section 3.4) (the “Eligible Class A Shares”) shall be converted automatically at the Initial Company Merger Effective Time into the right to receive: 1.446 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Class A Common Stock (the “Class A Merger Consideration”), and (ii) each share of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time (excluding any Excluded Shares and any Appraisal Shares) (the “Eligible Class B Shares” and, together with the Eligible Class A Shares, the “Eligible Shares”) shall be converted automatically at the Initial Company Merger Effective Time into the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Class C Common Stock equal to the Exchange Ratio (the “Class B Merger Consideration” and, together with the Class A Merger Consideration, the “Company Merger Consideration” and, the Company Merger Consideration, together with the OpCo Merger Consideration, the “Merger Consideration”);

(c)    all Eligible Shares, when so converted, shall cease to be outstanding and shall automatically be cancelled and cease to exist, and each holder of an Eligible Share that was outstanding immediately prior to the Initial Company Merger Effective Time shall cease to have any rights with respect thereto, except the right to receive (i) the Company Merger Consideration pursuant to Section 3.1(b), (ii) any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock in accordance with Section 3.5(h),and (iii) any Post-Effective Time Distributions, in each case to be issued or paid in consideration therefor upon the exchange of any Certificates or Book-Entry Securities, as applicable, in accordance with Section 3.5(a); and

(d)    all shares of Company Common Stock held by the Company as treasury shares or held by Parent, Merger Sub I, Merger Sub II or any of their respective Subsidiaries immediately prior to the Initial Company Merger Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be cancelled and cease to exist as of the Initial Company Merger Effective Time, and no consideration shall be delivered in exchange therefor.

Section 3.2    Effect of the Subsequent Company Merger. At the Subsequent Company Merger Effective Time, by virtue of the Subsequent Company Merger and without any action on the part of Parent, Merger Sub II, the Initial Surviving Corporation or any holder of any

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securities of Parent, Merger Sub II or the Initial Surviving Corporation, (a) each share of capital stock of the Initial Surviving Corporation issued and outstanding immediately prior to the Subsequent Company Merger Effective Time shall be converted into and shall represent one (1) validly issued, fully paid and nonassessable (except as nonassessability may be affected by matters described in Section 18-607 of the DLLCA) unit of the Surviving Company and (b) each unit of Merger Sub II shall be unaffected by the Subsequent Company Merger and shall remain outstanding as an unit of the Surviving Company.

Section 3.3    Effect of the OpCo Merger. Subject to the other provisions of this Article III, at the OpCo Merger Effective Time, by virtue of the OpCo Merger and without any action on the part of Heat OpCo, Pacers OpCo, Parent, the Company or any holder of any securities of Heat OpCo, Pacers OpCo, Parent or the Company:

(a)    each Heat OpCo Unit issued and outstanding immediately prior to the OpCo Merger Effective Time (“Eligible Heat OpCo Units”) shall be converted automatically at the Effective Time into the right to receive a number of validly issued, fully paid and nonassessable (except as nonassessability may be affected by matters described in Section 18-607 of the DLLCA) Pacers OpCo Units equal to the Exchange Ratio (the “OpCo Merger Consideration”); provided, that notwithstanding the foregoing, at the OpCo Merger Effective Time, the Surviving Company and its wholly owned Subsidiaries will receive, in exchange for their Eligible Heat OpCo Units, a number of Pacers OpCo Units equal, in the aggregate, to the number of shares of Parent Class A Common Stock that are issued in connection with the Initial Company Merger (for the avoidance of doubt, after taking into account the payment of cash in lieu of fractional shares pursuant to Section 3.5(h) and any shares of Parent Class A Common Stock issued pursuant to Section 3.4); and

(b)    all such Heat OpCo Units, when so converted, shall cease to be outstanding and shall automatically be cancelled and cease to exist, and each holder of a Heat OpCo Unit that was outstanding immediately prior to the OpCo Merger Effective Time shall cease to have any rights with respect thereto, except the right to receive (i) the consideration pursuant to Section 3.3(a), (ii) any cash to be paid in lieu of any fractional Pacers OpCo Units in accordance with Section 3.5(h) and (iii) any Post-Initial Company Merger Effective Time Distributions, in each case, to be issued or paid in consideration therefor upon the exchange of any Certificates or Book-Entry Securities, as applicable, in accordance with Section 3.5(a).

Section 3.4    Treatment of Company Equity Awards.

(a)    Company RSU Awards. At the Initial Company Merger Effective Time, to the extent provided for in the applicable award agreement as in place at the Initial Company Merger Effective Time, each Company RSU that is outstanding immediately prior to the Initial Company Merger Effective Time shall automatically, by virtue of the occurrence of the Closing, (i) vest in full immediately prior to the Initial Company Merger Effective Time (including with respect to any dividend equivalents credited with respect to such Company RSUs that remain unpaid as of the Initial Company Merger Effective Time) and (ii) be canceled and converted into the right to receive, at the Initial Company Merger Effective Time, without interest, the Class A Merger Consideration with respect to each share of Company Class A Common Stock subject to such Company RSU (including, for the avoidance of doubt, any dividend equivalents credited with respect to such Company RSUs that remain unpaid as of the Initial Company Merger Effective

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Time) (the “RSU Consideration”). No fractional share of Parent Class A Common Stock shall be issued as part of the RSU Consideration, and any such fractional share of Parent Class A Common Stock shall instead be paid in cash in accordance with Section 3.5(h).

(b)    Company PSU Awards. At the Initial Company Merger Effective Time, to the extent provided for in the applicable award agreement as in place at the Initial Company Merger Effective Time, each Company PSU that is outstanding immediately prior to the Initial Company Merger Effective Time shall automatically, by virtue of the occurrence of the Closing, (i) vest immediately prior to the Initial Company Merger Effective Time (including, for the avoidance of doubt, with respect to any dividend equivalents credited with respect to such Company PSUs that remain unpaid as of the Initial Company Merger Effective Time), based on the attainment of the applicable performance metrics at the maximum level of performance (which, for the avoidance of doubt, shall be equal to 200% of the Target Units (as such term is defined in the applicable award agreement)), in accordance with the terms of the Company Equity Plan and applicable award agreements in effect as of the Initial Company Merger Effective Time, and (ii) be cancelled and converted into the right to receive, without interest, the Class A Merger Consideration with respect to each share of Company Class A Common Stock subject to such Company PSU (including any dividend equivalents credited with respect to such Company PSUs that remain unpaid as of the Initial Company Merger Effective Time) (the “PSU Consideration”). No fractional share of Parent Class A Common Stock shall be issued as part of the PSU Consideration, and any such fractional share of Parent Class A Common Stock shall instead be paid in cash in accordance with Section 3.5(h).

(c)    No later than five (5) Business Days following the Initial Company Merger Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, pay through the payroll of the Surviving Company (to the extent the RSU Consideration or PSU Consideration, as applicable, is subject to withholding and payroll taxes) or by other means, the RSU Consideration to each holder of a Company RSU pursuant to Section 3.4(a) and the PSU Consideration to each holder of a Company PSU pursuant to Section 3.4(b), in each case, less any required withholding Taxes; provided that, to the extent payment within such time or on such date would trigger a Tax or penalty under Section 409A of the Code, such payment shall be made on the earliest date that payment would not trigger a Tax or penalty. Notwithstanding anything in this Agreement to the contrary, pursuant to Section 3.5(j), each of Parent, the Company, the Initial Surviving Corporation, the Surviving Company and their respective Affiliates shall be entitled to deduct or withhold from any amounts payable to any Person pursuant to this Agreement, including the RSU Consideration and the PSU Consideration contemplated within this Section 3.4, any amount required to be deducted or withheld under this Agreement, applicable Law and the Company Equity Plan.

(d)    Prior to the Initial Company Merger Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Equity Plan) shall pass any necessary resolutions or take any other required action in order to (1) effect the foregoing provisions of this Section 3.4 and (2) if so requested by Parent no later than ten (10) Business Days prior to the Initial Company Merger Effective Time, cause the Company Equity Plan to terminate at or prior to the Initial Company Merger Effective Time. The Company shall take all actions necessary to ensure that from and after the Initial Company Merger Effective Time neither Parent nor the Surviving Company shall be required to deliver shares or other capital

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stock of the Company to any Person pursuant to the settlement of Company RSUs and Company PSUs.

Section 3.5    Payment for Securities; Exchange.

(a)    Exchange Agent; Exchange Fund. Prior to the Initial Company Merger Effective Time, Parent shall enter into an agreement with a commercial bank, trust company or transfer agent that is mutually acceptable to the Company and Parent to act as agent for the holders of Eligible Shares in connection with the Initial Company Merger and the holders of Eligible Heat OpCo Units in connection with the OpCo Merger (the “Exchange Agent”) and to receive the Merger Consideration to which such holders shall become entitled pursuant to this Article III. Prior to the Initial Company Merger Effective Time, Parent and Pacers OpCo shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares and holders of Eligible Heat OpCo Units, for distribution in accordance with this Article III through the Exchange Agent, the Merger Consideration in respect of Eligible Shares and Eligible Heat OpCo Units pursuant to Section 3.1 and Section 3.3, respectively. In addition, on the Closing Date, Parent and Pacers OpCo shall deposit, or cause to be deposited, with the Exchange Agent, from time to time as needed, cash sufficient to pay any Post-Effective Time Distributions and to make payments in lieu of fractional Pacers OpCo Units pursuant to Section 3.5(h). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for Eligible Shares or Eligible Heat OpCo Units, as applicable, pursuant to this Agreement out of the Exchange Fund. Except as contemplated by this Section 3.5(a), Section 3.5(g) and Section 3.5(h), the Exchange Fund shall not be used for any other purpose. Any cash, shares of Parent Common Stock and Pacers OpCo Units deposited with the Exchange Agent (including as payment for fractional shares or units in accordance with Section 3.5(h) and any Post-Effective Time Distributions) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Eligible Shares and Eligible Heat OpCo Units pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Parent. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent or Pacers OpCo shall promptly replace, restore or supplement (or cause to be replaced, restored or supplemented) the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make the payment of the aggregate cash payments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Company.

(b)    Payment Procedures.

(i)    Certificates. As soon as practicable after the OpCo Merger Effective Time, Parent shall cause the Exchange Agent to deliver to each record holder, as of immediately prior to the OpCo Merger Effective Time or Initial Company Merger Effective Time, as applicable, of an outstanding certificate or certificates that immediately prior to the OpCo Merger Effective Time or Initial Company Merger Effective Time, as applicable, represented

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Eligible Shares or Eligible Heat OpCo Units, as applicable (“Certificates”), a notice advising such holders of the effectiveness of the Initial Company Merger and OpCo Merger, as applicable, and a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of Certificates for payment of the Merger Consideration set forth in Section 3.3 and Section 3.1. Upon surrender to the Exchange Agent of a Certificate, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) with respect to Certificates of Eligible Shares, one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 3.1 (after taking into account all Eligible Shares then held by such holder), (B) with respect to Certificates of Eligible Heat OpCo Units, one or more Pacers OpCo Units (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Pacers OpCo Units, if any, that such holder has the right to receive pursuant to Section 3.3 (after taking into account all Eligible Heat OpCo Units then held by such holder) and (C) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Class A Common Stock or Heat OpCo Units pursuant to Section 3.5(h) and Post-Effective Time Distributions.

(ii)    Non-DTC Book-Entry Securities. Promptly after the OpCo Merger Effective Time, Parent shall cause the Exchange Agent to deliver to each record holder, as of immediately prior to the OpCo Merger Effective Time or Initial Company Merger Effective Time, as applicable, of Eligible Shares or Eligible Heat OpCo Units, as applicable, represented by book-entry (“Book-Entry Securities”) not held through the Depository Trust Company (“DTC”), (A) a notice advising such holders of the effectiveness of the Initial Company Merger or the OpCo Merger, as applicable, (B) a statement reflecting the number of shares of Parent Common Stock or Pacers OpCo Units, as applicable (which, in each case, shall be in uncertificated book-entry form), representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, or Pacers OpCo Units, if any, that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Company Common Stock then held by such holder) or Section 3.3 (after taking into account all Heat OpCo Units then held by such holder) and (C) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Class A Common Stock or Pacers OpCo Units pursuant to Section 3.5(h) and Post-Effective Time Distributions.

(iii)    DTC Book-Entry Securities. With respect to Book-Entry Securities held through DTC, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees promptly on or after the Closing Date, upon surrender of Eligible Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Class A Merger Consideration, the cash to be paid in lieu of any fractional shares of Parent Class A Common Stock in accordance with Section 3.5(h), if any, and Post-Effective Time Distributions.

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(iv)    No interest shall be paid or accrued on any amount payable for Eligible Shares or Eligible Heat OpCo Units, as applicable, pursuant to this Article III.

(v)    With respect to Certificates, if payment of the Merger Consideration, any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock or Pacers OpCo Units in accordance with Section 3.5(h), and Post-Effective Time Distributions are to be made to a Person other than the record holder of such Eligible Shares or Eligible Heat OpCo Units, it shall be a condition of payment that shares or units so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration, any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock or Pacers OpCo Units in accordance with Section 3.5(h) and Post-Effective Time Distributions to a Person other than the registered holder of such shares or units surrendered or shall have established to the satisfaction of Parent that such Taxes either have been paid or are not applicable. With respect to Book-Entry Securities, payment of the Merger Consideration, any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock or Pacers OpCo Units in accordance with Section 3.5(h) and Post-Effective Time Distributions shall only be made to the Person in whose name such Book-Entry Securities are registered in the transfer books of the Company as of the Initial Company Merger Effective Time or Heat OpCo as of the OpCo Merger Effective Time. Until surrendered as contemplated by this Section 3.5(b)(v), each Certificate of Eligible Shares or Eligible Heat OpCo Units shall be deemed at any time after the Initial Company Merger Effective Time or OpCo Merger Effective Time, as applicable, to represent only the right to receive upon such surrender the Merger Consideration, any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock or Pacers OpCo Units in accordance with Section 3.5(h) and any Post-Effective Time Distributions payable in respect of such shares of Company Common Stock or Heat OpCo Units.

(c)    Termination of Rights. All Merger Consideration, any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock or Pacers OpCo Units in accordance with Section 3.5(h) and Post-Effective Time Distributions, paid upon the surrender of and in exchange for Eligible Shares or Eligible Heat OpCo Units, as applicable, in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Eligible Shares and Eligible Heat OpCo Units. At the Initial Company Merger Effective Time, the stock transfer books of the Company shall be closed immediately, and there shall be no further registration of transfers on the stock transfer books of the Company of the shares of Company Common Stock that were outstanding immediately prior to the Initial Company Merger Effective Time. If, after the Initial Company Merger Effective Time, Certificates are presented to the Surviving Company for any reason, they shall be cancelled and exchanged for the Company Merger Consideration, any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock in accordance with Section 3.5(h) and Post-Effective Time Distributions payable in respect of the Eligible Shares previously represented by such Certificates. At the OpCo Merger Effective Time, the transfer books of Heat OpCo shall be closed immediately, and there shall be no further registration of transfers on the transfer books of Heat OpCo of the Heat OpCo Units that were outstanding immediately prior to the OpCo Merger Effective Time. If, after the OpCo Merger Effective Time, Certificates are presented to the Surviving OpCo for any reason, they shall be cancelled and exchanged for the OpCo Merger Consideration and any cash to be paid in lieu of any fractional Pacers OpCo Units in accordance with Section 3.5(h) and

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Post-Effective Time Distributions payable in respect of the Heat OpCo Units previously represented by such Certificates.

(d)    Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the former stockholders of the Company or the former unitholders of Heat OpCo on the 180th day after the Closing Date shall be delivered to Parent, upon demand, and any former holder of Company Common Stock or Heat OpCo Units, as applicable, who have not theretofore received the Merger Consideration, any cash to be paid in lieu of any fractional shares of Parent Class A Common Stock or Pacers OpCo Units in accordance with Section 3.5(h) and Post-Effective Time Distributions, in each case without interest thereon, to which they are entitled under this Article III shall thereafter look only to the Surviving Company, the Surviving OpCo and Parent for payment of their claim for such amounts.

(e)    No Liability. None of the Initial Surviving Corporation, the Surviving Company the Surviving OpCo, Parent, Merger Sub I, Merger Sub II, Pacers OpCo or the Exchange Agent shall be liable to any holder of Company Common Stock or Heat OpCo Units for any amount of Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate has not been surrendered prior to the time that is immediately prior to the time at which Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

(f)    Lost, Stolen, or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Company or the Surviving OpCo, as applicable, the posting by such Person of a bond in such reasonable amount as the Surviving Company or Surviving OpCo, as applicable, may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, cash to be paid in lieu of any fractional shares of Parent Common Stock or Pacers OpCo Units in accordance with Section 3.5(h) and Post-Effective Time Distributions payable in respect of the shares of Company Common Stock or Heat OpCo Units formerly represented by such Certificate.

(g)    Distributions with Respect to Unexchanged Shares of Parent Common Stock and Pacers OpCo Units. No dividends or other distributions declared or made with respect to shares of Parent Common Stock or Pacers OpCo Units with a record date after the Initial Company Merger Effective Time with respect to the Parent Common Stock or the OpCo Merger Effective Time with respect to the Pacers OpCo Units (“Post-Effective Time Distributions”), shall be paid to the holder of any unsurrendered Certificate with respect to the whole shares of Parent Common Stock or Pacers OpCo Units, as applicable, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Class A Common Stock or Pacers OpCo Units shall be paid to any such holder, in each case, until such holder shall surrender such Certificate in accordance with this Section 3.5. Following surrender of any such Certificate, there shall be paid to such holder of whole shares of Parent Common Stock or Pacers OpCo Units, as applicable, issuable in exchange therefor,

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without interest, (i) promptly after the time of such surrender, the Post-Effective Time Distributions theretofore paid with respect to such whole shares of Parent Common Stock or Pacers OpCo Units, as applicable, and (ii) at the appropriate payment date, the Post-Effective Time Distributions with a record date prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock or Pacers OpCo Units, as applicable. For purposes of dividends or other distributions in respect of shares of Parent Common Stock or Pacers OpCo Units, as applicable, all whole shares of Parent Common Stock to be issued pursuant to the Initial Company Merger or Pacers OpCo Units to be issued pursuant to the OpCo Merger shall be entitled to Post-Effective Time Distributions pursuant to the immediately preceding sentence as if such whole shares of Parent Common Stock were issued and outstanding as of the Initial Company Merger Effective Time or Pacers OpCo Units were issued and outstanding as of the OpCo Merger Effective Time, as applicable.

(h)    No Fractional Shares of Parent Common Stock or Fractional Pacers OpCo Units.

(i)    No certificates or scrip or shares representing fractional shares of Parent Common Stock or fractional Pacers OpCo Units shall be issued upon the exchange of Eligible Shares or Eligible Heat OpCo Units, as applicable, and such fractional interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or equityholder of Pacers OpCo, as applicable, or a holder of shares of Parent Common Stock or Pacers OpCo Units, as applicable.

(ii)    Notwithstanding any other provision of this Agreement, each holder of Eligible Shares that constitute Company Class A Common Stock, Company RSUs or Company PSUs, exchanged pursuant to the Company Mergers who would have otherwise have been entitled to receive a fraction of Parent Common Stock (after taking into account all Eligible Shares then held by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fraction as determined below. As promptly as practicable following the OpCo Merger Effective Time, the Exchange Agent shall determine the excess of (A) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent pursuant to Section 3.5(a) over (B) the aggregate number of full shares of Parent Common Stock to be distributed pursuant to Section 3.5(g) (such excess being herein referred to as, the “Excess Shares”). Following the OpCo Merger Effective Time, the Exchange Agent, as agent for the holders of Eligible Shares in connection with the Company Mergers, shall sell the Excess Shares at then prevailing prices on the NYSE, all in a manner provided in subsection (iii) of this Section 3.5(h).

(iii)    The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to the holders of Eligible Shares, the Exchange Agent shall hold such proceeds in trust for the holders of Eligible Shares. The net proceeds of any such sale or sales of Excess Shares to be distributed to the holders of applicable Certificates or Book-Entry Securities, as applicable, shall be reduced by any and all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess Shares. The Exchange Agent shall determine the portion of net proceeds to which each holder of applicable Certificates or Book-Entry Securities, as applicable, shall be entitled, if any, by multiplying the amount of the

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aggregate net proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of applicable Certificates or Book-Entry Securities is entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of applicable Certificates or Book-Entry Securities are entitled. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of applicable Certificates or Book-Entry Securities with respect to any fractional share interests, the Exchange Agent shall promptly pay such amounts to such holders subject to and in accordance with this Section 3.5(h). The payment of cash in lieu of fractional shares of Parent Class A Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the exchange.

(iv)    Notwithstanding any other provision of this Agreement, each holder of Eligible Heat OpCo Units exchanged pursuant to the OpCo Merger, other than the Surviving Company or any of its wholly owned Subsidiaries, who would otherwise have been entitled to receive a fraction of a Pacers OpCo Unit (after taking into account all Certificates, Book-Entry Securities and Eligible Heat OpCo Units held by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (A) such fractional part of a Pacers OpCo Unit multiplied by (B) the volume weighted average price of the shares of Parent Class A Common Stock on the NYSE for the five (5) consecutive Trading Days immediately prior to the Closing Date as reported by Bloomberg, L.P. Promptly after the determination of the amount of cash, if any, to be paid to holders of fractional interests, the Exchange Agent shall so notify Parent, and Parent shall cause the Exchange Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof. The payment of cash in lieu of fractional Pacers OpCo Units is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the exchange.

(v)    Notwithstanding anything in this Agreement to the contrary, if any holder of Eligible Shares that constitute Company Class B Common Stock would otherwise be entitled to receive a fraction of a share of Parent Class C Common Stock, such fractional share of Parent Class C Common Stock shall be canceled, and such holder shall not be entitled to any additional consideration in respect of such fractional share of Parent Class C Common Stock. The Parties acknowledge and agree that any such fractional shares of Parent Class C Common Stock have no fair value for purposes of Section 155 of the DGCL.

(i)    Impact of Stock Splits, Etc. In the event of any change in (i) the number of shares of Company Common Stock, or securities convertible or exchangeable into or exercisable for shares of Company Common Stock, (ii) the number of Heat OpCo Units or securities convertible or exchangeable into or exercisable for Heat OpCo Units, (iii) the number of Pacers OpCo Units or securities convertible or exchangeable into or exercisable for Pacers OpCo Units or (iv) the number of shares of Parent Common Stock, or securities convertible or exchangeable into, exercisable for or settled in shares of Parent Common Stock (including options to purchase shares of Parent Common Stock, Parent Restricted Shares and Parent PSUs), in each case issued and outstanding after the date of this Agreement and prior to the Initial Company Merger Effective Time by reason of any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, combination, exchange of shares or the like, the Exchange Ratio and the Merger Consideration shall be equitably adjusted to reflect the effect of such change and, as so adjusted, shall from and after the date of such event, be the Exchange Ratio and the Merger

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Consideration, subject to further adjustment in accordance with this Section 3.5(i). Nothing in this Section 3.5(i) shall be construed to permit the Parties to take any action except to the extent consistent with, and not otherwise prohibited by, the terms of this Agreement (including Section 6.1 and Section 6.2).

(j)    Withholding Taxes.

(i)    Notwithstanding anything in this Agreement to the contrary, Parent, the Company, the Initial Surviving Corporation, the Surviving Company, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo, the Surviving OpCo, the Exchange Agent and any other applicable withholding agent shall be entitled to deduct or withhold from any amounts otherwise payable to any Person pursuant to this Agreement any amount required to be deducted or withheld under applicable Law (and, for the avoidance of doubt, to the extent any deduction or withholding is required in respect of the delivery of any shares of Parent Common Stock or Pacers OpCo Units pursuant to this Agreement, a portion of the shares of Parent Common Stock or Pacers OpCo Units otherwise deliverable hereunder may be deducted or withheld); provided, that to the extent Heat OpCo or any holder of Heat OpCo Units delivers an IRS Form W-9 in accordance with Section 3.5(j)(ii), absent a change in applicable Law, no such deduction or withholding in respect of U.S. federal income Taxes is anticipated with respect to the payment of the Merger Consideration to Heat OpCo or such holder of Heat OpCo Units, as applicable, hereunder; provided, further, that if Parent or any of its Affiliates determines that any deduction or withholding is required with respect to amounts payable to Heat OpCo or such holder of Heat OpCo Units, as applicable, hereunder (other than with respect to amounts treated as compensation or as a result of such Person’s failing to deliver the forms described in Section 3.5(j)(ii)), Parent shall use commercially reasonable efforts to provide prior notice to such Person of such intended deduction or withholding and shall reasonably cooperate with such Person to reduce or eliminate the amount of any such deduction or withholding to the extent permitted by applicable Law. To the extent that amounts are properly deducted or withheld and paid over to the relevant Taxing Authority, such deducted or withheld amounts shall be treated for all applicable purposes of this Agreement as having been paid to the Person with respect to which such amounts would have been paid absent such deduction or withholding. If withholding is taken (A) in shares of Parent Class A Common Stock, the relevant withholding agent shall be treated as having sold such shares of Parent Class A Common Stock on behalf of the applicable Person for an amount of cash equal to the fair market value thereof at the time of such withholding and paid such cash proceeds to the relevant Taxing Authority, or (B) in Pacers OpCo Units, (I) Pacers OpCo shall be treated as having paid to the applicable Person an amount of cash equal to the fair market value thereof at the time of such withholding (and, for the avoidance of doubt, such payment shall be treated in a manner consistent with the Intended Tax Treatment) and (II) an equivalent number of shares of Parent Class C Common Stock shall also be withheld.

(ii)    Heat OpCo shall (A) deliver to Parent and Pacers OpCo at or prior to the Closing a properly executed IRS Form W-9 with respect to itself and (B) use commercially reasonable efforts to cause each holder of Heat OpCo Units (other than the Company and its Subsidiaries) to deliver to Parent and Pacers OpCo at or prior to the Closing a properly executed IRS Form W-9 with respect to such holder. The Company shall deliver to Parent and Pacers

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OpCo at or prior to the Closing a properly executed IRS Form W-9 with respect to itself and each of its Subsidiaries that holds Heat OpCo Units.

Section 3.6    Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration payable pursuant to Section 3.1(b)(ii), but instead at the Initial Company Merger Effective Time shall become the right to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL, and at the Initial Company Merger Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, except as otherwise set forth in this Section 3.6. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Share shall thereafter be deemed to have been converted into and to have become, as of the Initial Company Merger Effective Time, the right to receive, without interest thereon, the Class B Merger Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES

Except as set forth in the disclosure letter dated as of the date of this Agreement and delivered by each of the Company Parties to the Parent Parties on or prior to the date of this Agreement (the “Company Disclosure Letter”) and except as disclosed in the Company SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) filed with or furnished to the SEC and available on EDGAR, since January 1, 2022 and prior to the date of this Agreement (excluding any disclosures set forth or referenced in any risk factor section or in any other section, in each case, to the extent they are forward-looking statements or cautionary, predictive, non-specific or forward-looking in nature (but, for clarity, including any historical factual information contained within such headings, disclosure or statements)), the Company and Heat OpCo jointly and severally represent and warrant to each of the Parent Parties as follows:

Section 4.1    Organization, Standing and Power. Each of the Company and its Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, with all requisite entity power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of the Company’s Subsidiaries, where the failure to be so organized or to have such power, authority or standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole (a

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“Company Material Adverse Effect”). Each of the Company and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of its Organizational Documents and the Organizational Documents of each Subsidiary of the Company, each as amended prior to the execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Section 4.2    Capital Structure.

(a)    The authorized capital stock of the Company consists of (i)  200,000,000 shares of Company Class A Common Stock and 50,000,000 shares of Company Class B Common Stock, and (ii) 20,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”).  At the close of business on August 18, 2023 (the “Measurement Date”): (A) 106,331,055 shares of Company Class A Common Stock were issued and outstanding, and approximately 5,170,435 shares of Company Class A Common Stock were reserved for issuance, (B) 34,257,641 shares of Company Class B Common Stock were issued and outstanding and (C) no shares of Company Preferred Stock were issued and outstanding.

(b)    At the close of business on the Measurement Date, (i) there are (A) 34,257,641 shares of Company Class A Common Stock issuable upon redemption of the outstanding Heat OpCo Units, (B) 907,215 shares of Company Class A Common Stock subject to outstanding Company RSUs (including, for the avoidance of doubt, any dividend equivalents credited in the form of shares in respect of the Company RSUs), (C) 2,131,610 shares of Company Class A Common Stock subject to outstanding Company PSUs, assuming the target level of performance, and (D) 4,263,220 shares of Company Class A Common Stock subject to outstanding Company PSUs, assuming the maximum level of performance (in each case, including, for the avoidance of doubt, any dividend equivalents credited in the form of shares in respect of Company PSUs); (ii) 93,668,945 shares of Company Class A Common Stock remain available for issuance, including 5,407,085 shares of Company Class A Common Stock pursuant to the Company Equity Plan; (iii) there are 140,588,696 Heat OpCo Units issued and outstanding, of which the Company and its Subsidiaries collectively own 106,331,055 Heat OpCo Units, and Schedule 4.2(b) of the Company Disclosure Letter sets forth all securities of Heat OpCo as of the close of business on the Measurement Date by holder, including any securities convertible into or exchangeable or exercisable for, or measured by reference to, units of Heat OpCo; and (iv) no Heat OpCo Preferred Units are issued and outstanding.

(c)    As of the close of business on the Measurement Date, except as set forth in this Section 4.2, there are outstanding: (i) no shares of Company Capital Stock, Heat OpCo Membership Interests or any Voting Debt or other voting securities of the Company or Heat OpCo, as applicable; (ii)  no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Heat OpCo Membership Interests or any Voting Debt or other voting securities of the Company; and (iii) no options, warrants, restricted shares, restricted share units, stock appreciation rights, performance

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shares, “phantom” stock, subscriptions, calls, or similar securities or rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock, Heat OpCo Membership Interests or any Voting Debt or other voting securities of the Company or Heat OpCo, as applicable, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, restricted share, restricted share unit, stock appreciation right, performance share, “phantom” stock, subscription, call, right, commitment or agreement.

(d)    All outstanding shares of Company Common Stock and all Heat OpCo Units have been duly authorized and are validly issued, fully paid and nonassessable (except, in the case of the Heat OpCo Units, as nonassessability may be affected by matters described in Section 18-607 of the DLLCA) and are not subject to preemptive rights. All outstanding shares of Company Common Stock and all Heat OpCo Units have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law, (ii) the Organizational Documents of the Company or Heat OpCo, as applicable, and (iii) all requirements set forth in applicable Contracts (including the Company Equity Plan). All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company or Heat OpCo, or a direct or indirect wholly owned Subsidiary of the Company or Heat OpCo, and are owned free and clear of all Encumbrances, other than Permitted Encumbrances. All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company have been duly authorized, validly issued, fully paid and nonassessable (except as nonassessability may be affected by matters described in Section 18-607 of the DLLCA) and all such shares or equity ownership interests are set forth in Schedule 4.2(d) of the Company Disclosure Letter. Except for the Company Support Agreement and the Organizational Documents of the Company and its Subsidiaries, and except as set forth on Schedule 4.2(d) of the Company Disclosure Letter, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company Common Stock or any other shares of Company Capital Stock.

(e)    As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person, in each case other than as set forth on Schedule 4.2(e) of the Company Disclosure Letter.

Section 4.3    Authority; No Violations; Consents and Approvals.

(a)    Each of the Company Parties has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each Company Party of the Transactions have been duly authorized by

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all necessary action on the part of each of the Company Parties (subject, only with respect to the consummation of the Mergers, to obtaining Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable Company Party, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Company Party is a party by the other parties hereto and thereto, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergers.

(b)    The execution, delivery and performance of this Agreement and each other Transaction Document to which any Company Party is a party does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of the Company (assuming Company Stockholder Approval is obtained) or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any loan or credit agreement (subject, in the case of the Company Credit Facility, to the payoff and termination thereof prior to or substantially concurrently with Closing), note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and Company Stockholder Approval has been obtained, contravene, conflict with or result in a breach or violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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(c)    Except for this Agreement, the Company Parties are not party to any contract, arrangement or other commitment that would or would reasonably be expected to entitle any Person to appoint one or more directors to the Parent Board.

Section 4.4    Consents. No Consent from any Governmental Entity is required to be obtained or made by any Company Party or any of their respective Subsidiaries in connection with the execution, delivery and performance of this Agreement or any other Transaction Document to which any Company Party or Subsidiary thereof is party or the consummation by any of the Company Parties of the Transactions, except for: (a) any filings of a premerger notification report by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and the expiration or termination of any applicable waiting periods with respect thereto; (b) the filing with the SEC of (i) a joint proxy statement/prospectus in preliminary and definitive form (including any amendments or supplements, the “Joint Proxy Statement/Prospectus”) relating to the Company Stockholders Meeting and Parent Stockholders Meeting, which the Joint Proxy Statement/Prospectus may form part of the Registration Statement, and (ii) such reports under the Securities Act, the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (c) the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware; (d) filings with the NYSE; (e) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws or Takeover Laws; and (f) any such Consent that the failure to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.5    Company SEC Documents; Financial Statements.

(a)    Since December 31, 2021 (the “Applicable Date”), the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Company SEC Documents”). As of their respective dates, each of the Company SEC Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)    The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied, or, in the case of Company SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Company SEC Documents filed after the date of this Agreement, will be prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position

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of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

(c)    The Company has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by the Company or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. The principal executive officer and the principal financial officer of the Company have made all certifications required by the Sarbanes Oxley Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Section 4.6    Absence of Certain Changes or Events.

(a)    Since December 31, 2022, there has not been any Company Material Adverse Effect or any event, change, effect or development that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

(b)    From June 30, 2023 (the “Balance Sheet Date”) through the date of this Agreement:

(i)    the Company and its Subsidiaries have conducted their business in the ordinary course of business in all material respects;

(ii)    there has not been any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, including the Oil and Gas Properties of the Company and its Subsidiaries, whether or not covered by insurance; and

(iii)    neither the Company nor any of its Subsidiaries has undertaken any action that would be prohibited by Section 6.1(b)(i)(A) or Section 6.1(b)(iv) - Section 6.1(b)(xiii) if such provisions were in effect at all times since the Balance Sheet Date.

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Section 4.7    No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities to the extent adequately provided for on the balance sheet of the Company (i) dated as of December 31, 2022 (including the notes thereto) contained in the Company’s Annual Report on Form 10-K for the twelve (12) months ended December 31, 2022 or (ii) dated as of June 30, 2023 (including the notes thereto) contained in the Company’s Quarterly Report on Form 10-Q for the six (6) months ended June 30, 2023; (b) liabilities incurred in the ordinary course of business consistent with past practice subsequent to December 31, 2022; (c) liabilities incurred in connection with the Transactions; (d) liabilities incurred as expressly permitted or required under this Agreement; (e) liabilities incurred in connection with the transactions contemplated by the Novo Purchase Agreement to the extent set forth on Schedule 4.7(e) of the Company Disclosure Letter; and (f) liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.8    Information Supplied. None of the information supplied or to be supplied by the Company Parties for inclusion or incorporation by reference in (a) a registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Class A Common Stock issuable in the Initial Company Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to stockholders of the Company and to the stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Company Parties with respect to the statements made therein based on information supplied by any of the Parent Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 5.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company Parties with respect to the statements made therein based on information supplied by any of the Parent Parties specifically for inclusion or incorporation by reference therein.

Section 4.9    Company Permits; Compliance with Applicable Law.

(a)    The Company and its Subsidiaries hold and at all times since the Applicable Date have held all permits, licenses, certifications, registrations, Consents, authorizations, variances, exemptions, orders, franchises and approvals of all Governmental Entities necessary to own, lease and operate their respective properties and assets and for the lawful conduct of their respective businesses as they were or are now being conducted, as applicable (collectively, the “Company Permits”), and have paid all fees and assessments due and payable in connection therewith, except where the failure to so hold or make such a payment has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, and the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to be in full force and effect or failure to so comply has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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(b)    The businesses of the Company and its Subsidiaries and, with respect to the business and Oil and Gas Properties of the Company and its Subsidiaries that are operated by third parties, to the knowledge of the Company, are not currently being conducted, and at no time since the Applicable Date have been conducted, in violation of any applicable Law, except, in each case, for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, other than those the outcome of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.10    Compensation; Benefits.

(a)    Set forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Company Benefit Plans.

(b)    With respect to each material Company Benefit Plan, the Company has provided or made available to the Parent true, correct and complete copies of the current plan and trust documents (or a written description of material terms if such plan is not written) and, to the extent applicable, (i) the most recent favorable determination, advisory or opinion letter received from the Internal Revenue Service; (ii) the most recent report filed on Form 5500 (and all schedules and attachments thereto); (iii) the most recent summary plan description provided to participants (and all summaries of material modifications); (iv) the most recently prepared actuarial reports and financial statements; (v) all related insurance contracts or other funding arrangements; and (vi) all material non-routine correspondence to or from any Governmental Entity received in the past three (3) years addressing any matter involving actual or potential material liability relating to a Company Benefit Plan.

(c)    Each Company Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to be, individually or in the aggregate, a material liability to the Company.

(d)    There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, on behalf of or with respect to, any of the Company Benefit Plans, except for such Proceedings that would not reasonably be expected to be, individually or in the aggregate, a material liability to the Company, and there are no Proceedings by a Governmental Entity on behalf of or with respect to any of the Company Benefit Plans, except for such Proceedings that would not reasonably be expected to be, individually or in the aggregate, a material liability to the Company.

(e)    All material contributions, reimbursements, and premium payments required to be made by the Company or any of its Subsidiaries with respect to the Company Benefit Plans pursuant to their terms or applicable Law have been timely made or properly accrued or otherwise been adequately reserved to the extent required by, and in accordance with, GAAP.

(f)    Each Company Benefit Plan that is or was intended to be qualified under Section 401(a) of the Code has received a current favorable determination letter or may rely upon a current opinion or advisory letter from the Internal Revenue Service and, to the knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Company Benefit Plan. With respect to any Company Benefit Plan, none of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other Person, has engaged in a “prohibited transaction” or breach of a

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fiduciary duty (as determined under ERISA) in connection with which the Company or its Subsidiaries reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code in an amount that could be material. The Company and its Subsidiaries have not incurred any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code.

(g)    Neither the Company nor any of its Subsidiaries sponsors, maintains, contributes to or has an obligation to contribute to (including on account of any member of their Aggregated Group) or has any current or contingent liability or obligation under or with respect to, and no Company Benefit Plan is, a plan that is or was: (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA or Section 412 of the Code; (ii) a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; or (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). Neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation as a consequence of at any time being considered a single employer with any other Person under Section 414 of the Code.

(h)    Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law for which the recipient pays the full premium cost of coverage, no Company Benefit Plan provides and the Company and its Subsidiaries have no current or potential obligation to provide retiree, post-employment, post-ownership, or post-service medical, disability, life insurance or other welfare benefits to any Person.

(i)    Neither the execution and delivery of this Agreement, nor the consummation of the Transactions contemplated hereby, either alone or in combination with another event, could: (i) entitle any current or former employee, officer, director or other individual service provider of the Company or any Subsidiary thereof (or any dependent or beneficiary thereof) to any payment of compensation or benefits (whether in cash or property); (ii)  increase the amount of compensation or benefits due or payable to any such Person set forth in the preceding clause (i); (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit; (iv) require a contribution by the Company to any Company Benefit Plan; (v) restrict the ability of the Company to merge, amend or terminate any Company Benefit Plan, (vi) result in the forgiveness of any employee or service provider loan; or (vii) result in any payment (whether in cash, property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) of the Company or any of its Subsidiaries that could, individually or in combination with any other payment or benefit, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) or result in the imposition on any person of an excise tax under Section 4999 of the Code.

(j)    Neither the Company nor any Subsidiary thereof has any current or contingent obligation to indemnify, gross-up, reimburse or otherwise make whole any Person for any Taxes, including those imposed under Section 4999 or Section 409A of the Code (or any corresponding provisions of state, local or foreign Tax law).

(k)    To the knowledge of the Company, (i) each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and

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administered in all respects in operational compliance with, and is in all respects in documentary compliance with, Section 409A of the Code and all IRS guidance promulgated thereunder, and (ii) to the knowledge of the Company, no amount under any such plan, agreement or arrangement is, has been or could reasonably be expected to be subject to any additional Tax, interest or penalties under Section 409A of the Code.

(l)    No Company Benefit Plan is maintained outside the jurisdiction of the United States or covers any employee of the Company or any Subsidiary thereof (“Company Employees”) who resides or works outside of the United States.

Section 4.11    Labor Matters.

(a)    Neither the Company nor any of its Subsidiaries is a party to or bound by any Labor Agreement and no employee of the Company or any of its Subsidiaries is represented by any labor union, works council, or similar labor organization or employee representative body with respect to his or her employment with the Company or its Subsidiary. There is no, and since the Applicable Date there has been no, pending or, to the knowledge of the Company, threatened union representation petition involving employees of the Company or any of its Subsidiaries. To the knowledge of the Company, there are no, and since the Applicable Date there have not been any, union organizing activities with respect to any employees of the Company or its Subsidiaries.

(b)    There is, and since the Applicable Date there has been, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling unfair labor practice charges, labor arbitration, material labor grievances, or other material labor dispute pending, or, to the knowledge of the Company, threatened, against or involving the Company or any of its Subsidiaries.

(c)    The Company and its Subsidiaries are, and since the Applicable Date have been, in compliance in all respects with all applicable Laws respecting labor, employment and employment practices, including all such Laws respecting terms and conditions of employment, wages and hours, worker classification (including the classification of exempt and non-exempt employees and of independent contractors), discrimination, retaliation, harassment, workers’ compensation, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), recordkeeping, whistleblowing, disability rights or benefits, equal opportunity, pay transparency, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave (including family and medical leave) issues, child labor, unemployment insurance, and occupational health and safety requirements, in each case other than any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are, and since the Applicable Date there have been, no Proceedings pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any of the foregoing applicable Laws, or alleging breach of any express or implied Contract of employment, other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to the Company or any of its Subsidiaries which

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would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(d)    The Company and each of its Subsidiaries have reasonably investigated all sexual harassment, or other discrimination, retaliation, or policy violation allegations of which any of them is or, within the past three years, has been made aware. With respect to each such allegation with potential merit, the Company and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. The Company and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors or agents of the Company and its Subsidiaries that, if known to the public, would bring the Company and its Subsidiaries into material disrepute.

Section 4.12    Taxes.

(a)    Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(i)    All Tax Returns required to be filed by the Company or any of its Subsidiaries have been duly and timely filed (taking into account valid extensions of time for filing), and all such Tax Returns are complete and accurate in all respects. All Taxes that are due and payable by the Company or any of its Subsidiaries have been duly and timely paid or adequate reserves in respect thereof have been established on the financial statements of the Company in accordance with GAAP. All withholding Tax requirements imposed on or with respect to payments by the Company or any of its Subsidiaries to employees, creditors or equityholders have been satisfied, and the Company and its Subsidiaries have complied in all respects with all related information reporting and record retention requirements.

(ii)    There is not in force any waiver or agreement for any extension of time for the assessment or payment of any Tax by the Company or any of its Subsidiaries (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business).

(iii)    There is no outstanding claim, assessment or deficiency against the Company or any of its Subsidiaries for any Taxes that has been asserted in writing by any Taxing Authority other than claims being contested in good faith through appropriate proceedings and for which adequate reserves have been established on the financial statements of the Company in accordance with GAAP.

(iv)    Except as set forth on Schedule 4.12 of the Company Disclosure Letter, there is no audit, investigation or other similar Proceeding currently being conducted or, to the knowledge of the Company, threatened with respect to any Taxes or Tax Returns of the Company or any of its Subsidiaries.

(v)    Except as set forth on Schedule 4.12 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has been a member of an affiliated, consolidated, combined, unitary or similar group for purposes of filing any Tax Return (other than a group the common parent of which is the Company or any of its Subsidiaries) or has any liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations § 1.1502-6 (or any similar provision of U.S. state or local or non-U.S. Law), as a transferee or successor, by reason of assumption or by operation of Law.

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(vi)    No written claim has been made by any Taxing Authority in a jurisdiction where the Company or any of its Subsidiaries does not currently file a Tax Return or pay Taxes that the Company or such Subsidiary is or may be subject to any Tax or required to file any Tax Return in such jurisdiction.

(vii)    There are no Encumbrances for Taxes on any of the assets of the Company or any of its Subsidiaries, except for Permitted Encumbrances with respect to Taxes.

(viii)    Neither the Company nor any of its Subsidiaries is a party to, has any obligation under or is bound by any Tax allocation, sharing or indemnity Contract or arrangement pursuant to which it will have any potential liability to any Person after the Initial Company Merger Effective Time (excluding (A) any Contract or arrangement solely between or among the Company and/or any of its Subsidiaries, and (B) any customary provisions contained in any commercial agreement entered into in the ordinary course of business).

(ix)    Neither the Company nor any of its Subsidiaries has participated, or is currently participating, in a “listed transaction,” as defined in Treasury Regulations § 1.6011-4(b)(2).

(x)    Neither the Company nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) in the two (2) years prior to the date of this Agreement.

(xi)    Each Subsidiary of Heat OpCo is, and has been since its formation, properly classified as a partnership (and not as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code) or disregarded entity for U.S. federal (and applicable state and local) income tax purposes.

(b)    Heat OpCo is, and has been since its formation, properly classified as a partnership (and not as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code) or disregarded entity for U.S. federal (and applicable state and local) income tax purposes.

Section 4.13    Litigation. Except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is, and since the Applicable Date there has been, no (a) Proceeding pending, or, to the knowledge of the Company, threatened against or by the Company or any of its Subsidiaries or any of their Oil and Gas Properties or (b) judgment, decree, injunction, ruling, order, writ, stipulation, determination or award of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries. Except as set forth on Schedule 4.13 of the Company Disclosure Letter, as of the date hereof, no officer or director of the Company is a defendant in any Proceeding in connection with his or her status as an officer or director of the Company or any of its Subsidiaries.

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Section 4.14    Intellectual Property.

(a)    The Company and its Subsidiaries own or have the right to use all Intellectual Property used in or necessary for the operation of the businesses of each of the Company and its Subsidiaries as presently conducted (collectively, the “Company Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, except where the failure to own or have the right to use such Intellectual Property has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)    To the knowledge of the Company, the use of the Company Intellectual Property by the Company and its Subsidiaries and the operation of the business of each of the Company and its Subsidiaries as conducted during the applicable time has not infringed, misappropriated or otherwise violated any Intellectual Property of any other Person, except for such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company in the last three (3) years, no third party has infringed, misappropriated or violated the Company Intellectual Property, except for such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no (and in the past three (3) years there have been no) Proceedings pending, or to the knowledge of the Company, threatened (including unsolicited offers, demands, or requests to license or cease and desist letters) by or against Company or any of its Subsidiaries alleging infringement, misappropriation, or other violation of any Intellectual Property.

(c)    The Company and its Subsidiaries have taken commercially reasonable measures consistent with prudent industry practices to protect the Company Owned IP together with the confidentiality of trade secrets used in the businesses of each of the Company and its Subsidiaries as presently conducted, except where failure to do so has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Person who has participated in the development of any material Intellectual Property for the Company or any of its Subsidiaries has executed and delivered to the Company or any applicable Subsidiary of the Company a valid and enforceable written Contract providing for (i) the confidentiality and non-disclosure by such Person of all trade secrets and confidential information and (ii) the assignment by such Person (by way of a present grant of assignment) to the Company or the applicable Subsidiary of all right, title and interest in and to such Intellectual Property (in the case, in accordance with all applicable Laws and without further consideration or any restrictions or obligations (unless, with respect to this clause (ii), sole ownership of any such Intellectual Property automatically vests with the Company or applicable Subsidiary under applicable Law)), except in each case where failure to do so has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.15    Information Technology and Data Matters.

(a)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the IT Assets owned, used, or held for use by the Company or any of its Subsidiaries (i) are sufficient for the current needs of the businesses of the Company and its Subsidiaries; (ii) have not experienced any material failures, breakdowns, outages, or unavailability within the past three (3) years; and (iii) to the knowledge of the Company, are free from any “back door,” virus, malware, Trojan horse or similar malicious code and material bugs.

(b)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (i) the Company and each of its

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Subsidiaries have used commercially reasonable measures to ensure the confidentiality, privacy and security of Personal Information collected or held for use by the Company or its Subsidiaries, and (ii) the Company and each of its Subsidiaries are, and in the past three (3) years have been, in compliance with all Company Data Security Requirements.

(c)     Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in the past three (3) years, (i) there has been no unauthorized access to or unauthorized use of any IT Assets, Personal Information or trade secrets owned or held for use by the Company or its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries has experienced or been subject to any Security Incident, and (iii)neither the Company nor any of its Subsidiaries has received any written notices or complaints from any Person or been the subject of Proceeding with respect to any Security Incident or breach or violation of any Company Data Security Requirement.

Section 4.16    Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and with respect to clauses (a) and (b), except with respect to any of the Company’s Oil and Gas Properties, (a) the Company and its Subsidiaries have good, valid and defensible title to all material real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all material real property leased or subleased or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements thereon, the “Company Material Leased Real Property” and, together with the Company Owned Real Property, the “Company Material Real Property”) free and clear of all Encumbrances and defects and imperfections, except Permitted Encumbrances; (b) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Company Material Leased Real Property (each, a “Company Material Real Property Lease”) is, to the knowledge of the Company, in full force and effect and is valid and enforceable against the parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received written notice of any default under any Company Material Real Property Lease; and (c) as of the date of this Agreement there does not exist any pending or, to the knowledge of the Company, threatened, condemnation or eminent domain Proceedings that affect any of the Company’s Oil and Gas Properties, Company Owned Real Property or Company Material Leased Real Property.

Section 4.17    Rights-of-Way. Each of the Company and its Subsidiaries has such Consents, easements, rights-of-way, permits and licenses from each Person (collectively “Rights-of-Way”) as are sufficient to conduct its business as presently conducted in the ordinary course, and subject to the limitations, qualifications, reservations and Encumbrances contained in any Company SEC Document, except for such Rights-of-Way the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights-of-Way and conduct their business in a manner that does not violate any of the Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All pipelines operated by the Company and its Subsidiaries are located on or are subject to valid Rights-of-Way, or are located on real property owned or leased by the Company, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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Section 4.18    Oil and Gas Matters.

(a)    Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in the reserve report prepared by the Company Reserve Engineer relating to the Company’s interests referred to therein and dated as of December 31, 2022 (the “Company Reserve Report”) or (ii) reflected in the Company Reserve Report or in the Company SEC Documents as having been sold or otherwise disposed of (other than transactions effected after the date hereof in accordance with Section 6.1(b)(v)), the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Company Reserve Report and in each case as attributable to interests owned by the Company and its Subsidiaries. For purposes of the foregoing sentence, “good and defensible title” means that the Company’s or one and/or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (1) entitles the Company (and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties (other than decreases in connection with operations in which the Company and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, in each case, to the extent occurring after the date of the Company Reserve Report), (2) obligates the Company (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Company Reserve Report for such Oil and Gas Properties (other than any positive difference between such actual percentage and the applicable working interest shown on the Company Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties) and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

(b)    Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, the factual, non-interpretive data supplied by the Company to the Company Reserve Engineer relating to the Company’s interests referred to in the Company Reserve Report, by or on behalf of the Company and its Subsidiaries that was material to the Company Reserve Engineer’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of the Company and its Subsidiaries in connection with the preparation of the Company Reserve Report was, as of the time provided (or modified or amended prior to the issuance of the Company Reserve Reports), accurate in all respects. To the Company’s knowledge, any assumptions or estimates provided by the Company’s Subsidiaries to the Company Reserve Engineer in connection with its preparation of the Company Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to the Company at the time such assumptions or estimates were made. Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, the oil and gas reserve estimates of the Company set forth in the Company Reserve Report are derived from reports that have been prepared by the Company Reserve

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Engineer, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of the Company and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person under (or otherwise with respect to) any Oil and Gas Leases owned or held by the Company or any of its Subsidiaries have been properly and timely paid or contested in good faith in the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by the Company or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens which are being held in suspense by the Company or its Subsidiaries in accordance with applicable Law) and (iii) none of the Company or any of its Subsidiaries (and, to the Company’s knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by the Company or any of its Subsidiaries. To the knowledge of the Company, Schedule 4.18(c) of the Company Disclosure Letter sets forth all the material Oil and Gas Leases where (1) the primary term thereof is scheduled to expire by the express terms thereof (in whole or in part) at any time prior to the one year anniversary of the date of this Agreement and (2) in which the primary term is not currently being perpetuated by production in paying quantities, operations or other terms of the applicable Oil and Gas Leases.

(d)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of the Company and its Subsidiaries are being received by them in a timely manner (other than those being contested in good faith in the ordinary course of business) and are not being held in suspense (by the Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Wells. Neither the Company nor any of its Subsidiaries (i) is obligated by virtue of a take-or-pay payment, advance payment or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery or (ii) has any material transportation, processing or plant imbalance, and no Person has given notice that any such imbalance constitutes all of the relevant Person’s ultimately recoverable reserves from a balancing area.

(e)    All of the Wells and all water, CO2, injection or other wells located on the Oil and Gas Leases of the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of the Company or its Subsidiaries that were drilled and completed by the Company or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Lease(s), the applicable Contracts entered into by the Company or any of its Subsidiaries related to such Wells and such other wells and in accordance with applicable

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Law, and all drilling and completion (and plugging and abandonment, if applicable) of such Wells and such other wells that were drilled and completed (and plugged and abandoned, if applicable) by the Company or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Oil and Gas Properties of the Company or its Subsidiaries is subject to any preferential purchase, tag-along, right of first refusal, Consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions.

(g)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to the Company and its Subsidiaries, taken as a whole and is not reflected in the Company Reserve Reports or where such election not to participate in such operation or activity was made after the date of the Company Reserve Reports in the ordinary course of business.

(h)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to Oil and Gas Properties operated by the Company and its Subsidiaries, all currently producing Wells and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted).

(i)    As of the date of this Agreement, except as set forth on Schedule 4.18(i) of the Company Disclosure Letter, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on the Company or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties for which such operations have not been completed that the Company reasonably anticipates will individually or in the aggregate require expenditures after the Initial Company Merger Effective Time of greater than $10,000,000.

Section 4.19    Environmental Matters. Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(a)    The Company and its Subsidiaries and their respective operations and assets are, and since the Applicable Date have been, in compliance with Environmental Laws, which compliance includes, and since the Applicable Date has included, obtaining, maintaining and complying with all Company Permits required under Environmental Laws for their respective businesses and operations as currently conducted, including current ownership or occupancy of any real property;

(b)    Neither the Company nor any of its Subsidiaries is subject to any outstanding order, consent or other agreement with any Governmental Entity relating to alleged violations of,

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or liability arising under, Environmental Laws, and the Company and its Subsidiaries (and their respective properties and operations) are not subject to any pending or, to the Company’s knowledge, threatened Proceedings under Environmental Laws;

(c)    Neither the Company nor any of its Subsidiaries has exposed any Person to, disposed of, arranged for or permitted the disposal of, transported or Released, or owned or operated any property or facility that is or has been contaminated by, any Hazardous Materials, in each case, in a manner or under conditions giving rise to a current remedial liability or obligation of the Company or its Subsidiaries under Environmental Laws;

(d)    Neither the Company nor any of its Subsidiaries has received any written notice asserting a violation of, or liability or obligation under, any Environmental Laws, including with respect to any Release of any Hazardous Materials at or from any property currently owned or operated by the Company, by or in connection with the Company’s operations, or at or from any offsite location where Hazardous Materials from the Company’s or its Subsidiaries’ operations have been sent for treatment, disposal, storage or handling, in each case that remains unresolved; and

(e)    Except for customary indemnities in standard service agreements, neither the Company nor any of its Subsidiaries has contractually assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any liability of any other Person under any Environmental Law that remains outstanding.

The representations and warranties in Section 4.4 and this Section 4.19 represent the sole and exclusive representations and warranties of the Company and its Subsidiaries with respect to compliance with or liability under Environmental Laws, Company Permits issued thereunder, or with respect to Hazardous Materials.

Section 4.20    Material Contracts.

(a)    Schedule 4.20 of the Company Disclosure Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as of the date of this Agreement, of:

(i)    each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) to which the Company or any of its Subsidiaries is a party;

(ii)    each Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with respect to which the Company reasonably expects that the Company and its Subsidiaries will make or receive payments in any calendar year in excess of $20,000,000 or aggregate payments in excess of $30,000,000, in each case other than (A) any Contract providing for the purchase or sale by the Company or any of its Subsidiaries of Hydrocarbons, or related to Hydrocarbons, produced water or freshwater or Contracts for gathering, processing, transportation, treating, storage, blending or similar midstream services (each, a “Company Marketing Contract”), or (B) master services agreements and similar agreements;

(iii)    each Contract (other than agreements solely between or among the Company and its Subsidiaries) (A) evidencing Indebtedness of the Company or any of its

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Subsidiaries or (B) that creates a capitalized lease obligation of the Company or any of its Subsidiaries, in each case with an aggregate principal amount in excess of $20,000,000;

(iv)    each Contract to which the Company or any Subsidiary of the Company is a party that (A) requires the Company or any Subsidiary of the Company to conduct any business on a “most favored nations” basis with any third party or (B) provides for “exclusivity” or any similar requirement in favor of any third party, except in the case of each of clauses (A) and (B), for such restrictions, requirements and provisions that are not material to the Company and its Subsidiaries or that relate to acreage dedications;

(v)    each Contract that (A) purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after the Initial Company Merger Effective Time, Parent or its Subsidiaries) may engage or the locations in which any of them may so engage in any business (including any contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision) or (B) could require the disposition of any material assets or line of business of the Company or any of its Subsidiaries (or, after the Initial Company Merger Effective Time, Parent or its Subsidiaries);

(vi)    each Contract for any Derivative Transaction;

(vii)    any Company Marketing Contract which is not terminable without penalty or other payment upon 90 days’ or less notice and (A) that would reasonably be expected to involve payments in excess of $10,000,000 in any calendar year, (B) that contains acreage dedications other than wellbore-only dedications or (C) that contains minimum volume commitments or capacity reservation fees that would reasonably be expected to involve payments, taken as a whole, of more than $1,000,000 in any calendar year;

(viii)    any acquisition or divestiture Contract that contains “earn out” or other similar contingent payment obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report), that would reasonably be expected to result in annual payments by or to the Company or any of its Subsidiaries in excess of $5,000,000;

(ix)    each Contract for lease of personal property or real property (other than Oil and Gas Properties and Contracts related to drilling rigs) involving payments in excess of $5,000,000 in any calendar year that are not terminable without penalty or other liability to the Company (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination) within ninety (90) days;

(x)    each Contract that would reasonably be expected to require the disposition of any assets or line of business of the Company or its Subsidiaries (or, after the Initial Company Merger Effective Time, Parent or its Subsidiaries) for which the aggregate consideration (or the fair market value of such consideration, if non-cash) exceeds $5,000,000;

(xi)    each Contract involving the pending acquisition or sale of (or option to purchase or sell) any of the assets or properties of the Company or its Subsidiaries (including any Oil and Gas Properties but excluding purchases and sales of Hydrocarbons), taken as a whole, for which the aggregate consideration (or the fair market value of such consideration, if non-cash) exceeds $5,000,000;

(xii)    each material joint venture agreement, other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of the Company or

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that are exclusively among (a) the Company and any of its wholly owned Subsidiaries or (b) Heat OpCo and any of its wholly owned Subsidiaries;

(xiii)    each agreement for the employment or engagement of any current or former employee, officer, director or other individual service provider of the Company or any Subsidiary thereof that (A) provides for (1) annual compensation that could exceed $150,000; (2) payment of any severance benefits; or (3) any change in control, retention or other payments that would be triggered solely by the consummation of the Transactions contemplated hereunder; or (B) cannot be terminated upon thirty (30) days’ notice or less without further payment, liability or obligation;

(xiv)    each Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement;

(xv)    each Contract relating to a Company Related Party Transaction; and

(xvi)    each joint development agreement, exploration agreement, participation, farmout, farmin or similar Contract, excluding joint operating agreements, that would reasonably be expected to require the Company or any of its Subsidiaries to make expenditures in excess of $20,000,000 in any one calendar year period.

(b)    Collectively, the Contracts described in Section 4.20(a) are herein referred to as the “Company Contracts,” including, for the avoidance of doubt, any Company Marketing Contract responsive under Section 4.20(a)(vii). A complete and correct copy of each of the Company Contracts (other than the Company Marketing Contracts) has been made available to Parent. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries, or, to the knowledge of the Company, any other party thereto. There are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Contract to terminate for default, convenience or otherwise any Company Contract, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.21    Insurance. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the material insurance policies held by the Company or any of its Subsidiaries (collectively, the “Material Company Insurance Policies”) is in full force and effect on the date of this Agreement. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all premiums payable under the Material Company Insurance Policies prior to the date of this Agreement have been duly paid to date, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action

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that (including with respect to the Transactions), with notice or lapse of time or both, would constitute a breach or default, or permit a termination of any of the Material Company Insurance Policies. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, no written notice of cancellation or termination has been received with respect to any Material Company Insurance Policy.

Section 4.22    Derivative Transactions and Hedging.

All Derivative Transactions of the Company and its Subsidiaries in effect as of the date hereof were, and any Derivative Transactions entered into after the date of this Agreement will be, entered into in all material respects in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and its Subsidiaries; and

The Company and its Subsidiaries have duly performed in all material respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the knowledge of the Company, there are no material breaches, violations, collateral deficiencies, requests for collateral or demands for payment (except for ordinary course margin deposit requests), or defaults or allegations or assertions of such by any party thereunder.

(a)    The Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of the Company or its Subsidiaries, as of the dates reflected therein.

Section 4.23    Opinion of Financial Advisor. The Company Board has received the opinion of RBC Capital Markets, LLC (the “Company FA”) addressed to the Company Board to the effect that, as of the date of such opinion and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by the Company FA as set forth therein, the Exchange Ratio provided for in the Initial Company Merger is fair, from a financial point of view, to the holders of the Eligible Class A Shares.

Section 4.24    Brokers. Except for the fees and expenses payable to the advisors set forth on Schedule 4.24 of the Company Disclosure Letter, no broker, investment banker, advisor, or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.

Section 4.25    Related Party Transactions. Except as set forth on Schedule 4.25 of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is party to any transaction or arrangement under which any (a) present or former executive officer or director of the Company or any of its Subsidiaries, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of any class of the equity securities of the Company or any of its Subsidiaries whose status as a 5% holder is known to the Company as of the date of this Agreement or (c) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing Persons described in clause (a) or (b) (but only, with

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respect to the Persons in clause (b), to the knowledge of the Company), in each case as would be required to be disclosed by the Company pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act (each of the foregoing, a “Company Related Party Transaction”).

Section 4.26    Regulatory Matters.

(a)     The Company is not  (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940 or (ii) a “holding company,” a “subsidiary company” of a “holding company,” an Affiliate of a “holding company,” a “public utility” or a “public-utility company,” as each such term is defined in the U.S. Public Utility Holding Company Act of 2005.

(b)    Except as set forth on Schedule 4.26 of the Company Disclosure Letter, neither the Company nor any of the Company’s Subsidiaries owns, holds, or operates any refined petroleum product, crude oil, natural gas, liquefied natural gas, natural gas liquid or other pipelines, lateral lines, pumps, pump stations, storage facilities, terminals, processing plants and other related operations, assets, machinery or equipment that are subject to (i) regulation by the U.S. Federal Energy Regulatory Commission under the Natural Gas Act of 1938, Natural Gas Policy Act of 1978, or the Interstate Commerce Act, in each case as amended, or (ii) rate regulation or comprehensive nondiscriminatory access regulation by any other federal agency or under the Laws of any state or other local jurisdiction.

Section 4.27    Takeover Laws. Assuming the accuracy of the representations and warranties set forth in Section 5.29, the approval of the Company Board of this Agreement and the Transactions represents all the action necessary to render inapplicable to this Agreement and the Transactions the restrictions of any Takeover Law or any anti-takeover provision in the Company’s Organizational Documents that is applicable to the Company, the shares of Company Common Stock, this Agreement or the Transactions.

Section 4.28    Tax Treatment. Neither the Company nor any of its Subsidiaries is aware, after reasonable diligence, of the existence of any fact or circumstance, or has taken or agreed to take any action, that could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment.

Section 4.29    No Additional Representations.

(a)    Except for the representations and warranties made in this Article IV, none of the Company Parties or any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company Parties nor any other Person makes or has made any representation or warranty to any Parent Party or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company Parties in this Article IV, any oral or written information presented to any Parent Party or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 4.29 shall limit any Parent Party’s remedies with respect to claims of fraud arising from or relating to the express written

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representations and warranties made by the Company Parties in this Article IV. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 4.29 shall waive, disclaim or supersede in any manner the representations and warranties made by the parties to the Company Support Agreement that are expressly set forth in the Company Support Agreement.

(b)    Notwithstanding anything contained in this Agreement to the contrary, the Company Parties acknowledge and agree that none of the Parent Parties or any other Person has made or is making any representations or warranties relating to Parent or its Subsidiaries (including Merger Sub I, Merger Sub II and Pacers OpCo) whatsoever, express or implied, beyond those expressly given by the Parent and Pacers OpCo in Article V, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company or any of its Representatives and that none of the Company Parties has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Mergers or the other Transactions) and that none of the Company Parties has relied on any such other representation or warranty not set forth in this Agreement.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES

Except as set forth in the disclosure letter dated as of the date of this Agreement and delivered by each of the Parent Parties to the Company Parties on or prior to the date of this Agreement (the “Parent Disclosure Letter”) and except as disclosed in the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) filed with or furnished to the SEC and available on EDGAR, since January 1, 2022 and prior to the date of this Agreement (excluding any disclosures set forth or referenced in any risk factor section or in any other section, in each case, to the extent they are forward-looking statements or cautionary, predictive, non-specific or forward-looking in nature (but, for clarity, including any historical factual information contained within such headings, disclosure or statements)), Parent and Pacers OpCo jointly and severally represent and warrant to each of the Company Parties as follows:

Section 5.1    Organization, Standing and Power. Each of Parent and its Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, with all requisite entity power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of Parent’s Subsidiaries, where the failure to be so organized or to have such power, authority or standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). Each of Parent and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has heretofore made available to the Company complete and correct copies of its Organizational Documents and the Organizational Documents of each Subsidiary of Parent, each as amended prior to the execution of this Agreement, and each as made available to Parent is in full force and effect, and neither Parent nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

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Section 5.2    Capital Structure.

(a)    The authorized capital stock of Parent consists of (i) 1,000,000,000 shares of Parent Class A Common Stock, (ii) 500,000,000 shares of Parent Class C Common Stock and (iii)  1,000,000 shares of preferred stock, par value $0.0001 per share (collectively, the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on the Measurement Date: (A) 321,840,109 shares of Parent Class A Common Stock were issued and outstanding and approximately 308,784,914 shares of Parent Class A Common Stock were reserved for issuance, (B) 244,127,559 shares of Parent Class C Common Stock were issued and outstanding and (C) no shares of Parent Preferred Stock were issued and outstanding.

(b)    As of the close of business on the Measurement Date, (i) there are (A) 244,127,559 shares of Parent Class A Common Stock issuable upon redemption of the outstanding Pacers OpCo Units, (B) 5,934,436 shares of Parent Class A Common Stock subject to outstanding Parent Restricted Shares, (C) 4,415,863 shares of Parent Class A Common Stock subject to outstanding Parent PSUs, assuming the target level of performance, and (D) 1,115,299 shares of Parent Class A Common Stock subject to outstanding Parent Options; (ii) 369,374,977 shares of Parent Class A Common Stock remain available for issuance, including 24,275,813 shares of Parent Class A Common Stock pursuant to the Parent Equity Plan; (iii) there are 565,967,668 Pacers OpCo Units issued and outstanding, of which Parent and its Subsidiaries collectively own 321,840,109 Pacers OpCo Units, and Schedule 5.2(b) of the Parent Disclosure Letter sets forth all securities of Pacers OpCo as of the close of business on the Measurement Date by holder, including any securities convertible into or exchangeable or exercisable for, or measured by reference to, units of Pacers OpCo; and (iv) no Pacers OpCo Preferred Units are issued and outstanding.

(c)    As of the close of business on the Measurement Date, except as set forth in this Section 5.2, there are outstanding: (i) no shares of Parent Capital Stock, Pacers OpCo Membership Interests or any Voting Debt or other voting securities of Parent or Pacers OpCo, as applicable; (ii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Pacers OpCo Membership Interests or any Voting Debt or other voting securities of Parent; and (iii) no options, warrants, restricted shares, restricted share units, stock appreciation rights, performance shares, “phantom” stock, subscriptions, calls, or similar securities or rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, Pacers OpCo Membership Interests or any Voting Debt or other voting securities of Parent or Pacers OpCo, as applicable, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, restricted share, restricted share unit, stock appreciation right, performance share, “phantom” stock, subscription, call, right, commitment or agreement.

(d)    All outstanding shares of Parent Capital Stock and all Pacers OpCo Units have been duly authorized and are validly issued, fully paid and nonassessable (except, in the case of the Pacers OpCo Units, as nonassessability may be affected by matters described in Section 18-607 of the DLLCA) and are not subject to preemptive rights. The shares of Parent Common Stock and Pacers OpCo Units to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable (except, in the case of the Pacers OpCo Units, as

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nonassessability may be affected by matters described in Section 18-607 of the DLLCA) and not subject to preemptive rights. The shares of Parent Common Stock and Pacers OpCo Units to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law, (ii) the Organizational Documents of Parent or Pacers OpCo, as applicable, and (iii) all requirements set forth in applicable Contracts (including the Parent Equity Plan). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent or Pacers OpCo, or a direct or indirect wholly owned Subsidiary of Parent or Pacers OpCo, and are owned free and clear of all Encumbrances, other than Permitted Encumbrances. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent have been duly authorized, validly issued, fully paid and nonassessable (except as nonassessability may be affected by matters described in Section 18-607 of the DLLCA) and all such shares or equity ownership interests are set forth in Schedule 5.2 of the Parent Disclosure Letter. Except for the Parent Support Agreement and the Organizational Documents of Parent and its Subsidiaries, there are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock.

(e)    As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person, in each case other than as set forth on Schedule 5.2(e) of the Parent Disclosure Letter.

(f)    As of the date of this Agreement, the authorized capital stock of Merger Sub I consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

(g)    As of the date of this Agreement, Parent owns all of the outstanding equity interests in Merger Sub II.

Section 5.3    Authority; No Violations; Consents and Approvals.

(a)    Each of the Parent Parties has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which any Parent Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Parent Stockholder Approval, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Parent Parties and each other Transaction Document to which any Parent Party is a party and the consummation by each Parent Party of the Transactions have been duly authorized by all necessary action on the part of each of Parent (subject, only with respect to the Parent Stock Issuance, to obtaining Parent Stockholder Approval), Merger Sub I (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub I, which shall occur immediately after the execution and delivery of this Agreement) and Merger Sub II, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Parent Party is a party has been duly executed and delivered by each applicable Parent Party, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Parent Party is a party by the other parties hereto and thereto, constitutes a valid and binding obligation of the applicable Parent Party enforceable against the applicable Parent Parties, in accordance with its

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terms, subject as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent, (ii) approved the execution, delivery and performance by Parent of this Agreement and the consummation of the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of shares of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Mergers, are fair to, and in the best interests of, Merger Sub I and the sole stockholder of Merger Sub I and (B) approved and declared advisable this Agreement and the Transactions, including the Mergers. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub I, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub I. Parent, as the sole member of Merger Sub II and the Managing Member and Majority Member (as such terms are defined in the Pacers OpCo LLC Agreement) of Pacers Opco, approved and declared advisable this Agreement and the Transactions, including the OpCo Merger. Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance.

(b)    The execution, delivery and performance of this Agreement and each other Transaction Document to which any Parent Party is a party does not, and the consummation of the Transactions will not (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of Parent (assuming that Parent Stockholder Approval is obtained) or any of its Subsidiaries (including Merger Sub I and Merger Sub II), (ii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Parent or any of its Subsidiaries is a party or by which Parent, Merger Sub I or Merger Sub II or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and Parent Stockholder Approval has been obtained, contravene, conflict with or result in a breach or violation of any Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(c)    Except for this Agreement, the Parent Parties are not party to any contract, arrangement or other commitment that would or would reasonably be expected to entitle any Person to appoint one or more directors to the Parent Board.

Section 5.4    Consents. No Consent from any Governmental Entity is required to be obtained or made by any Parent Party or any of their respective Subsidiaries in connection with the execution, delivery and performance of this Agreement or any other Transaction Document to which any Parent Party or Subsidiary thereof is party or the consummation by any of the Parent Parties of the Transactions, except for: (a) any filings of a premerger notification report by Parent under the HSR Act, and the expiration or termination of any applicable waiting periods with respect thereto; (b) the filing with the SEC of (i) the Registration Statement relating to the registration under the Securities Act of the shares of Parent Common Stock to be issued under

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this Agreement, (ii) the Joint Proxy Statement/Prospectus relating to the Company Stockholders Meeting and the Parent Stockholders Meeting which may form part of the Registration Statement and (iii) such reports under the Securities Act, the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (c) the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware; (d) filings with the NYSE; (e) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws or Takeover Laws; and (f) any such Consent that the failure to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 5.5    Parent SEC Documents; Financial Statements.

(a)    Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)    The financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein.

(c)    Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions

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regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Sarbanes-Oxley Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Section 5.6    Absence of Certain Changes or Events.

(a)    Since December 31, 2022, there has not been any Parent Material Adverse Effect or any event, change, effect or development that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.

(b)    From the Balance Sheet Date through the date of this Agreement:

(i)    Parent and its Subsidiaries have conducted their business in the ordinary course of business in all material respects;

(ii)    there has not been any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by Parent or any of its Subsidiaries, including the Oil and Gas Properties of Parent and its Subsidiaries, whether or not covered by insurance; and

(iii)    neither Parent nor any of its Subsidiaries has undertaken any action that would be prohibited by Section 6.2(b)(i)(A) or Section 6.2(b)(iv) - Section 6.2(b)(viii) if such provisions were in effect at all times since the Balance Sheet Date.

Section 5.7    No Undisclosed Material Liabilities. There are no liabilities of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities to the extent adequately provided for on the balance sheet of Parent (i) dated as of December 31, 2022 (including the notes thereto) contained in Parent’s Annual Report on Form 10-K for the twelve (12) months ended December 31, 2022 or (ii) dated as of June 30, 2023 (including the notes thereto) contained in the Company’s Quarterly Report on Form 10-Q for the six (6) months ended June 30, 2023; (b)  liabilities incurred in the ordinary course of business consistent with past practice subsequent to December 31, 2022; (c) liabilities incurred in connection with the Transactions; (d) liabilities incurred as expressly permitted or required under this Agreement; and (e) liabilities

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that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 5.8    Information Supplied. None of the information supplied or to be supplied by the Parent Parties for inclusion or incorporation by reference in (a) the Registration Statement shall, at the time such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Section 5.9    Parent Permits; Compliance with Applicable Law.

(a)    Parent and its Subsidiaries hold and at all times since the Applicable Date have held all permits, licenses, certifications, registrations, Consents, authorizations, variances, exemptions, orders, franchises and approvals of all Governmental Entities necessary to own, lease and operate their respective properties and assets and for the lawful conduct of their respective businesses as they were or are now being conducted, as applicable (collectively, the “Parent Permits”), and have paid all fees and assessments due and payable in connection therewith, except where the failure to so hold or make such a payment has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect and no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, and Parent and its Subsidiaries are in compliance with the terms of the Parent Permits, except where the failure to be in full force and effect or failure to so comply has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b)    The businesses of Parent and its Subsidiaries and, with respect to the business and Oil and Gas Properties of Parent and its Subsidiaries that are operated by third parties, to the knowledge of Parent, are not currently being conducted, and at no time since the Applicable Date have been conducted, in violation of any applicable Law, except, in each case, for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of Parent, threatened, other than those the outcome of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 5.10    Compensation; Benefits.

(a)    Set forth on Schedule 4.10(a) of the Parent Disclosure Letter is a list, as of the date hereof, of all of the material Parent Benefit Plans.

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(b)    Each material Parent Benefit Plan has been established, funded, administered and maintained in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(c)    There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Parent, threatened against, on behalf of or with respect to, any of the Parent Benefit Plans, except for such Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no Proceedings by a Governmental Entity on behalf of or with respect to any of the Parent Benefit Plans, except for such Proceedings that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(d)    Each Parent Benefit Plan that is or was intended to be qualified under Section 401(a) of the Code has received a current favorable determination letter or may rely upon a current opinion or advisory letter from the Internal Revenue Service and to the knowledge of Parent nothing has occurred that would reasonably be expected to adversely affect the qualification or Tax exemption of any such Parent Benefit Plan. The Parent and its Subsidiaries have not incurred any material liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code.

(e)    Neither the Parent nor any of its Subsidiaries sponsors, maintains, contributes to or has an obligation to contribute to (including on account of any member of their Aggregated Group) or has any current or contingent liability or obligation under or with respect to, and no Parent Benefit Plan is, a plan that is: (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA or Section 412 of the Code; (ii) a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; or (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). Neither the Parent nor any of its Subsidiaries has any current or contingent liability or obligation as a consequence of at any time being considered a single employer with any other Person under Section 414 of the Code.

(f)    Other than continuation coverage pursuant to Section 4980B of the Code or any similar state Law for which the recipient pays the full premium cost of coverage, no Parent Benefit Plan provides and the Parent and its Subsidiaries have no current or potential obligation to provide retiree, post-employment, post-ownership, or post-service medical, disability, life insurance or other welfare benefits to any Person.

Section 5.11    Labor Matters.

(a)    Neither Parent nor any of its Subsidiaries is a party to or bound by any Labor Agreement and no employee of Parent or any of its Subsidiaries is represented by any labor union, works council, or similar labor organization or employee representative body with respect to his or her employment with Parent or its Subsidiary. There is no, and since the Applicable Date there has been no, pending or, to the knowledge of Parent, threatened union representation petition involving employees of Parent or any of its Subsidiaries. To the knowledge of Parent, there are no, and since the Applicable Date there have not been any, union organizing activities with respect to any employees of Parent or its Subsidiaries.

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(b)    There is, and since the Applicable Date there has been, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling unfair labor practice charges, labor arbitration, material labor grievances, or other material labor dispute pending, or, to the knowledge of Parent, threatened, against or involving Parent or any of its Subsidiaries.

(c)    There is, and since the Applicable Date there has been, no actual, or to the knowledge of Parent, threatened unfair labor practice charges, labor arbitration, material labor grievances, strike, lockout, concerted work stoppage, organized labor slowdown or any other material labor related Proceedings against or by Parent or any of its Subsidiaries.

(d)    Parent and its Subsidiaries are, and since the Applicable Date have been, in compliance in all respects with all applicable Laws respecting labor, employment and employment practices, including all such Laws respecting terms and conditions of employment, wages and hours, worker classification (including the classification of exempt and non-exempt employees and of independent contractors), discrimination, retaliation, harassment, workers’ compensation, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), recordkeeping, whistleblowing, disability rights or benefits, equal opportunity, pay transparency, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave (including family and medical leave) issues, child labor, unemployment insurance, and occupational health and safety requirements, in each case other than any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are, and since the Applicable Date there have been, no Proceedings pending or, to the knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any of the foregoing applicable Laws, or alleging breach of any express or implied Contract of employment, other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since the Applicable Date, neither Parent nor any of its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to Parent or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(e)    Parent and each of its Subsidiaries have reasonably investigated all sexual harassment, or other discrimination, retaliation, or policy violation allegations of which any of them is or, within the past three years, has been made aware. With respect to each such allegation with potential merit, Parent and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. Parent and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors or agents of Parent and its Subsidiaries that, if known to the public, would bring Parent and its Subsidiaries into material disrepute.

Section 5.12    Taxes.

(a)    Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:

(i)    All Tax Returns required to be filed by Parent or any of its Subsidiaries have been duly and timely filed (taking into account valid extensions of time for filing), and all

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such Tax Returns are complete and accurate in all respects. All Taxes that are due and payable by Parent or any of its Subsidiaries have been duly and timely paid or adequate reserves in respect thereof have been established on the financial statements of Parent in accordance with GAAP. All withholding Tax requirements imposed on or with respect to payments by Parent or any of its Subsidiaries to employees, creditors or equityholders have been satisfied, and Parent and its Subsidiaries have complied in all respects with all related information reporting and record retention requirements.

(ii)    There is not in force any waiver or agreement for any extension of time for the assessment or payment of any Tax by Parent or any of its Subsidiaries (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business).

(iii)    There is no outstanding claim, assessment or deficiency against Parent or any of its Subsidiaries for any Taxes that has been asserted in writing by any Taxing Authority other than claims being contested in good faith through appropriate proceedings and for which adequate reserves have been established on the financial statements of Parent in accordance with GAAP.

(iv)    There is no audit, investigation or other similar Proceeding currently being conducted or, to the knowledge of Parent, threatened with respect to any Taxes or Tax Returns of Parent or any of its Subsidiaries.

(v)    Neither Parent nor any of its Subsidiaries has been a member of an affiliated, consolidated, combined, unitary or similar group for purposes of filing any Tax Return (other than a group the common parent of which is Parent or any of its Subsidiaries) or has any liability for Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations § 1.1502-6 (or any similar provision of U.S. state or local or non-U.S. Law), as a transferee or successor, by reason of assumption or by operation of Law.

(vi)    No written claim has been made by any Taxing Authority in a jurisdiction where Parent or any of its Subsidiaries does not currently file a Tax Return or pay Taxes that Parent or such Subsidiary is or may be subject to any Tax or required to file any Tax Return in such jurisdiction.

(vii)    There are no Encumbrances for Taxes on any of the assets of Parent or any of its Subsidiaries, except for Permitted Encumbrances with respect to Taxes.

(viii)    Neither Parent nor any of its Subsidiaries is a party to, has any obligation under or is bound by any Tax allocation, sharing or indemnity Contract or arrangement pursuant to which it will have any potential liability to any Person after the Initial Company Merger Effective Time (excluding (A) any Contract or arrangement solely between or among Parent and/or any of its Subsidiaries, and (B) any customary provisions contained in any commercial agreement entered into in the ordinary course of business).

(ix)    Neither Parent nor any of its Subsidiaries has participated, or is currently participating, in a “listed transaction,” as defined in Treasury Regulations § 1.6011-4(b)(2).

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(x)    Neither Parent nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) in the two (2) years prior to the date of this Agreement.

(xi)    Except as set forth on Schedule 5.12(a)(xi) of the Parent Disclosure Letter, each Subsidiary of Pacers OpCo is, and has been since its formation, properly classified as a partnership (and not as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code) or disregarded entity for U.S. federal (and applicable state and local) income tax purposes.

(b)    Merger Sub II is, and has been since its formation, properly classified as an entity disregarded as separate from Parent for U.S. federal income tax purposes. Pacers OpCo is, and has been since its formation, properly classified as a partnership (and not as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code) or disregarded entity for U.S. federal (and applicable state and local) income tax purposes.

Section 5.13    Litigation. Except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there is, and since the Applicable Date there has been, no (a) Proceeding pending, or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries or any of their Oil and Gas Properties or (b) judgment, decree, injunction, ruling, order, writ, stipulation, determination or award of any Governmental Entity or arbitrator outstanding against Parent or any of its Subsidiaries. Except as set forth on Schedule 5.13 of the Parent Disclosure Letter, as of the date hereof, no officer or director of Parent is a defendant in any Proceeding in connection with his or her status as an officer or director of Parent or any of its Subsidiaries.

Section 5.14    Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and with respect to clauses (a) and (b), except with respect to any of Parent’s Oil and Gas Properties, (a) Parent and its Subsidiaries have good, valid and defensible title to all material real property owned by the Company or any of its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all material real property leased or subleased or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Parent or any Subsidiary of Parent (collectively, including the improvements thereon, the “Parent Material Leased Real Property” and, together with the Parent Owned Real Property, the “Parent Material Real Property”) free and clear of all Encumbrances and defects and imperfections, except Permitted Encumbrances; (b) each agreement under which Parent or any Subsidiary of Parent is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Parent Material Leased Real Property (each, a “Parent Material Real Property Lease”) is, to the knowledge of Parent, in full force and effect and is valid and enforceable against the parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, has received written notice of any default under any Parent Material Real Property Lease; and (c) as of the date of this Agreement there does not exist any pending or, to the knowledge of Parent, threatened, condemnation or eminent domain Proceedings that affect any of Parent’s Oil and Gas Properties, Parent Owned Real Property or Parent Material Leased Real Property.

Section 5.15    Rights-of-Way. Each of Parent and its Subsidiaries has such Rights-of-Way as are sufficient to conduct its business as presently conducted in the ordinary course, and subject to the limitations, qualifications, reservations and Encumbrances contained in any Parent SEC Document, except for such Rights-of-Way, the absence of which would not reasonably be

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expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights-of-Way and conduct their business in a manner that does not violate any of the Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All pipelines operated by Parent and its Subsidiaries are located on or are subject to valid Rights-of-Way, or are located on real property owned or leased by Parent, and there are no gaps (including any gap arising as a result of any breach by Parent or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 5.16    Oil and Gas Matters.

(a)    Except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in the reserve report prepared by the Parent Reserve Engineer relating to Parent’s interests referred to therein and dated as of December 31, 2022 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than transactions effected after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (1) entitles Parent (and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties (other than decreases in connection with operations in which Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, in each case, to the extent occurring after the date of the Parent Reserve Report), (2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive difference between such actual percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties) and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

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(b)    Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Reserve Engineer relating to Parent’s interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to the Parent Reserve Engineer’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided (or modified or amended prior to the issuance of the Parent Reserve Reports), accurate in all respects. To the Parent’s knowledge, any assumptions or estimates provided by the Parent’s Subsidiaries to the Parent Reserve Engineer in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to the Parent at the time such assumptions or estimates were made. Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Reserve Engineer, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(c)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person under (or otherwise with respect to) any Oil and Gas Leases owned or held by Parent or any of its Subsidiaries have been properly and timely paid or contested in good faith in the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. To the knowledge of Parent, Schedule 5.16(c) of the Parent Disclosure Letter sets forth all the material Oil and Gas Leases where (1) the primary term thereof is scheduled to expire by the express terms thereof (in whole or in part) at any time prior to the one year anniversary of the date of this Agreement and (2) in which the primary term is not currently being perpetuated by production in paying quantities, operations or other terms of the applicable Oil and Gas Leases.

(d)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner (other than those being contested in good faith in the ordinary course of

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business) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Wells. Neither Parent nor any of its Subsidiaries (i) is obligated by virtue of a take-or-pay payment, advance payment or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery or (ii) has any material transportation, processing or plant imbalance, and no Person has given notice that any such imbalance constitutes all of the relevant Person’s ultimately recoverable reserves from a balancing area.

(e)    All of the Wells and all water, CO2, injection or other wells located on the Oil and Gas Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Lease(s), the applicable Contracts entered into by Parent or any of its Subsidiaries related to such Wells and such other wells and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such Wells and such other wells that were drilled and completed (and plugged and abandoned, if applicable) by Parent or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(f)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, tag-along, right of first refusal, Consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions.

(g)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Parent and its Subsidiaries, taken as a whole and is not reflected in the Parent Reserve Reports or where such election not to participate in such operation or activity was made after the date of the Parent Reserve Reports in the ordinary course of business.

(h)    Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to Oil and Gas Properties operated by Parent and its Subsidiaries, all currently producing Wells and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted).

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(i)    As of the date of this Agreement, except as set forth on Schedule 5.16(i) of the Parent Disclosure Letter, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on Parent or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties for which such operations have not been completed that Parent reasonably anticipates will individually or in the aggregate require expenditures after the Initial Company Merger Effective Time of greater than $20,000,000.

Section 5.17    Environmental Matters. Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:

(a)    The Parent and its Subsidiaries and their respective operations and assets are, and since the Applicable Date have been, in compliance with Environmental Laws, which compliance includes, and since the Applicable Date has included, obtaining, maintaining and complying with all Company Permits required under Environmental Laws for their respective businesses and operations as currently conducted, including current ownership or occupancy of any real property;

(b)    Neither the Parent nor any of its Subsidiaries is subject to any outstanding order, consent or other agreement with any Governmental Entity relating to alleged violations of, or liability arising under, Environmental Laws, and the Parent and its Subsidiaries (and their respective properties and operations) are not subject to any pending or, to the Company’s knowledge, threatened Proceedings under Environmental Laws;

(c)    Neither Parent nor any of its Subsidiaries has exposed any Person to, disposed of, arranged for or permitted the disposal of, transported or Released, or owned or operated any property or facility that is or has been contaminated by, any Hazardous Materials, in each case, in a manner or under conditions giving rise to a current remedial liability or obligation of Parent or its Subsidiaries under Environmental Laws;

(d)    Neither Parent nor any of its Subsidiaries has received any written notice asserting a violation of, or liability or obligation under, any Environmental Laws, including with respect to any Release of any Hazardous Materials at or from any property currently owned or operated by Parent, by or in connection with Parent’s operations, or at or from any offsite location where Hazardous Materials from Parent’s or its Subsidiaries’ operations have been sent for treatment, disposal, storage or handling, in each case that remains unresolved; and

(e)    Except for customary indemnities in standard service agreements, neither Parent nor any of its Subsidiaries has contractually assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any liability of any other Person under any Environmental Law that remains outstanding.

(f)    The representations and warranties in Section 5.4 and this Section 5.17 represent the sole and exclusive representations and warranties of the Parent and its Subsidiaries with respect to compliance with or liability under Environmental Laws, Parent Permits issued thereunder, or with respect to Hazardous Materials.

Section 5.18    Material Contracts.

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(a)    Schedule 5.18 of the Parent Disclosure Letter, together with the lists of exhibits contained in the Parent SEC Documents, sets forth a true and complete list, as of the date of this Agreement, of:

(i)    each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) to which Parent or any of its Subsidiaries is a party;

(ii)    each Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with respect to which Parent reasonably expects that Parent and its Subsidiaries will make or receive payments in any calendar year in excess of $40,000,000 or aggregate payments in excess of $60,000,000, in each case other than (A) any Contract providing for the purchase or sale by the Company or any of its Subsidiaries of Hydrocarbons, or related to Hydrocarbons, produced water or freshwater or Contracts for gathering, processing, transportation, treating, storage, blending or similar midstream services (each, a “Parent Marketing Contract”) or (B) master services agreements and similar agreements;

(iii)    each Contract (other than agreements solely between or among Parent and its Subsidiaries) (A) evidencing Indebtedness of Parent or any of its Subsidiaries or (B) that creates a capitalized lease obligation of Parent or any of its Subsidiaries, in each case with an aggregate principal amount in excess of $40,000,000;

(iv)    each Contract to which Parent or any Subsidiary of Parent is a party that (A) requires Parent or any Subsidiary of Parent to conduct any business on a “most favored nations” basis with any third party or (B) provides for “exclusivity” or any similar requirement in favor of any third party, except in the case of each of clauses (A) and (B), for such restrictions, requirements and provisions that are not material to Parent and its Subsidiaries or that relate to acreage dedications;

(v)    each Contract that (A) purports to limit in any material respect either the type of business in which Parent or any of its Subsidiaries may engage or the locations in which any of them may so engage in any business (including any contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision) or (B) could require the disposition of any material assets or line of business of Parent or its Subsidiaries;

(vi)    each Contract for any Derivative Transaction;

(vii)    any Parent Marketing Contract which is not terminable without penalty or other payment upon 90 days’ or less notice and (A) that would reasonably be expected to involve payments in excess of $20,000,000 in any calendar year, (B) that contains acreage dedications other than wellbore-only dedications or (C) that contains minimum volume commitments or capacity reservation fees that would reasonably be expected to involve payments by Parent and its Subsidiaries, taken as a whole, of more than $2,000,000 in any calendar year;

(viii)    any acquisition or divestiture Contract that contains “earn out” or other similar contingent payment obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of Parent set forth in the Parent Reserve Report), that would reasonably be expected to result in annual payments by or to Parent or any of its Subsidiaries in excess of $10,000,000;

(ix)    each Contract for lease of personal property or real property (other than Oil and Gas Properties and Contracts related to drilling rigs) involving payments in excess of

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$10,000,000 in any calendar year that are not terminable without penalty or other liability to Parent (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination to ) within ninety (90) days;

(x)    each Contract that would reasonably be expected to require the disposition of any assets or line of business of Parent or its Subsidiaries for which the aggregate consideration (or the fair market value of such consideration, if non-cash) exceeds $10,000,000;

(xi)    each Contract involving the pending acquisition or sale of (or option to purchase or sell) any of the assets or properties of Parent or its Subsidiaries (including any Oil and Gas Properties but excluding purchases and sales of Hydrocarbons), taken as a whole, for which the aggregate consideration (or the fair market value of such consideration, if non-cash) exceeds $10,000,000;

(xii)    each material joint venture agreement, other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of Parent or that are exclusively among Parent and its wholly owned Subsidiaries;

(xiii)    each Contract relating to a Parent Related Party Transaction; and

(xiv)    each joint development agreement, exploration agreement, participation, farmout, farmin or similar Contract, excluding joint operating agreements, that would reasonably be expected to require Parent or any of its Subsidiaries to make expenditures in excess of $40,000,000 in any one calendar year period.

(b)    Collectively, the Contracts described in Section 5.18(a) are herein referred to as the “Parent Contracts,” including, for the avoidance of doubt, any Parent Marketing Contract responsive under Section 5.18(a)(vii). A complete and correct copy of each of the Parent Contracts (other than the Parent Marketing Contracts) has been made available to the Company. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Contract is legal, valid, binding and enforceable in accordance with its terms on Parent and each of its Subsidiaries that is a party thereto and, to the knowledge of Parent, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries is in breach or default under any Parent Contract nor, to the knowledge of Parent, is any other party to any such Parent Contract in breach or default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Parent or its Subsidiaries, or, to the knowledge of Parent, any other party thereto. There are no disputes pending or, to the knowledge of Parent, threatened with respect to any Parent Contract and neither Parent nor any of its Subsidiaries has received any written notice of the intention of any other party to any Parent Contract to terminate for default, convenience or otherwise any Parent Contract, nor to the knowledge of Parent, is any such party threatening to do so, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 5.19    Insurance. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each of the material insurance policies held by Parent or any of its Subsidiaries (collectively, the “Material Parent Insurance Policies”) is in full force and effect on the date of this Agreement. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all premiums payable under the Material Parent Insurance Policies prior to the date of this Agreement have been duly paid to date, and neither Parent nor any of its Subsidiaries has taken any action or failed to take any action that (including with respect to the

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Transactions), with notice or lapse of time or both, would constitute a breach or default, or permit a termination of any of the Material Parent Insurance Policies. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, no written notice of cancellation or termination has been received with respect to any Material Parent Insurance Policy.

Section 5.20    Derivative Transactions and Hedging. The Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent attributable to the production and marketing of Parent or its Subsidiaries, as of the dates reflected therein.

Section 5.21    Opinion of Financial Advisor. The Parent Board has received the opinion of Morgan Stanley & Co. LLC (“Parent FA”) addressed to the Parent Board to the effect that, as of the date of such opinion, and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Parent FA as set forth therein, the Merger Consideration to be paid by Parent is fair, from a financial point of view, to Parent.

Section 5.22    Brokers. Except for the fees and expenses payable to the advisors set forth on Schedule 5.22 of the Parent Disclosure Letter, no broker, investment banker, advisor or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent.

Section 5.23    Related Party Transactions. Except as set forth on Schedule 5.23 of the Parent Disclosure Letter, as of the date of this Agreement, neither Parent nor any of its Subsidiaries is a party to any transaction or arrangement under which any (a) present or former executive officer or director of Parent or any of its Subsidiaries, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of any class of the equity securities of Parent or any of its Subsidiaries whose status as a 5% holder is known to Parent as of the date of this Agreement or (c) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing Persons described in clause (a) or (b) (but only, with respect to the Persons in clause (b), to the knowledge of Parent), in each case as would be required to be disclosed by Parent pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act (each of the foregoing, a “Parent Related Party Transaction”).

Section 5.24    Business Conduct. Merger Sub I was incorporated on August 18, 2023, and Merger Sub II was formed on August 18, 2023. Since the inception of each of Merger Sub I and Merger Sub II, neither entity has engaged in any activity, other than such actions in connection with (x) its organization or formation, as applicable, and (y) the preparation, negotiation and execution of this Agreement and the Transactions. Each of Merger Sub I and Merger Sub II has no operations, has not generated any revenues and has no assets or liabilities other than those incurred in connection with the foregoing and in association with the Mergers as provided in this Agreement.

Section 5.25    Regulatory Matters.

(a)    Parent is not a “holding company,” a “subsidiary company” of a “holding company,” an Affiliate of a “holding company,” a “public utility” or a “public-utility company,” as each such term is defined in the U.S. Public Utility Holdings Company Act of 2005.

(b)    Except as set forth on Schedule 5.25 of the Parent Disclosure Letter, neither Parent nor any of Parent’s Subsidiaries owns, holds, or operates any refined petroleum product,

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crude oil, natural gas, liquefied natural gas, natural gas liquid or other pipelines, lateral lines, pumps, pump stations, storage facilities, terminals, processing plants and other related operations, assets, machinery or equipment that are subject to (i) regulation by the U.S. Federal Energy Regulatory Commission under the Natural Gas Act of 1938, Natural Gas Policy Act of 1978, or the Interstate Commerce Act, in each case as amended, or (ii) rate regulation or comprehensive nondiscriminatory access regulation by any other federal agency or under the Laws of any state or other local jurisdiction.

Section 5.26    Takeover Laws. The approval of the Parent Board of this Agreement and the Transactions represents all the action necessary to render inapplicable to this Agreement and the Transactions the restrictions of any Takeover Law or any anti-takeover provision in Parent’s Organizational Documents that is applicable to Parent, the shares of Parent Common Stock, this Agreement or the Transactions. For the avoidance of doubt, the issuance of the Parent Common Stock and Pacers OpCo Units in connection with the Transactions to a holder of Eligible Shares and any subsequent redemption of Pacers OpCo Units (together with corresponding shares of Parent Class C Common Stock) in exchange for the issuance of Parent Class A Common Stock have been approved by the Parent Board for all purposes under Section 203 of the DGCL.

Section 5.27    Tax Treatment. Neither Parent nor any of its Subsidiaries is aware, after reasonable diligence, of the existence of any fact or circumstance, or has taken or agreed to take any action, that could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment.

Section 5.28    Financing. Parent has, and at the Closing will have, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to fulfill its obligations under this Agreement and to make payment of all amounts to be paid by it hereunder on and after the Closing Date.

Section 5.29    Ownership of Company Capital Stock. Neither Parent nor any of its Subsidiaries own any shares of Company Capital Stock (or other securities convertible into, exchangeable for or exercisable for shares of Company Capital Stock).

Section 5.30    Production. Since January 1, 2023, Parent and its Subsidiaries, taken as a whole, have not produced, sold or marketed on average more than 2,000 barrels per day of waxy crude from the counties set forth on Schedule 5.30 of the Parent Disclosure Letter.

Section 5.31    No Additional Representations.

(a)    Except for the representations and warranties made in this Article V, none of the Parent Parties or any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Parent Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Parent Parties nor any other Person makes or has made any representation or warranty to any Company Party or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Parent Parties in this Article V, any oral or written information presented to any Company Party or any of their respective Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.31 shall limit any Company Party’s remedies with

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respect to claims of fraud arising from or relating to the express written representations and warranties made by the Parent Parties in this Article V. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 5.31 shall waive, disclaim or supersede in any manner the representations and warranties made by the parties to the Parent Support Agreement that are expressly set forth in the Parent Support Agreement.

(b)    Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that none of the Company Parties or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries (including Heat OpCo) whatsoever, express or implied, beyond those expressly given by the Company and Heat OpCo in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, or any of its Representatives and that none of the Parent Parties has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Mergers or the other Transactions) and that none of the Parent Parties has relied on any such other representation or warranty not set forth in this Agreement.

ARTICLE VI
COVENANTS AND AGREEMENTS

Section 6.1    Conduct of the Company Business Pending the Mergers.

(a)    Except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Initial Company Merger Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the ordinary course, including by using reasonable best efforts to preserve substantially intact its present business organization, goodwill and assets and preserve its existing relationships with Governmental Entities and its significant customers, suppliers and others having significant business dealings with it; provided, however, that no action or inaction by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 6.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 6.1(b).

(b)    Except (i) as set forth on Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Initial Company Merger Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall not, and shall cause its Subsidiaries not to:

(i)    (A) subject to Section 6.23, declare, set aside or pay any dividends (whether in cash, stock or property or any combination thereof) on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, the Company or its Subsidiaries, except for (1) dividends and distributions by a wholly owned

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Subsidiary of the Company to the Company or another direct or indirect wholly owned Subsidiary of the Company or by a wholly owned subsidiary of Heat OpCo to Heat OpCo or to another direct or indirect wholly owned Subsidiary of Heat OpCo or (2) tax distributions by Heat OpCo to the extent required by and in accordance with the Heat OpCo LLC Agreement, (B) split, combine or reclassify any capital stock of, or other equity interests in, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for equity interests in the Company or any of its Subsidiaries or (C) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any shares in the capital of, or other equity interests in, the Company or any Subsidiary of the Company, other than in the case of clause (C), in respect of (I) any Company RSUs and Company PSUs outstanding as of the date hereof, in accordance with the terms of the Company Equity Plan and applicable award agreements in effect as of the date hereof or (II) a non-cash exchange or redemption of Heat OpCo Units (together with shares of Company Class B Common Stock) in accordance with the Heat OpCo LLC Agreement;

(ii)    offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, the Company or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (A) the issuance of shares of Company Class A Common Stock upon the vesting or lapse of any restrictions on any awards granted under the Company Equity Plan and outstanding on the date hereof in accordance with their terms in effect as of the date hereof, and the issuance of corresponding Heat OpCo Units to the Company in accordance with the Heat OpCo LLC Agreement, (B) issuances by a wholly owned Subsidiary of Heat OpCo of such Subsidiary’s capital stock or other equity interests to Heat OpCo or any other wholly owned Subsidiary of Heat OpCo or issuances by a direct or indirect wholly owned Subsidiary of the Company of such Subsidiary’s capital stock or other equity interests to the Company or any other wholly owned Subsidiary of the Company and (C) issuances in connection with an exchange or redemption of Heat OpCo Units (together with shares of Company Class B Common Stock) in accordance with the Heat OpCo LLC Agreement;

(iii)    amend or propose to amend (A) the Company’s Organizational Documents or (B) the Organizational Documents of any of the Company’s Subsidiaries;

(iv)    (A) merge, consolidate, combine or amalgamate with any Person other than mergers between wholly owned Subsidiaries of the Company or between wholly owned Subsidiaries of Heat OpCo or (B) acquire or agree to acquire or make an investment in (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, licensing, or by any other manner) any assets, properties, operations or businesses or any corporation, partnership, association or other business organization or division thereof, other than in the case of clause (B), (x) acquisitions or investments for which the consideration is less than $30,000,000 in the aggregate or that are otherwise in connection with asset swaps permitted by Section 6.1(b)(v), (y) acquisitions of inventory, equipment, materials, consumables or other similar assets in the ordinary course of business or pursuant to an existing Contract in effect on the date of this Agreement and set forth on Schedule 6.1(b)(iv) of the Company Disclosure Letter or (z) licenses in the ordinary course of business;

(v)    sell, lease, swap, exchange, transfer, farmout, license, Encumber (other than Permitted Encumbrances), or otherwise dispose of, or agree to sell, lease, swap, exchange, transfer, farmout, license, Encumber (other than Permitted Encumbrances), or otherwise dispose of, any material portion of its assets or properties, other than (A) pursuant to a Contract in effect on the date of this Agreement and set forth on Schedule 6.1(b)(v) of the Company Disclosure

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Letter, (B) sales, leases, exchanges or dispositions for which the consideration is less than $10,000,000 in the aggregate, (C) sales, swaps, exchanges, transfers or dispositions among the Company or Heat OpCo and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Heat OpCo, (D) sales or dispositions of obsolete or worthless equipment, inventory, materials or consumables, in the ordinary course of business consistent with past practice, (E) the sale of Hydrocarbons in the ordinary course of business or (F) swaps of assets or property, which may include cash consideration, up to $10,000,000 in the aggregate;

(vi)    authorize, recommend, propose, enter into, adopt a plan or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, other than such transactions among wholly owned Subsidiaries of the Company or among wholly owned Subsidiaries of Heat OpCo;

(vii)    change in any material respect its financial accounting principles, practices or methods that would materially affect the consolidated assets, liabilities or results of operations of the Company and its Subsidiaries, except as required by GAAP, COPAS or applicable Law;

(viii)     (A) make, change or revoke any material Tax election (but excluding any election that must be made periodically and is made consistent with past practice), (B) change an annual Tax accounting period, (C) change any material Tax accounting method, (D) file any material amended Tax Return, (E) enter into any material closing agreement with respect to Taxes, (F) settle or compromise any material Proceeding with respect to Taxes, (G) surrender any right to claim a material Tax refund or (H) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any material Taxes (other than extensions of time to file Tax Returns obtained in the ordinary course of business);

(ix)    except as required by an existing Company Benefit Plan as in effect on the date hereof, (A)  increase the compensation or benefits payable or to become payable to any of its directors, officers, employees or individual independent contractors; (B) grant to any of its directors, executive officers, employees or individual independent contractors any incentive compensation or severance or termination pay except that the Company may pay each employee an annual bonus for the 2023 fiscal year consistent with Schedule 6.1(b)(ix) to the Company Disclosure Letter; (C) enter into any employment, severance, or retention agreement (excluding offer letters that provide for no severance or change in control benefits) with any of its directors, executive officers, employees or individual independent contractors; (D) establish, adopt, enter into, amend, modify or terminate any Company Benefit Plan (or any plan, policy, or arrangement that would be a Company Benefit Plan if it had been in existence as of the date of this Agreement); (E) enter into any new award agreements under the Company Equity Plan or any other Company Benefit Plan, or amend or terminate any award agreements under the Company Equity Plan or any other Company Benefit Plan in effect as of the date hereof; (F) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its directors, officers, employees or individual independent contractors; or (G) hire, promote, engage, terminate (other than for cause), furlough, or temporarily lay off any of its employees or individual independent contractors, in each case whose total annual compensation exceeds $200,000;

(x)    (i) modify, extend, terminate or enter into any Labor Agreement or (ii) recognize any labor union, works council, labor organization or group of employees as the bargaining representative of any employees;

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(xi)    implement or announce any employee layoffs, furloughs, reductions in force, plant closings, reductions in compensation or other similar actions that would trigger notice obligations under the WARN Act;

(xii)    waive or release any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligation of any current or former employee or independent contractor of the Company or any of its Subsidiaries;

(xiii)    (A) incur, create, assume, waive or release any Indebtedness or guarantee any such Indebtedness of another Person or (B) incur, create or assume any Encumbrances on any property or assets of the Company or any of its Subsidiaries in connection with any Indebtedness thereof, other than Permitted Encumbrances; provided, however, that the foregoing shall not restrict (1) the incurrence of Indebtedness under the Company Credit Facility in the ordinary course of business consistent with past practice, or (2) additional Indebtedness (other than for borrowed money) in an amount not to exceed $5,000,000 or (3) the creation of any Encumbrance securing Indebtedness permitted by the foregoing clause (1) and (2).

(xiv)    (A) except for the Company Marketing Contracts which are addressed in clause (B) below, other than in the ordinary course of business consistent with past practice (1) enter into any Contract that would be a Company Contract if it were in effect on the date of this Agreement (other than Company Contracts entered into in connection with transactions permitted by this Section 6.1(b)), or (2) modify, amend, terminate or assign, or waive or assign any rights under, any Company Contract (other than as permitted by this Section 6.1(b)); and (B) other than extensions of 12 months or less of any Company Marketing Contracts (and only if such Company Marketing Contract is expiring according to its terms and up for renewal) on terms substantially similar to those in effect with respect to such Company Marketing Contract on the date of this Agreement, (1) enter into any Company Marketing Contract (other than Company Marketing Contracts entered into in connection with transactions permitted by this Section 6.1(b)), or (2) modify, amend, terminate or assign, or waive or assign any rights under, any Company Marketing Contract (other than as permitted by this Section 6.1(b));

(xv)    waive, release, assign, settle or compromise or offer or propose to waive, release, assign, settle or compromise, any Proceedings (excluding any Proceeding in respect of Taxes (which shall be governed by Section 6.1(b)(viii)) or any Transaction Litigation (which shall be governed by Section 6.11)) except (A) the settlement of such Proceedings involving payments of no more than $1,000,000 individually or $5,000,000in the aggregate on a basis that would not (A) prevent or materially delay consummation of the Mergers or the Transactions and (B) as would not result in any restriction on future activity or conduct of Parent or its Subsidiaries or a finding or admission of a violation of Law;

(xvi)    make or commit to make any capital expenditures that are in the aggregate greater than one hundred and ten percent (110%) of the capital expenditures expressly provided for in the capital budget included on Schedule 6.1(b)(xvi) of the Company Disclosure Letter, except for capital expenditures to repair damage resulting from insured casualty events or capital expenditures on an emergency basis for the safety of individuals, assets or the environments in which individuals perform work for the Company and its Subsidiaries (provided that the Company shall notify Parent of any such emergency expenditure as soon as reasonably practicable);

(xvii)    fail to use its reasonable best efforts to maintain in full force and effect in all material respects, or fail to replace or renew, the insurance policies of the Company and its Subsidiaries at a level at least comparable to current levels (or current market terms) or otherwise in a manner inconsistent with past practice;

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(xviii)    elect to participate with respect to any proposed operation regarding any of the Oil and Gas Properties that involve capital expenditures (net to the interest of the Company and its Subsidiaries) in excess of $2,500,000;

(xix)    take any action that would or would reasonably be expected to prevent, materially delay or materially impede the consummation of any of the Transactions; or

(xx)    agree or commit to take any action that is prohibited by this Section 6.1(b).

Section 6.2    Conduct of Parent Business Pending the Mergers.

(a)    Except (i) as set forth on Schedule 6.2(a) of the Parent Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by the Company in writing (which consent shall not be unreasonably withheld, delayed or conditioned), Parent covenants and agrees that, until the earlier of the Initial Company Merger Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the ordinary course, including by using reasonable best efforts to preserve substantially intact its present business organization, goodwill and assets and preserve its existing relationships with Governmental Entities and its significant customers, suppliers and others having significant business dealings with it; provided, however, that no action or inaction by Parent or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 6.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 6.2(b).

(b)    Except (i) as set forth on Schedule 6.2(b) of the Parent Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by the Company in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Initial Company Merger Effective Time and the termination of this Agreement pursuant to Article VIII, Parent shall not, and shall cause its Subsidiaries not to:

(i)    (A) declare, set aside or pay any dividends (whether in cash, stock or property or any combination thereof) on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, Parent or its Subsidiaries, except for (1) dividends and distributions by a wholly owned Subsidiary of Parent to Parent or another direct or indirect wholly owned Subsidiary of Parent or by a wholly owned Subsidiary of Pacers OpCo to Pacers OpCo or to another direct or indirect wholly owned Subsidiary of Pacers OpCo or (2) tax distributions by Pacers OpCo to the extent required by and in accordance with the Pacers OpCo LLC Agreement, (B) split, combine or reclassify any shares in the capital of, or other equity interests in, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for equity interests in Parent or any of its Subsidiaries; or (C) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any shares in the capital of, or other equity interests in, Parent or any Subsidiary of Parent, other than in the case of clause (C), in respect of (I) any Parent Restricted Shares, Parent PSUs, Parent Options or other awards outstanding as of the date hereof or granted after the date hereof as permitted by this Agreement, in accordance with the terms of the Parent Equity Plan and applicable award agreements, (II) a non-cash exchange or redemption of Pacers OpCo Units (together with shares of Parent Class C Common Stock) in accordance with the Pacers OpCo LLC Agreement or (III)

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any redemptions or share repurchases made subject to the limitations set forth on Schedule 6.2(b)(i)(C) of the Parent Disclosure Schedules;

(ii)    offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, Parent or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (A) the issuance of shares of Parent Class A Common Stock upon the vesting or lapse of any restrictions on any awards granted under the Parent Equity Plan and outstanding as of the date hereof in accordance with their terms in effect as of the date hereof, and the issuance of corresponding Pacers OpCo Units to Parent in accordance with the Pacers OpCo LLC Agreement, (B) the grant of Parent Restricted Shares, Parent PSUs, Parent Options or other awards, in each case, under the Parent Equity Plan in connection with annual grants and awards to newly hired employees, in each case, in the ordinary course of business and in a manner consistent with past practice, including in terms of timing, amount and forms of awards, (C) issuances by a wholly owned Subsidiary of Pacers OpCo of such Subsidiary’s capital stock or other equity interests to Pacers OpCo or any other wholly owned Subsidiary of Pacers OpCo or issuances by a direct or indirect wholly owned Subsidiary of Parent of such Subsidiary’s capital stock or other equity interests to Parent or any other wholly owned Subsidiary of Parent and (D) issuances in connection with an exchange or redemption of Pacers OpCo Units (together with shares of Parent Class C Common Stock) in accordance with the Pacers OpCo LLC Agreement;

(iii)    amend or propose to amend (A) Parent’s Organizational Documents or (B) the Organizational Documents of any Subsidiary of Parent;

(iv)    (A) merge, consolidate, combine or amalgamate with any Person other than mergers between wholly owned Subsidiaries of Parent or between wholly owned Subsidiaries of Pacers OpCo or (B) acquire or agree to acquire or make an investment in (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, licensing, or by any other manner) any assets, properties, operations or businesses or any corporation, partnership, association or other business organization or division thereof, other than, in the case of each of clauses (A) and (B), in one or more acquisitions or investments, including by merger involving Subsidiaries of Pacers OpCo, that do not involve (i) consideration valued in excess of $500,000,000 in the aggregate or (ii) the direct or indirect acquisition of any material assets located outside of the Permian Basin;

(v)    sell, lease, swap, exchange, transfer, farmout, license, Encumber (other than Permitted Encumbrances), or otherwise dispose of, or agree to sell, lease, swap, exchange, transfer, farmout, license, Encumber (other than Permitted Encumbrances), or otherwise dispose of, any material portion of its assets or properties, other than (A) pursuant to a Contract in effect on the date of this Agreement and set forth on Schedule 6.2(b)(v), of the Parent Disclosure Letter, (B) sales, leases, exchanges or dispositions for which the consideration is less than $200,000,000 in the aggregate, (C) sales, swaps, exchanges, transfers or dispositions among Parent or Pacers OpCo and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Pacers OpCo, (D) sales or dispositions of obsolete or worthless equipment, inventory, materials or consumables, in the ordinary course of business consistent with past practice, (E) the sale of Hydrocarbons in the ordinary course of business or (F) swaps of assets or property, which may include cash consideration, up to $500,000,000 in the aggregate;

(vi)    authorize, recommend, propose, enter into, adopt a plan or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent or any of its Subsidiaries, other than such

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transactions among wholly owned Subsidiaries of Parent or among wholly owned Subsidiaries of Pacers OpCo;

(vii)    change in any material respect its financial accounting principles, practices or methods that would materially affect the consolidated assets, liabilities or results of operations of the Company and its Subsidiaries, except as required by GAAP, COPAS or applicable Law;

(viii)    (A) incur, create, assume, waive or release any Indebtedness or guarantee any such Indebtedness of another Person or (B) incur, create or assume any Encumbrances on any property or assets of Parent or any of its Subsidiaries in connection with any Indebtedness thereof, other than Permitted Encumbrances; provided, however, that the foregoing shall not restrict (1) the incurrence of Indebtedness under existing credit facilities in the ordinary course of business consistent with past practice, or (2) additional Indebtedness (other than for borrowed money) in an amount not to exceed $10,000,000 or (3) the creation of any Encumbrance securing Indebtedness permitted by the foregoing clause (1) and (2);

(ix)    take any action (including without limitation any acquisition, disposition, merger, consolidation, entry into a Contract or otherwise) that would or would reasonably be expected to result in a breach of Parent’s representations and warranties in Section 5.30 as of the time of the taking of such action or as of the Initial Company Merger Effective Time;

(x)    take any action that would or would reasonably be expected to prevent, materially delay or materially impede the consummation of any of the Transactions; or

(xi)    agree or commit to take any action that is prohibited by this Section 6.2(b).

Section 6.3    No Solicitation by the Company.

(a)    From and after the date of this Agreement and until the earlier of the Initial Company Merger Effective Time and termination of this Agreement pursuant to Article VIII, the Company and its officers and directors will, will cause the Company’s Subsidiaries and their respective officers and directors to, and will use their reasonable best efforts to cause the other Representatives of the Company and its Subsidiaries to, immediately cease, and cause to be terminated, any discussions or negotiations with any Person conducted heretofore by the Company or any of its Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Company Competing Proposal. The Company will immediately terminate any physical and electronic data access related to any potential Company Competing Proposal previously granted to such Persons.

(b)    From and after the date of this Agreement and until the earlier of the Initial Company Merger Effective Time and termination of this Agreement pursuant to Article VIII, the Company and its officers and directors will not, will cause the Company’s Subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other Representatives of the Company and its Subsidiaries not to, directly or indirectly:

(i)    initiate, solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Competing Proposal;

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(ii)    engage in, continue or otherwise participate in any discussions or negotiations with any Person with respect to, relating to, or in furtherance of a Company Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Competing Proposal;

(iii)    furnish any information regarding the Company or its Subsidiaries, or access to the properties, assets or employees of the Company or its Subsidiaries, to any Person in connection with or in response to any Company Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Competing Proposal;

(iv)    enter into any letter of intent or agreement in principle, or other agreement providing for a Company Competing Proposal (other than a confidentiality agreement entered into in compliance with Section 6.3(e)(ii)); or

(v)    submit any Company Competing Proposal to the vote of the stockholders of the Company;

provided, that notwithstanding anything to the contrary in this Agreement, the Company or any of its Representatives may, (A) in response to an unsolicited inquiry or proposal from a third party, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes a Company Superior Proposal and (B) in response to an unsolicited inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 6.3 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder).

(c)    From and after the date of this Agreement, the Company shall promptly (and in any event within 48 hours) notify Parent of the receipt by the Company (directly or indirectly) of any Company Competing Proposal made on or after the date of this Agreement, any request for information or data relating to the Company or any of its Subsidiaries made by any Person in connection with a Company Competing Proposal or any request for discussions or negotiations with the Company or a Representative of the Company relating to a Company Competing Proposal (including the identity of such Person), and the Company shall provide to Parent promptly (and in any event within 48 hours) (i) an unredacted copy of any such Company Competing Proposal made in writing provided to the Company or any of its Subsidiaries or (ii) if any such Company Competing Proposal is not (or any portion thereof is not) made in writing, a written summary of the material financial and other terms thereof. Thereafter, the Company shall (A) keep Parent reasonably informed, on a prompt basis (and in any event within 48 hours), of any material development regarding the status or terms of any such Company Competing Proposal (including any amendments thereto) or material requests and shall promptly (and in any event within 48 hours) apprise Parent of the status of any such discussions or negotiations and (B) provide to Parent as soon as practicable after receipt or delivery thereof (and in any event within 48 hours) copies of all material written correspondence and other material written materials provided to the Company or its Representatives from any Person. Without limiting the foregoing, the Company shall notify Parent if the Company determines in accordance with Section 6.3(e) to begin providing information or to engage in discussions or negotiations concerning a Company Competing Proposal, prior to providing any such information or engaging in any such discussions or negotiations.

(d)    Except as permitted by Section 6.3(e), the Company Board, or any committee thereof, and its officers and directors will not, and will cause the Company’s Subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other Representatives of the Company and its Subsidiaries not to, directly or indirectly:

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(i)    withhold, withdraw, qualify or modify, or publicly propose or announce any intention to withhold, withdraw, qualify or modify, in a manner adverse to the Parent Parties, the Company Board Recommendation;

(ii)    fail to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus;

(iii)    approve, endorse or recommend, or publicly propose or announce any intention to approve, endorse or recommend, any Company Competing Proposal;

(iv)    publicly declare advisable or publicly propose to enter into, any confidentiality agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement entered into in compliance with Section 6.3(e)(ii)) relating to a Company Competing Proposal (a “Company Alternative Acquisition Agreement”);

(v)    in the case of a Company Competing Proposal that is structured as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock (other than by Parent or any of its Subsidiaries), fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against acceptance of such tender offer or exchange offer by its stockholders on or prior to ten (10) business days (as such term is used in Rule 14d-9 of the Exchange Act) after commencement of such tender offer or exchange offer;

(vi)    if a Company Competing Proposal shall have been publicly announced or disclosed (other than pursuant to the foregoing clause (v)), fail to publicly reaffirm the Company Board Recommendation on or prior to five (5) Business Days after Parent so requests in writing; or

(vii)    cause or permit the Company to enter into a Company Alternative Acquisition Agreement (together with any of the actions set forth in the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), a “Company Change of Recommendation”).

(e)    Notwithstanding anything in this Agreement to the contrary, the Company, directly or indirectly through its Representatives, may:

(i)    after consultation with its outside legal counsel, make such disclosures as the Company Board or any committee thereof determines in good faith are necessary to comply with Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or other disclosure required to be made in the Joint Proxy Statement/Prospectus by applicable U.S. federal securities Laws; provided, however, that if such disclosure has the effect of withdrawing or adversely modifying the Company Board Recommendation, such disclosure shall be deemed to be a Company Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.1(c);

(ii)    prior to, but not after, the receipt of Company Stockholder Approval, engage in the activities prohibited by Section 6.3(b)(i), Section 6.3(b)(ii) or Section 6.3(b)(iii) with any Person if the Company receives a bona fide written Company Competing Proposal from such Person that was not solicited at any time following the execution of this Agreement in breach of the obligations set forth in this Section 6.3; provided, however, that (A) no information that is prohibited from being furnished pursuant to Section 6.3(b) may be furnished until the

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Company receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of non-public information furnished to such Person by or on behalf of the Company that are no less favorable to the Company in the aggregate than the terms of the Confidentiality Agreement, as determined by the Company Board or any committee in good faith after consultation with its legal counsel (provided, further, that such confidentiality agreement does not contain provisions that prohibit the Company from providing any information to Parent in accordance with this Section 6.3 or that otherwise prohibits the Company from complying with the provisions of this Section 6.3), (B) any such non-public information has previously been made available to, or is made available to, Parent prior to or concurrently with (or in the case of oral non-public information only, promptly (and in any event within 48 hours) after) the time such information is made available to such Person, (C) prior to taking any such actions, the Company Board or any committee thereof determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that such Company Competing Proposal is, or would reasonably be expected to lead to, a Company Superior Proposal and (D) prior to taking such actions, the Company Board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law;

(iii)    prior to, but not after, the receipt of Company Stockholder Approval, in response to a bona fide written Company Competing Proposal from a third party that was not solicited at any time following the execution of this Agreement in breach of the obligations set forth in this Section 6.3, if the Company Board so chooses, (x) effect a Company Change of Recommendation or (y) terminate this Agreement pursuant to Section 8.1(d)(ii) in response to a Company Superior Proposal if:

(A)    the Company Board determines in good faith after consultation with the Company’s financial advisors and outside legal counsel that such Company Competing Proposal is a Company Superior Proposal;

(B)    the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to effect a Company Change of Recommendation in response to such Company Superior Proposal would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law;

(C)    the Company provides Parent written notice of such proposed action and the basis thereof three (3) Business Days in advance, which notice shall set forth in writing that the Company Board intends to consider whether to take such action and include a copy of the available proposed Company Competing Proposal and any applicable transaction and financing documents;

(D)    after giving such notice and prior to effecting such Company Change of Recommendation or terminating this Agreement pursuant to Section 8.1(d)(ii), the Company makes itself available to negotiate (and causes its officers, employees, financial advisor and outside legal counsel to be available to negotiate) with Parent (to the extent Parent wishes to negotiate) to make such adjustments or revisions to the terms of this Agreement as would permit the Company Board not to effect a Company Change of Recommendation in response thereto; and

(E)    at the end of the three (3) Business Day period, prior to taking action to effect a Company Change of Recommendation or terminate this Agreement pursuant to Section 8.1(d)(ii), the Company Board takes into account any adjustments or

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revisions to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and determines in good faith (1) after consultation with the Company’s financial advisors and outside legal counsel, that the Company Competing Proposal remains a Company Superior Proposal and (2) after consultation with the Company’s outside legal counsel, that the failure to effect a Company Change of Recommendation or terminate this Agreement pursuant to Section 8.1(d)(ii), as applicable, in response to such Company Superior Proposal would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law; provided, that in the event of any material amendment or material modification to any Company Superior Proposal (it being understood that any amendment or modification to the economic terms of any such Company Superior Proposal shall be deemed material), the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 6.3(e)(iii) with respect to such new written notice, except that the advance written notice obligation set forth in this Section 6.3(e)(iii) shall be reduced to two (2) Business Days; provided, further, that any such new written notice shall in no event shorten the original three (3) Business Day notice period; and

(iv)    prior to, but not after, the receipt of Company Stockholder Approval, in response to a Company Intervening Event that occurs or arises after the date of this Agreement and that did not arise from or in connection with a breach of this Agreement by the Company, if the Company Board so chooses, effect a Company Change of Recommendation (only of the type contemplated by Section 6.3(d)(i) or Section 6.3(d)(ii)) if:

(A)    the Company Board determines in good faith after consultation with the Company’s financial advisors and outside legal counsel that a Company Intervening Event has occurred;

(B)    the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to effect a Company Change of Recommendation in response to such Company Intervening Event would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law;

(C)    the Company provides Parent written notice of such proposed action and the basis thereof three (3) Business Days in advance, which notice shall set forth in writing that the Company Board intends to consider whether to take such action and includes a reasonably detailed description of the facts and circumstances of the Company Intervening Event;

(D)    after giving such notice and prior to effecting such Company Change of Recommendation, the Company makes itself available to negotiate (and causes its officers, employees, financial advisor and outside legal counsel to be available to negotiate) with Parent (to the extent Parent wishes to negotiate) to make such adjustments or revisions to the terms of this Agreement as would permit the Company Board not to effect a Company Change of Recommendation in response thereto; and

(E)    at the end of the three (3) Business Day period, prior to taking action to effect a Company Change of Recommendation, the Company Board takes into account any adjustments or revisions to the terms of this Agreement proposed by Parent

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in writing and any other information offered by Parent in response to the notice, and determines in good faith after consultation with the Company’s outside legal counsel, that the failure to effect a Company Change of Recommendation in response to such Company Intervening Event would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law; provided, that in the event of any material changes regarding any Company Intervening Event, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 6.3(e)(iv) with respect to such new written notice, except that the advance written notice obligation set forth in this Section 6.3(e)(iv) shall be reduced to two (2) Business Days; provided, further, that any such new written notice shall in no event shorten the original three (3) Business Day notice period.

(f)    During the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Initial Company Merger Effective Time and termination of this Agreement in accordance with Article VIII, the Company shall not (and it shall cause its Subsidiaries not to) terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement to which it or any of its Subsidiaries is a party; provided, that, notwithstanding any other provision in this Section 6.3, prior to, but not after, the time Company Stockholder Approval is obtained, if, in response to an unsolicited request from a third party to waive any “standstill” or similar provision, the Company Board may waive any such “standstill” or similar provision solely to the extent necessary to permit a third party to make a Company Competing Proposal, on a confidential basis, to the Company Board and communicate such waiver to the applicable third party; provided, however, that the Company shall advise Parent at least two (2) Business Days prior to taking such action.

(g)    Notwithstanding anything to the contrary in this Section 6.3, any action, or failure to take action, that is taken by or at the direction of a director or officer of the Company or any of its Subsidiaries in violation of this Section 6.3 shall be deemed to be a breach of this Section 6.3 by the Company.

Section 6.4    No Solicitation by Parent.

(a)    From and after the date of this Agreement and until the earlier of the Initial Company MergerEffective Time and termination of this Agreement pursuant to Article VIII, Parent and its officers and directors will, will cause Parent’s Subsidiaries and their respective officers and directors to, and will use their reasonable best efforts to cause the other Representatives of Parent and its Subsidiaries to, immediately cease, and cause to be terminated, any discussions or negotiations with any Person conducted heretofore by Parent or any of its Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Parent Competing Proposal. Parent will immediately terminate any physical and electronic data access related to any potential Parent Competing Proposal previously granted to such Persons.

(b)    From and after the date of this Agreement and until the earlier of the Initial Company Merger Effective Time and termination of this Agreement pursuant to Article VIII, Parent and its officers and directors will not, will cause Parent’s Subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other Representatives of Parent and its Subsidiaries not to, directly or indirectly:

(i)    initiate, solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Parent Competing Proposal;

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(ii)    engage in, continue or otherwise participate in any discussions or negotiations with any Person with respect to, relating to, or in furtherance of a Parent Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Parent Competing Proposal;

(iii)    furnish any information regarding Parent or its Subsidiaries, or access to the properties, assets or employees of Parent or its Subsidiaries, to any Person in connection with or in response to any Parent Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Parent Competing Proposal;

(iv)    enter into any letter of intent or agreement in principle, or other agreement providing for a Parent Competing Proposal (other than a confidentiality agreement entered into in compliance with Section 6.4(e)(iv)); or

(v)    submit any Parent Competing Proposal to the vote of the stockholders of Parent.

provided, that notwithstanding anything to the contrary in this Agreement, Parent or any of its Representatives may, (A) in response to an unsolicited inquiry or proposal from a third party, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes a Parent Superior Proposal and (B) in response to an unsolicited inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 6.4 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder).

(c)    From and after the date of this Agreement, Parent shall promptly (and in any event within 48 hours) notify the Company of the receipt by Parent (directly or indirectly) of any Parent Competing Proposal made on or after the date of this Agreement, any request for information or data relating to Parent or any of its Subsidiaries made by any Person in connection with a Parent Competing Proposal or any request for discussions or negotiations with Parent or a Representative of Parent relating to a Parent Competing Proposal (including the identity of such Person), and Parent shall provide to the Company promptly (and in any event within 48 hours) (i) a redacted copy of any such Parent Competing Proposal made in writing provided to Parent or any of its Subsidiaries or (ii) if any such Parent Competing Proposal is not (or any portion thereof is not) made in writing, a written summary of the material financial and other terms thereof. Thereafter, Parent shall (A) keep the Company reasonably informed, on a prompt basis (and in any event within 48 hours), of any material development regarding the status or terms of any such Parent Competing Proposal (including any amendments thereto) or material requests and shall promptly (and in any event within 48 hours) apprise the Company of the status of any such discussions or negotiations and (B) provide to the Company as soon as practicable after receipt or delivery thereof (and in any event within 48 hours) copies of all material written correspondence and other material written materials provided to Parent or its Representatives from any Person. Without limiting the foregoing, Parent shall notify the Company if Parent determines in accordance with Section 6.4(e) to begin providing information or to engage in discussions or negotiations concerning a Parent Competing Proposal, prior to providing any such information or engaging in any such discussions or negotiations.

(d)    Except as permitted by Section 6.4(e), the Parent Board, including any committee thereof, and its officers and directors will not, and will cause Parent’s Subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other Representatives of Parent and its Subsidiaries not to, directly or indirectly:

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(i)    withhold, withdraw, qualify or modify, or publicly propose or announce any intention to withhold, withdraw, qualify or modify, in a manner adverse to the Company, the Parent Board Recommendation;

(ii)    fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus;

(iii)    approve, endorse or recommend, or publicly propose or announce any intention to approve, endorse or recommend, any Parent Competing Proposal;

(iv)    publicly declare advisable or publicly propose to enter into, any confidentiality agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement entered into in compliance with Section 6.4(e)(iv)) relating to a Parent Competing Proposal (a “Parent Alternative Acquisition Agreement”);

(v)    in the case of a Parent Competing Proposal that is structured as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Parent Common Stock (other than by the Company or any of its Subsidiaries), fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against acceptance of such tender offer or exchange offer by its stockholders on or prior to ten (10) business days (as such term is used in Rule 14d-9 of the Exchange Act) after commencement of such tender offer or exchange offer;

(vi)    if a Parent Competing Proposal shall have been publicly announced or disclosed (other than pursuant to the foregoing clause (v)), fail to publicly reaffirm the Parent Board Recommendation on or prior to five (5) Business Days after the Company so requests in writing; or

(vii)    cause or permit Parent to enter into a Parent Alternative Acquisition Agreement (together with any of the actions set forth in the foregoing clauses (i), (ii), (iii), (iv), (v), and (vi), a “Parent Change of Recommendation”).

(e)    Notwithstanding anything in this Agreement to the contrary, Parent, directly or indirectly through its Representatives, may:

(i)    after consultation with its outside legal counsel, make such disclosures as the Parent Board or any committee thereof determines in good faith are necessary to comply with Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or other disclosure required to be made in the Joint Proxy Statement/Prospectus by applicable U.S. federal securities Laws; provided, however, that if such disclosure has the effect of withdrawing or adversely modifying the Parent Board Recommendation, such disclosure shall be deemed to be a Parent Change of Recommendation and the Company shall have the right to terminate this Agreement as set forth in Section 8.1(d)(i);

(ii)    prior to, but not after, the receipt of Parent Stockholder Approval, engage in the activities prohibited by Section 6.4(b)(i), Section 6.4(b)(ii) or Section 6.4(b)(iii) with any Person if Parent receives a bona fide written Parent Competing Proposal from such Person that was not solicited at any time following the execution of this Agreement in breach of the obligations set forth in this Section 6.4; provided, however, that (A) no information that is

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prohibited from being furnished pursuant to Section 6.4(b) may be furnished until Parent receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of non-public information furnished to such Person by or on behalf of Parent that are no less favorable to Parent in the aggregate than the terms of the Confidentiality Agreement, as determined by the Parent Board or any committee in good faith after consultation with its legal counsel (provided, further, that such confidentiality agreement does not contain provisions that prohibit Parent from providing any information to the Company in accordance with this Section 6.4 or that otherwise prohibits Parent from complying with the provisions of this Section 6.4), (B) any such non-public information has previously been made available to, or is made available to, the Company prior to or concurrently with (or in the case of oral non-public information only, promptly (and in any event within 48 hours) after) the time such information is made available to such Person, and (C) prior to taking any such actions, the Parent Board or any committee thereof determines in good faith, after consultation with Parent’s financial advisors and outside legal counsel, that such Parent Competing Proposal is, or would reasonably be expected to lead to, a Parent Superior Proposal and (D) prior to taking such actions, the Parent Board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the fiduciary duties owed by the Parent Board to the stockholders of Parent under applicable Law;

(iii)    prior to, but not after, the receipt of Parent Stockholder Approval, in response to a bona fide written Parent Competing Proposal from a third party that was not solicited at any time following the execution of this Agreement in breach of the obligations set forth in this Section 6.4, if the Parent Board so chooses, the Parent Board may (x) effect a Parent Change of Recommendation or (y) terminate this Agreement pursuant to Section 8.1(c)(ii) in response to a Parent Superior Proposal if:

(A)    the Parent Board determines in good faith after consultation with Parent’s financial advisors and outside legal counsel that such Parent Competing Proposal is a Parent Superior Proposal;

(B)    the Parent Board determines in good faith, after consultation with its outside legal counsel, that failure to effect a Parent Change of Recommendation in response to such Parent Superior Proposal would be inconsistent with the fiduciary duties owed by the Parent Board to the stockholders of the Parent under applicable Law;

(C)    Parent provides the Company written notice of such proposed action and the basis thereof three (3) Business Days in advance, which notice shall set forth in writing that the Parent Board intends to consider whether to take such action and include a copy of the available proposed Parent Competing Proposal and any applicable transaction and financing documents;

(D)    after giving such notice and prior to effecting such Parent Change of Recommendation or terminating this Agreement pursuant to Section 8.1(c)(ii), Parent makes itself available to negotiate (and causes its officers, employees, financial advisor and outside legal counsel to be available to negotiate) with the Company (to the extent the Company wishes to negotiate) to make such adjustments or revisions to the terms of this Agreement as would permit the Parent Board not to effect a Parent Change of Recommendation in response thereto; and

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(E)    at the end of the three (3) Business Day period, prior to taking action to effect a Parent Change of Recommendation or terminate this Agreement pursuant to Section 8.1(c)(ii), the Parent Board takes into account any adjustments or revisions to the terms of this Agreement proposed by the Company in writing and any other information offered by the Company in response to the notice, and determines in good faith (1) after consultation with Parent’s financial advisors and outside legal counsel, that the Parent Competing Proposal remains a Parent Superior Proposal and (2) after consultation with Parent’s outside legal counsel, that the failure to effect a Parent Change of Recommendation or terminate this Agreement pursuant to Section 8.1(c)(ii), as applicable, in response to such Parent Superior Proposal would be inconsistent with the fiduciary duties owed by Parent Board to the stockholders of the Parent under applicable Law; provided, that in the event of any material amendment or material modification to any Parent Superior Proposal (it being understood that any amendment or modification to the economic terms of any such Parent Superior Proposal shall be deemed material), Parent shall be required to deliver a new written notice to the Company and to comply with the requirements of this Section 6.4(e)(iii) with respect to such new written notice, except that the advance written notice obligation set forth in this Section 6.4(e)(iii) shall be reduced to two (2) Business Days; provided, further, that any such new written notice shall in no event shorten the original three (3) Business Day notice period; and

(iv)    prior to, but not after, the receipt of Parent Stockholder Approval, in response to a Parent Intervening Event that occurs or arises after the date of this Agreement and that did not arise from or in connection with a breach of this Agreement by Parent, Parent may, if the Parent Board so chooses, effect a Parent Change of Recommendation (only of the type contemplated by Section 6.4(d)(i) or Section 6.4(d)(ii)) if:

(A)    the Parent Board determines in good faith after consultation with Parent’s financial advisors and outside legal counsel that a Parent Intervening Event has occurred;

(B)    the Parent Board determines in good faith, after consultation with its outside legal counsel, that failure to effect a Parent Change of Recommendation in response to such Parent Intervening Event would be inconsistent with the fiduciary duties owed by the Parent Board to the stockholders of Parent under applicable Law;

(C)    Parent provides the Company written notice of such proposed action and the basis thereof three (3) Business Days in advance, which notice shall set forth in writing that the Parent Board intends to consider whether to take such action and includes a reasonably detailed description of the facts and circumstances of the Parent Intervening Event;

(D)    after giving such notice and prior to effecting such Parent Change of Recommendation, Parent makes itself available to negotiate (and causes its officers, employees, financial advisor and outside legal counsel to be available to negotiate) with the Company (to the extent the Company wishes to negotiate) to make such adjustments or revisions to the terms of this Agreement as would permit the Parent Board not to effect a Parent Change of Recommendation in response thereto; and

(E)    at the end of the three (3) Business Day period, prior to taking action to effect a Parent Change of Recommendation, the Parent Board takes into account

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any adjustments or revisions to the terms of this Agreement proposed by the Company in writing and any other information offered by the Company in response to the notice, and determines in good faith after consultation with Parent’s outside legal counsel, that the failure to effect a Parent Change of Recommendation in response to such Parent Intervening Event would be inconsistent with the fiduciary duties owed by the Parent Board to the stockholders of Parent under applicable Law; provided, that in the event of any material changes regarding any Parent Intervening Event, Parent shall be required to deliver a new written notice to the Company and to comply with the requirements of this Section 6.4(e)(iv) with respect to such new written notice, except that the advance written notice obligation set forth in this Section 6.4(e)(iv) shall be reduced to two (2) Business Days; provided, further, that any such new written notice shall in no event shorten the original three (3) Business Day notice period.

(f)    During the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Initial Company Merger Effective Time and termination of this Agreement in accordance with Article VIII, Parent shall not (and it shall cause its Subsidiaries not to) terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement to which it or any of its Subsidiaries is a party; provided, that, notwithstanding any other provision in this Section 6.4, prior to, but not after, the time Parent Stockholder Approval is obtained, if, in response to an unsolicited request from a third party to waive any “standstill” or similar provision, the Parent Board may waive any such “standstill” or similar provision solely to the extent necessary to permit a third party to make a Parent Competing Proposal, on a confidential basis, to the Parent Board and communicate such waiver to the applicable third party; provided, however, that Parent shall advise the Company at least two (2) Business Days prior to taking such action.

(g)    Notwithstanding anything to the contrary in this Section 6.4, any action, or failure to take action, that is taken by or at the direction of a director or officer of Parent or any of its Subsidiaries in violation of this Section 6.4 shall be deemed to be a breach of this Section 6.4 by Parent.

Section 6.5    Preparation of the Joint Proxy Statement/Prospectus and Registration Statement.

(a)    Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries and its stockholders, as the Company may reasonably request for the purpose of including such data and information in the Joint Proxy Statement/Prospectus and any amendments or supplements thereto. The Company will promptly furnish to Parent such data and information relating to it, its Subsidiaries and the holders of its capital stock, as Parent may reasonably request for the purpose of including such data and information in the Joint Proxy Statement/Prospectus and Registration Statement and any amendments or supplements thereto.

(b)    Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall use their respective reasonable best efforts to cause to be filed with the SEC, as promptly as practicable following the execution of this Agreement, a mutually acceptable (i) Joint Proxy Statement/Prospectus relating to matters to be submitted to the holders of the Company Common Stock at the Company Stockholders Meeting and matters to be submitted to the holders of the Parent Common Stock at the Parent Stockholders Meeting and (ii)  Registration Statement (of which the Joint Proxy Statement/Prospectus will be a part). The Company and Parent shall each use reasonable best efforts to cause the Joint Proxy Statement/

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Prospectus and the Registration Statement to comply as to form and substance in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder and to respond as promptly as practicable to any comments of the SEC or its staff. Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective under the Securities Act promptly after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Mergers. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information, and Parent and the Company shall jointly prepare any response to such comments or requests, and shall provide each other with copies of all correspondence that is provided by or on behalf of it, on one hand, and by the SEC on the other hand. Parent and the Company shall each use its reasonable best efforts to resolve all SEC comments with respect to the Joint Proxy Statement/Prospectus as promptly as reasonably practicable after receipt thereof, and Parent shall use its reasonable best efforts to resolve any comment from the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement, as applicable. Each of Parent and the Company agrees to permit the other (in each case, to the extent practicable), and their respective counsels, to participate in all meetings and conferences with the SEC. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or filing or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent will (iii) provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (iv) include in such document or response all comments reasonably and promptly proposed by the other and (v) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed.

(c)    Parent and the Company shall make all necessary filings with respect to the Mergers and the Transactions under the Securities Act, the Exchange Act, applicable “blue sky” Laws and the rules and regulations thereunder and the rules and regulations of the NYSE. Each Party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop or cease-trade order, or the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. Each of the Company and Parent will use reasonable best efforts to have any such stop or cease-trade order or suspension lifted, reversed or otherwise terminated.

(d)    If at any time prior to the Initial Company Merger Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the stockholders of Parent.

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Section 6.6    Stockholders Meetings.

(a)    The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining Company Stockholder Approval, to be held as promptly as practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC and the Registration Statement being declared effective by the SEC. Unless there has been a Company Change of Recommendation in accordance with Section 6.3(e), the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of Company proxies in favor of the adoption of this Agreement, and the Joint Proxy Statement/Prospectus shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the immediately preceding date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and providedfurther that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. If requested by Parent, the Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto.

(b)    Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold the Parent Stockholders Meeting for the purpose of obtaining Parent Stockholder Approval, to be held as promptly as practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC and the Registration Statement being declared effective by the SEC. Unless there has been a Parent Change of Recommendation in accordance with Section 6.4(e), the Parent Board shall recommend that the stockholders of Parent approve the Parent Stock Issuance, mail the Joint Proxy Statement/Prospectus to the stockholders of Parent and solicit from stockholders of Parent proxies in favor of the Parent Stock Issuance, and the Joint Proxy Statement/Prospectus shall include the Parent Board Recommendation. Parent may include in the Joint Proxy and

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Solicitation Statement, and solicit from stockholders of Parent proxies in favor of, a proposal to amend the certificate of incorporation of Parent as contemplated in Schedule 6.2(b)(iii) of the Parent Disclosure Schedules, provided, that in no event shall the approval of any such proposal be a condition to the Closing or a condition to the Parent Stock Issuance. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Parent’s stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting and (ii) may adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain Parent Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the immediately preceding date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided,further, that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. If requested by the Company, Parent shall promptly provide the Company with all voting tabulation reports relating to the Parent Stockholders Meeting that have been prepared by Parent or Parent’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep the Company reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Parent’s stockholders with respect thereto. Unless there has been a Parent Change of Recommendation in accordance with Section 6.4(e), the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of Parent’s stockholders or any other Person to prevent Parent Stockholder Approval from being obtained. Once Parent has established a record date for the Parent Stockholders Meeting, Parent shall not change such record date or establish a different record date for the Parent Stockholders Meeting without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment of the Parent Stockholders Meeting permitted hereunder.

(c)    The Parties shall cooperate and use their reasonable best efforts to set the record dates for and hold the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, on the same day and at approximately the same time.

(d)    Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article VIII, each of the Company and Parent agrees that its obligations to call, give notice of, convene and hold the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, pursuant to this Section 6.6 shall not be affected by the making of a Company Change of Recommendation or a Parent Change of Recommendation, as applicable, and its obligations pursuant to this Section 6.6 shall not be affected by the commencement, announcement, disclosure, or communication to the Company or Parent, as applicable, of any Company Competing Proposal or Parent Competing Proposal or other

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proposal (including, with respect to the Company, a Company Superior Proposal or, with respect to Parent, a Parent Superior Proposal) or the occurrence or disclosure of any Company Intervening Event or Parent Intervening Event.

(e)    Promptly following the execution of this Agreement by Merger Sub I and Merger Sub II, Parent shall cause the adoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub I, in accordance with applicable Law and the Organizational Documents of Merger Sub I and deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement.

Section 6.7    Access to Information.

(a)    Subject to applicable Law and the other provisions of this Section 6.7, the Company and Parent each shall (and shall cause its Subsidiaries to), upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus or the Registration Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party or any Governmental Entity in connection with the Transactions. Each Party shall, and shall cause each of its Subsidiaries to, afford to the other Party and its Representatives, during the period prior to the earlier of the Initial Company Merger Effective Time and the termination of this Agreement pursuant to the terms of Section 8.1, reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, properties, offices and other facilities of such Party and its Subsidiaries and to their books, records, Contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to the other Party and its Representatives such information concerning its and its Subsidiaries’ business, properties, Contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the other Party. Each Party and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the other Party or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the other Party and its Subsidiaries of their normal duties. Notwithstanding the foregoing:

(i)    No Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information, as applicable, to the other Party or any of its Representatives to the extent that such information is subject to an attorney/client privilege or the attorney work product doctrine or that such access or the furnishing of such information, as applicable, is prohibited by applicable Law or an existing Contract or agreement (provided, however, the Company or Parent, as applicable, shall inform the other Party as to the general nature of what is being withheld and the Company and Parent shall reasonably cooperate to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to (A) obtain the required Consent or waiver of any third party required to provide such information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege);

(ii)    No Party shall have access to personnel records of the other Party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other personnel information that in the other Party’s good faith opinion the disclosure of which could subject the other Party or any of its Subsidiaries to risk of liability;

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(iii)    Each Party shall not be permitted to conduct any invasive or intrusive sampling or analysis (commonly known as a “Phase II”) of any environmental media or building materials at any property or facility of the other Party or its Subsidiaries without the prior written consent of the other Party (which may be granted or withheld in such other Party’s sole discretion); and

(iv)    No investigation or information provided pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by any Party and no Party shall, and each Party shall cause their respective Representatives to not, use any information obtained pursuant to this Section 6.7 for any purpose unrelated to the evaluation, negotiation or consummation of the Transactions.

(b)    The Mutual Confidentiality and Non-Disclosure Agreement, dated as of April 19, 2023, between Pacers OpCo and the Company (the “Confidentiality Agreement”), shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder. All information provided to any Party or its Representative pursuant to or in connection with this Agreement is deemed to be “Evaluation Material” as defined under the Confidentiality Agreement. From and after the date of this Agreement until the earlier of the Initial Company Merger Effective Time and termination of this Agreement in accordance with Article VIII, each Party shall continue to provide access to the other Party and its Representatives to the electronic data room relating to the Transactions maintained by or on behalf of it to which the other Party and its Representatives were provided access prior to the date of this Agreement.

Section 6.8    Reasonable Best Efforts; HSR and Other Approvals.

(a)    Except to the extent that the Parties’ obligations are specifically set forth elsewhere in this Article VI, upon the terms and subject to the conditions set forth in this Agreement (including Section 6.3 and Section 6.4), each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective, promptly, the Mergers and the other Transactions.

(b)    In furtherance of the foregoing, Parent and the Company shall use their reasonable best efforts to (i) promptly prepare and file all forms, notifications, declarations, registrations, notices and other submissions required to be filed with any Governmental Entity or with NYSE prior to the consummation of the Transactions, (ii) obtain (and cooperate with each other in obtaining) any Consent, clearance, authorization, order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include making an appropriate response to any requests for information and documentary material under the HSR Act or any other Antitrust Laws) required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with or that are necessary to consummate the Transactions and (iii) defend any Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Notwithstanding the foregoing or anything to the contrary in this Agreement, in no event shall the Company, Parent or any of their respective Affiliates be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, Consent or waiver to effectuate the Transactions (except, for greater certainty, with respect to any customary filing fees payable to the SEC or NYSE in connection with the Transactions). In the event that any litigation, administrative or judicial action or other proceeding is commenced challenging the Transactions,

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the Parties shall cooperate with each other and use their respective reasonable best efforts to contest and resist any such litigation, action or Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. Additionally, Parent and the Company shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Consent, clearance, authorization, order or approval from any Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers or re-issuances of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transactions, the Parties shall use reasonable best efforts to timely effect such transfers or re-issuances.

(c)    Parent and the Company shall each keep the other apprised of the status of matters relating to the completion of the Transactions and work cooperatively in connection with obtaining all required Consents, clearances, authorizations, orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 6.8. In that regard, each Party shall promptly consult with the other Party to this Agreement with respect to, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings, notices or other submissions made by such Party with any Governmental Entity or any other information supplied by such Party to, or substantive correspondence with, a Governmental Entity in connection with this Agreement and the Transactions. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party orally of) any material communication from any Governmental Entity regarding the Transactions, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed written or oral communication with any such Governmental Entity. If either Party or any Representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response to such request. Neither Parent nor the Company shall participate in any meeting or teleconference with any Governmental Entity where material issues would be reasonably expected to be discussed in connection with this Agreement and the Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. The materials provided pursuant to this Section 6.8 may be redacted (i) to remove references concerning the valuation of the Company, Parent, the Transaction or other confidential or competitively sensitive information, (ii) as necessary to comply with contractual requirements and (iii) as necessary to address reasonable privilege waiver risks.

(d)    The Company and Parent shall file promptly (but in any event no later than ten (10) Business Days after the date of this Agreement) the notification and report forms required under the HSR Act. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act (a “Second Request”), the Parties will use their respective reasonable best efforts to respond to such Second Request promptly, and counsel for both Parties will closely cooperate during the entirety of any such Second Request review process; provided, however, the final determination as to the appropriate course of action shall be made by Parent after consulting with the Company in advance and in good faith taking the Company’s views into account.

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(e)    Notwithstanding anything to the contrary in this Agreement, the reasonable best efforts contemplated by this Section 6.8 shall not include: (i) selling, divesting, transferring, licensing or otherwise disposing of any assets or businesses of the Parties or any of their respective Affiliates or Subsidiaries (or interests held by the Parties or any of their Affiliates or Subsidiaries); (ii) agreeing to behavioral, conduct, ownership and operational limitations on, including actions and agreements that would limit the freedom of action with respect to, or the ability to own or operate, any assets or businesses of the Parties or any of their respective Affiliates or Subsidiaries (or interests held by the Parties or any of their Affiliates or Subsidiaries); (iii) creating, terminating, modifying, transferring or taking any other action with respect to any relationships, agreements and contractual rights and obligations of the Parties or any of their Subsidiaries; (iv) taking any other action that limits or affects the Parties’ or their Affiliates’ or Subsidiaries’ freedom of action; and (v) agreeing to any other remedy, commitment or condition of any kind (and, in each case, entering into agreements or stipulating to the entry of an order or decree or filing appropriate applications with any Antitrust Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; provided, however, that any such action may, at the discretion of Parent, be conditioned upon consummation of the Transactions) to ensure that no Governmental Entity enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any Law or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Transactions, or to ensure that no Antitrust Authority with the authority to clear, authorize or otherwise approve the consummation of the Transactions, fails to do so by the Outside Date.

Section 6.9    Employee Matters.

(a)    Parent agrees that for a period of 12 months following the Effective Time (or, if earlier, the date of the applicable Continuing Employee’s termination of employment with Parent or one of its Affiliates) (the “Continuation Period”),Parent shall, or shall cause the applicable Subsidiary of Parent to provide each employee of Parent or its Affiliates who was an employee of the Company or any of its Affiliates immediately prior to the Closing and who continues in employment with Parent or any of its Subsidiaries, including the Surviving Company and the Surviving OpCo, immediately following the Closing (each, a “Continuing Employee”): (i) annual base salary or hourly wage rate (as applicable) and annual cash bonus opportunities that are no less favorable than the annual base salary or hourly wage rate, as applicable, and annual cash bonus opportunities in effect for such Continuing Employee immediately prior to the Effective Time and (ii) employee benefits (including equity and equity-based compensation but excluding nonqualified deferred compensation, defined benefit plans, and retiree medical or welfare plans or arrangements) that are substantially similar in the aggregate to the employee benefits to which such Continuing Employee was entitled immediately prior to the Effective Time (subject to the same exclusions). For the avoidance of doubt, nothing in thisSection 6.9(a) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa.

(b)    Notwithstanding anything to the contrary under Section 6.9(a), with respect to any Continuing Employee whose employment is terminated during the 18-month period following Closing, Parent shall or shall cause the applicable Subsidiary of Parent to, provide severance benefits to such Continuing Employee that are no less favorable than those that would have been

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payable to such Continuing Employee in respect of such a termination of employment under the severance plan, policy or agreement maintained by the Company for the benefit of such Continuing Employee immediately prior to the Closing Date as set forth on Schedule 6.9(b) of the Company Disclosure Letter.

(c)    From and after the Effective Time, as applicable, Parent shall, or shall cause the Surviving Company, the Surviving OpCo and their respective Subsidiaries to credit the Continuing Employees for purposes of vesting, eligibility to participate and benefit accrual (including for purposes of determining severance benefits and the number of vacation days and other paid time off to which each Continuing Employee is entitled) under the corresponding Parent Benefit Plan (other than for any purposes with respect to any “defined benefit plan” as defined in Section 3(35) of ERISA, retiree medical benefits or disability benefits, equity or equity based compensation or nonqualified deferred compensation plans) in which the Continuing Employees participate, for such Continuing Employees’ service with the Company and its Subsidiaries to the same extent and for the same purposes that such service was taken into account under a corresponding Company Benefit Plan in effect immediately prior to the Closing Date, to the extent that such credit does not result in duplicate benefits or compensation.

(d)    The Parties shall, or shall cause the Surviving Company, the Surviving OpCo and their respective Subsidiaries, to use commercially reasonable efforts to, for the plan year in which the Closing Date occurs: (i) waive any limitation on health coverage of any Continuing Employees or any of their covered, eligible dependents due to pre-existing conditions and/or waiting periods, active employment requirements and requirements to show evidence of good health under any Parent Benefit Plan that is a group health plan in which the Continuing Employees participate to the extent such Continuing Employee and his or her eligible dependents are covered under the corresponding Company Benefit Plan immediately prior to the Closing Date, and such conditions, periods or requirements are satisfied or waived under such Company Benefit Plan, and (ii) give each Continuing Employee credit towards applicable deductibles, coinsurance and annual out-of-pocket limits for medical expenses incurred prior to the Closing Date for which payment has been made, in each case, to the extent permitted by the applicable insurance plan provider.

(e)    Prior to the Closing Date, if requested by Parent in writing at least five (5) days before the Closing, the Company shall cause the Company and its Subsidiaries to take all necessary and appropriate actions to cause (i) each Company Benefit Plan intended to be qualified under Section 401(a) of the Code (the “Company 401(k) Plan”) to be terminated and (ii) all participants to cease participating under the Company 401(k) Plan, in each case, effective no later than the Business Day preceding the Closing Date; provided, however, that such actions may be contingent upon Closing. The Company shall provide Parent with an advance copy of all documentation necessary to effect this Section 6.9(e) and a reasonable opportunity to comment thereon prior to the adoption or execution thereof. As soon as administratively practicable following the Effective Time, Parent shall use commercially reasonable efforts to take any and all action as may be reasonably required, including amendments to a defined contribution retirement plan intended to be qualified under Section 401(a) of the Code designated by Parent (the “Parent 401(k) Plan”) to (x) cause the Parent 401(k) Plan to accept any “eligible rollover distributions” (within the meaning of Section 402(c)(4) of the Code) in the form of cash in an amount equal to the full account balance distributed or distributable to such Continuing

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Employee from the Company 401(k) Plan to the Parent 401(k) Plan and (y) cause each Continuing Employee to become a participant in the Parent 401(k) Plan as soon as administratively practicable following the Closing Date (giving effect to the service crediting provisions of Section 6.9(b)).

(f)    Parent shall, or shall cause the Surviving Company, the Surviving OpCo and their respective Subsidiaries to, provide that each eligible Continuing Employee receives an annual bonus in respect of the fiscal year in which the Closing Date occurs consistent with Schedule 6.9(f) of the Company Disclosure Letter.

(g)    From and after the Effective Time, Parent shall, or shall cause the Surviving Company, the Surviving OpCo and their respective Subsidiaries, to assume and honor their respective obligations under all employment, severance, change in control, retention, and other agreements, if any, between the Company (or a Subsidiary thereof) and an individual employed prior to the Closing Date by the Company or a Subsidiary thereof to the extent set forth on Schedule 4.10(a) of the Company Disclosure Letter or as otherwise contemplated by the terms of this Agreement and the Company Disclosure Letter.

(h)    Nothing in this Agreement shall constitute an establishment or termination of, or an amendment to, or be construed as establishing, terminating or amending, any Parent Benefit Plan, Company Benefit Plan or other benefit or compensation plan, program, policy, contract, agreement or arrangement at any time. The provisions of this Section 6.9 are for the sole benefit of the Parties and nothing herein, expressed or implied, is intended or will be construed to confer upon or give to any Person (including, for the avoidance of doubt, any Company Employee or other current or former employee of the Company, Parent or any of their respective Affiliates), other than the Parties and their respective permitted successors and assigns, any third party beneficiary, legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 6.9) under or by reason of any provision of this Section 6.9. Nothing in this Section 6.9 is intended to (i) prevent Parent, the Surviving Company, the Surviving OpCo or any of their Affiliates from terminating the employment or service of any Person, including a Company Employee, at any time and for any reason, (ii) provide any Person any right to employment or service or continued employment or service with Parent or any of its Subsidiaries (including following the Subsequent Company Merger Effective Time, the Surviving Company and following the consummation of the OpCo Merger, the Surviving OpCo) or any particular term or condition of employment or service, or (iii) prevent Parent, the Surviving Company, or any of their Affiliates from adopting, establishing, terminating, revising or amending any Parent Benefit Plan, Company Benefit Plan (except as otherwise provided under the terms of such Company Benefit Plan, as in effect as of the Initial Company Merger Effective Time) or other benefit or compensation plan, program, policy, contract, agreement or arrangement at any time.

Section 6.10    Indemnification; Directors’ and Officers’ Insurance.

(a)    Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, from the Initial Company Merger Effective Time and until the six (6) year anniversary of the Initial Company Merger Effective Time, Parent and the Surviving Company shall, jointly and severally, indemnify, defend and hold harmless, in the same manner as provided by the

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Company immediately prior to the date of this Agreement (including, for the avoidance of doubt, by maintaining the protections afforded to directors and officers of the Company in the event of a future change in applicable law (including changes in law after the date of this Agreement) set forth in Article 7 of the Third Amended and Restated Certificate of Incorporation of the Company, as amended), each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Initial Company Merger Effective Time, a director or officer of the Company or any of its Subsidiaries or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer or fiduciary of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, in each case, when acting in such capacity (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer or fiduciary of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, but not after, the Initial Company Merger Effective Time and whether asserted or claimed prior to, at or after the Initial Company Merger Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law (and Parent and the Surviving Company shall, jointly and severally, pay expenses incurred in connection therewith, including but not limited to expenses for the retention of the Company’s regularly engaged legal counsel or other counsel satisfactory to them, in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable Law). Without limiting the foregoing, in the event any such Proceeding is brought or threatened to be brought against any Indemnified Persons (whether arising before or after the Initial Company Merger Effective Time), (i) the Indemnified Persons may retain the Company’s regularly engaged legal counsel or other counsel satisfactory to them, and Parent and the Surviving Company shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons as promptly as statements therefor are received, and (ii) Parent and the Surviving Company shall use their best efforts to assist in the defense of any such matter. Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.10, upon learning of any such Proceeding, shall notify Parent and the Surviving Company (but the failure so to notify shall not relieve a Party from any obligations that it may have under this Section 6.10 except to the extent such failure materially prejudices such Party’s position with respect to such claims). With respect to any determination of whether any Indemnified Person is entitled to indemnification by Parent or Surviving Company under this Section 6.10, such Indemnified Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel selected by the Indemnified Person and approved by Parent or Surviving Company, as applicable (which approval shall not be unreasonably withheld or delayed), and who has not otherwise performed

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material services for Parent, Surviving Company or the Indemnified Person within the last three (3) years.

(b)    Parent and Merger Sub II agree that, until the six (6) year anniversary date of the Initial Company Merger Effective Time, that neither Parent nor the Surviving Company shall amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Company or its Subsidiaries in any manner that would affect adversely the rights thereunder or under the Organizational Documents of the Surviving Company or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. Parent shall, and shall cause the Surviving Company and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of their respective directors or officers existing and in effect immediately prior to the Initial Company Merger Effective Time.

(c)    To the extent permitted by applicable Law, Parent and the Surviving Company shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.10(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.10 or under any charter, bylaw or Contract regardless of whether such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder.

(d)    Parent and the Surviving Company shall cause to be put in place, and Parent shall fully prepay immediately prior to the Initial Company Merger Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Initial Company Merger Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at, prior to, or after, the Initial Company Merger Effective Time; provided, however, that in no event shall the aggregate cost of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage reasonably available for a cost not exceeding such amount.

(e)    In the event that Parent, the Surviving Company or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 6.10. The provisions of this Section 6.10 are intended to be for the benefit of, and shall be enforceable by, the Parties and each Person entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.10, and his heirs and Representatives. The rights of the Indemnified Persons under this Section 6.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Law. To the extent permitted by applicable Law, Parent and the Surviving Company shall pay all expenses, including reasonable and

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documented attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.10.

Section 6.11    Transaction Litigation. In the event any Proceeding by any Governmental Entity or other Person is commenced or, to the knowledge of the Company or Parent, as applicable, threatened, that questions the validity or legality of the Transactions or seeks damages or an injunction in connection therewith, including stockholder litigation (“Transaction Litigation”), the Company or Parent, as applicable, shall promptly notify the other Party of such Transaction Litigation and shall keep the other Party reasonably informed with respect to the status thereof. Each Party shall give the other Party a reasonable opportunity to participate in the defense or settlement of any Transaction Litigation (at such Party’s cost) and shall consider in good faith, acting reasonably the other Party’s advice with respect to such Transaction Litigation; provided that the Party that is subject to such Transaction Litigation shall not offer or agree to settle any Transaction Litigation without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 6.12    Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by the Parties. No Party shall, and each will cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, without the prior written approval of the other Party. Notwithstanding the foregoing, a Party, its Subsidiaries or their Representatives may issue a public announcement or other public disclosures (a) required by applicable Law, (b) required by the rules of any stock exchange upon which such Party’s shares or capital stock, as applicable, is traded or (c) consistent with the final form of the joint press release announcing the Mergers and the investor presentation given to investors on the morning of announcement of the Mergers; provided, in the case of clauses (a) and (b), such Party uses reasonable best efforts to afford the other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments thereon (which such comments shall be considered in good faith by the disclosing party); and provided, further, that no provision in this Agreement shall be deemed to restrict in any manner a Party’s ability to communicate with its employees and that neither Party shall be required by any provision of this Agreement to consult with or obtain any approval from any other Party with respect to a public announcement or press release issued in connection with the receipt and existence of a Company Competing Proposal or a Parent Competing Proposal, as applicable, and matters related thereto or a Company Change of Recommendation or a Parent Change of Recommendation, other than as set forth in Section 6.3 or Section 6.4, as applicable.

Section 6.13    Control of Business. Without limiting in any way any Party’s rights or obligations under this Agreement, nothing contained in this Agreement shall give any Party, directly or indirectly, the right to control or direct the other Party and their respective Subsidiaries’ operations prior to the Initial Company Merger Effective Time. Prior to the Initial Company Merger Effective Time, each of the Parties shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 6.14    Transfer Taxes. Except as otherwise provided in Section 3.5(b), to the extent any Transfer Taxes are imposed with respect to the Transactions, such Transfer Taxes shall be borne by Pacers OpCo. The Parties will cooperate, in good faith, in the filing of any Tax Returns with respect to such Transfer Taxes and the minimization, to the extent reasonably permissible under applicable Law, of the amount of any such Transfer Taxes.

Section 6.15    Section 16 Matters. Prior to the Initial Company Merger Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of

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equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 under the Exchange Act.

Section 6.16    Stock Exchange Listing and Deregistration. Parent shall take all action necessary to cause the shares of Parent Class A Common Stock to be issued in the Mergers (including any shares issuable upon the exchange of Pacers OpCo Units and Parent Class C Common Stock to be issued pursuant to this Agreement) to be conditionally approved for listing on the NYSE prior to the Initial Company Merger Effective Time, subject to official notice of issuance. Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Law and rules and policies of NYSE to enable the delisting by the Surviving Company of the shares of Company Class A Common Stock from NYSE and the deregistration of the shares of Company Class A Common Stock under the Exchange Act promptly after the Initial Company Merger Effective Time, and in any event no more than ten (10) days after the Initial Company Merger Effective Time. If the Surviving Company is required to file any quarterly or annual report pursuant to the Exchange Act by a filing deadline that is imposed by the Exchange Act and which falls on a date within the fifteen (15) days following the Closing Date, the Company shall make available to Parent, at least ten (10) Business Days prior to the Closing Date, a substantially final draft of any such annual or quarterly report reasonably likely to be required to be filed during such period. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement, Parent shall promptly notify the Company of any material communications or correspondence received by Parent from NYSE with respect to the listing of shares of Parent Class A Common Stock to be issued in the Mergers or other securities of Parent, compliance with the rules and regulations of NYSE, and any potential cease-trade, suspension or delisting action contemplated or threatened by NYSE.

Section 6.17    Registration Rights Agreement. Not less than thirty (30) days prior to Closing, Parent shall offer to each holder of Heat OpCo Units as of such date to enter into a joinder to the Registration Rights Agreement with such Person in the form attached to the Registration Rights Agreement set forth on Exhibit C, and, at or prior to the Closing Date, Parent shall enter into an agreement with each holder of Heat OpCo Units who desires to be a party thereto, and informs Parent thereof, not less than three (3) Business Days prior to the Closing Date.

Section 6.18    Intended Tax Treatment; Tax Cooperation.

(a)    Each of Parent, Pacers OpCo, the Company and Heat OpCo shall (and shall cause each of its Subsidiaries and Affiliates to) use reasonable best efforts to cause the Transactions to qualify for the Intended Tax Treatment; provided that the Parties will not, based on the foregoing, be required to make any adjustments to the amount or form of Merger Consideration or any other amounts payable to the unitholders of Heat OpCo or stockholders of the Company or with respect to any Company RSUs or Company PSUs pursuant to any Transaction Document, including the distributions and dividends described in Section 6.23. Neither Parent, Pacers OpCo, the Company nor Heat OpCo shall (nor shall they permit their respective Subsidiaries or Affiliates to) take any action (whether or not otherwise permitted under this Agreement), or cause any action to be taken, which action could reasonably be expected to prevent or impede, the Transactions from qualifying for the Intended Tax Treatment. Each of Parent, Pacers OpCo, the Company and Heat OpCo shall notify the other Parties promptly after

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becoming aware of any fact or circumstance that could reasonably be expected to cause the Transactions to fail to qualify for the Intended Tax Treatment.

(b)    This Agreement is intended to constitute, and the Parties adopt this Agreement as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code and within the meaning of Treasury Regulations §§ 1.368-2(g) and 1.368-3(a). The relevant Parties shall (and shall cause their Subsidiaries and Affiliates to) treat the Transactions as qualifying for the Intended Tax Treatment for U.S. federal (and applicable state and local) income Tax purposes, file their applicable Tax Returns consistent with the Intended Tax Treatment and, except to the extent otherwise required by a final “determination” within the meaning of Section 1313(a) of the Code, take no Tax position inconsistent with the Intended Tax Treatment.

(c)    Each of Parent, Pacers OpCo, the Company and Heat OpCo shall reasonably cooperate with one another and their respective Tax advisors and use its reasonable best efforts (i) in order for the Tax opinion described in Section 7.3(e) to be rendered and (ii) in connection with the issuance to Parent or the Company of any Tax opinion or advice by its counsel or other Tax advisors relating to the Tax consequences of the Transactions, including any such opinion to be filed in connection with the Registration Statement or the Joint Proxy Statement/Prospectus. In connection with the opinion described in Section 7.3(e) and any other Tax opinion to be issued to any of the Parties related to the Tax consequences of the Transactions, (i) the Company (and, if applicable, Heat OpCo) shall deliver to Company Counsel, Parent Counsel or such other counsel as may be applicable, a duly authorized and executed officer’s certificate, dated as of the Closing Date (and, if requested, dated as of such additional dates as may be necessary in connection with the preparation, filing and delivery of the Registration Statement or the Joint Proxy Statement/Prospectus or such other dates as may be applicable), containing such representations, warranties and covenants as shall be reasonably necessary or appropriate to enable such counsel to render the Tax opinion described in Section 7.3(e) (the “Company Officer’s Tax Certificate”) or such other Tax opinion, and (ii) Parent (and, if applicable, Pacers OpCo) shall deliver to Company Counsel, Parent Counsel or such other counsel as may be applicable, a duly authorized and executed officer’s certificate, dated as of the Closing Date (and, if requested, dated as of such additional dates as may be necessary in connection with the preparation, filing and delivery of the Registration Statement or the Joint Proxy Statement/Prospectus or such other dates as may be applicable), containing such representations, warranties and covenants as shall be reasonably necessary or appropriate to enable such counsel to render the Tax opinion described in Section 7.3(e) (the “Parent Officer’s Tax Certificate”) or such other Tax opinion, and Parent, Pacers OpCo, the Company and Heat OpCo shall provide such other information as reasonably requested by counsel for purposes of rendering the opinion described in Section 7.3(e) (or any opinions to be filed in connection with the Registration Statement or the Joint Proxy Statement/Prospectus). If any Tax opinion is required to be delivered in connection with the Joint Proxy Statement/Prospectus as it relates to the qualification of the Initial Company Merger and the Subsequent Company Merger as a “reorganization” within the meaning of Section 368(a) of the Code, such Tax opinion shall be delivered by Company Counsel.

(d)    Parent and the Company shall, and shall cause their respective Representatives to, consult in good faith regarding (i) any tax planning steps that may be beneficial to undertake in respect of Lynden Energy Corporation (including consideration of the potential liquidation of Lynden Energy Corporation prior to the Closing) and (ii) any material tax reporting matters with

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respect to the Company and its Subsidiaries that may be relevant to Parent and its Affiliates (including, following the Initial Company Merger, the Company and Heat OpCo) that would require the consent of Parent pursuant to Section 6.1(b)(viii). The Company shall consider in good faith any reasonable comments provided by Parent reasonably in advance of such due date. The Parties agree that any action agreed in writing by the Company and Parent to be undertaken pursuant to this Section 6.18(d) shall not constitute a breach of the covenants set forth in Section 6.1 or Section 6.2.

Section 6.19    Takeover Laws. None of the Parties will take any action that would cause the Transactions to be subject to requirements imposed by any Takeover Laws, and each of them will take all reasonable steps within its control to exempt (or ensure the continued exemption of) the Transactions from the Takeover Laws of any state that purport to apply to this Agreement or the Transactions.

Section 6.20    Obligations of Merger Sub I and Merger Sub II. Parent shall take all action necessary to cause Merger Sub I and Merger Sub II to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby, including the Mergers, upon the terms and subject to the conditions set forth in this Agreement.

Section 6.21    Financing Matters.

(a)    The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility.

(b)    From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company

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and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Section 6.22    Derivative Contracts; Hedging Matters.

(a)    The Company shall use reasonable best efforts to assist Parent, its Subsidiaries and its and their Representatives in the amendment, assignment or novation of any Derivative Transaction (including any commodity hedging arrangement or related Contract) of the Company or any of its Subsidiaries, in each case, on terms that are reasonably requested by Parent and effective at and conditioned upon the Closing.

(b)    Between the date hereof and the Initial Company Merger Effective Time, except as set forth on Schedule 6.22 of the Company Disclosure Letter, the Company shall obtain consent from Parent prior to the Company or any of its Subsidiaries unwinding or otherwise modifying existing hedges or entering into any Derivative Transactions.

Section 6.23    Dividends and Distributions.

(a)    Between the date of this Agreement and the OpCo Merger Effective Time, each of Parent and the Company shall coordinate with each other regarding the declaration and payment of dividends in respect of shares of Parent Class A Common Stock and Company Class A Common Stock and the record and payment dates relating thereto, in order to effect the matters contemplated by this Section 6.23. From the date of this Merger Agreement until the Initial Merger Effective Time, Parent shall not declare any dividend and Pacers OpCo shall not declare any distribution that, in each case, is not fully paid (and deemed to have been fully paid pursuant to Section 6.23(b) or Section 6.23(c), as applicable) prior to the date of the Closing.

(b)    Prior to the Initial Company Merger Effective Time, Heat OpCo shall declare a distribution to the unitholders of Heat OpCo, the record date for which shall be the close of business on the last business day prior to the day on which the Initial Company Merger Effective Time occurs and the payment date for which shall be three (3) Business Days after the Initial Company Merger Effective Time; provided,that the payment of such distribution may be conditioned upon the occurrence of the Initial Company Merger Effective Time. The amount distributed per Heat OpCo Unit payable by Heat OpCo pursuant to this Section 6.23(b) shall be an amount equal to the product of (i) the aggregate amount of cash distribution paid per Pacers OpCo Unit (excluding Tax distributions, if any, paid by Pacers OpCo to permit the payment of taxes by Pacers, together with any corresponding pro rata Tax distributions to other holders of Pacers OpCo Units) on or after the date of this Agreement and prior to the Initial Company Merger Effective Time (for the avoidance of doubt, such amounts shall include any distribution required to be made by Pacers OpCo to its unitholders in respect of the quarterly base and variable dividend payable to holders of Parent Class A Common Stock on August 23, 2023 even if such distribution was made on or prior to the date hereof), multiplied by (ii) the Exchange Ratio.

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(c)    Prior to the Initial Company Merger Effective Time, the Company shall declare a dividend to its shareholders, including, for the avoidance of doubt, holders of Company RSUs and Company PSUs (and for the avoidance of doubt, Heat OpCo shall be permitted to make a distribution or payment to the Company, or otherwise provide funding, to allow the Company to make any such required payment to the holders of Company RSUs and Company PSUs), the record date for which shall be the close of business on the last business day prior to the day on which the Initial Company Merger Effective Time occurs and the payment date for which shall be three (3) Business Days after the OpCo Merger Effective Time; provided,that the payment of such dividend may be conditioned upon the occurrence of the OpCo Merger Effective Time. The per share dividend amount payable by the Company pursuant to this Section 6.23(c) shall be an amount equal to the product of (i) the aggregate amount of cash dividends paid per share of Parent Class A Common Stock on or after the date of this Agreement and prior to the OpCo Merger Effective Time, multiplied by (ii) the Exchange Ratio.

Section 6.24    Form S-3.Prior to the Closing, Parent shall use its commercially reasonable efforts to not take any action, or fail to take any action, which action or failure would reasonably be expected to cause Parent to be ineligible to file a registration statement on Form S-3ASR promulgated under the Securities Act (or any successor form). Parent shall use commercially reasonable efforts to cause any registration statement to be filed with the SEC pursuant to the Registration Rights Agreement to be declared effective in accordance therewith.

ARTICLE VII
CONDITIONS PRECEDENT

Section 7.1    Conditions to Each Party’s Obligation to Consummate the Mergers. The respective obligation of each Party to consummate the Mergers is subject to the satisfaction at or prior to the Initial Company Merger of the following conditions, any or all of which may be waived jointly by the Parties, in whole or in part, to the extent permitted by applicable Law:

(a)    Stockholder Approvals. (i) Company Stockholder Approval shall have been obtained in accordance with applicable Law and the Organizational Documents of the Company and (ii) Parent Stockholder Approval shall have been obtained in accordance with applicable Law and the Organizational Documents of Parent.

(b)    Regulatory Approval. Any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired.

(c)    No Injunctions or Restraints. No Governmental Entity having jurisdiction over any Party shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Transactions, including the Mergers, and no Law shall have been adopted that makes consummation of the Transactions, including the Mergers, illegal or otherwise prohibited.

(d)    Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or Proceedings seeking a stop order.

(e)    Stock Exchange Listing. The shares of Parent Class A Common Stock to be issued pursuant to this Agreement shall have been approved for listing on the NYSE, subject to

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official notice of issuance (including shares issuable upon exchange of the Parent Class C Common Stock to be issued pursuant to this Agreement).

Section 7.2    Additional Conditions to Obligations of the Parent Parties. The obligations of each of the Parent Parties to consummate the Mergers are subject to the satisfaction at or prior to the Initial Company Merger Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

(a)    Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in the first sentence of Section 4.1 (Organization, Standing and Power), Section 4.2(a), (b) and (c) (Capital Structure), Section 4.3(a) (Authority; No Violations; Consents and Approvals), and Section 4.6(a) (Absence of Certain Changes or Events) shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing, as though made on and as of the Closing (except, with respect to Section 4.2(a), (b) and (c) (Capital Structure), for any de minimis inaccuracies) (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), and (ii) all other representations and warranties of the Company Parties set forth in Article IV of this Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)    Performance of Obligations of the Company. Each of the Company Parties shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Initial Company Merger Effective Time; provided, that in no event shall a failure of any Person to deliver an IRS Form W-9 in accordance with Section 3.5(j)(ii) be a condition to the obligations of the Parent Parties to consummate the Mergers.

(c)    Compliance Certificate. Parent shall have received a certificate of the Company signed by an executive officer of the Company, dated the Closing Date, confirming that the conditions in Sections 7.2(a) and 7.2(b) have been satisfied.

Section 7.3    Additional Conditions to Obligations of the Company Parties. The obligation of each of the Company Parties to consummate the Mergers is subject to the satisfaction at or prior to the Initial Company Merger Effective Time of the following conditions, any or all of which may be waived exclusively by the Company, in whole or in part, to the extent permitted by applicable Law:

(a)    Representations and Warranties of the Parent Parties. (i) The representations and warranties of the Parent Parties set forth in the first sentence of Section 5.1 (Organization, Standing and Power), Section 5.2(a), (b) and (c) (Capital Structure), Section 5.3(a) (Authority; No Violations; Consents and Approvals), Section 5.6(a) (Absence of Certain Changes or Events) and Section 5.30 (Production) shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing, as though made on and as of the Closing (except, with respect to Section 5.2(a), (b) and (c) (Capital Structure), for any de minimis inaccuracies) (except that representations and warranties that speak as of a specified date shall have been true

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and correct only as of such date), and (ii) all other representations and warranties of Parent and Pacers OpCo set forth in Article IV of this Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality”, “in all material respects” or “Parent Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b)    Performance of Obligations of the Parent Parties. Each of the Parent Parties shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by them under this Agreement at or prior to the Initial Company Merger Effective Time.

(c)    Compliance Certificate. The Company shall have received a certificate of Parent signed by an executive officer of Parent, dated the Closing Date, confirming that the conditions in Sections 7.3(a) and 7.3(b) have been satisfied.

(d)    Pacers OpCo LLC Agreement. Each of Parent and Merger Sub II shall have delivered to the Company an executed counterpart to the Pacers OpCo LLC Agreement.

(e)    Tax Opinion. The Company shall have received a written opinion from Vinson & Elkins L.L.P. or such other nationally recognized law firm reasonably satisfactory to the Company (“Company Counsel”), in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Initial Company Merger and the Subsequent Company Merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; provided, however, that if Company Counsel is unwilling or unable to deliver such opinion, this condition shall be satisfied if such opinion is rendered by Kirkland & Ellis LLP (“Parent Counsel”). In rendering the opinion described in this Section 7.3(e), Company Counsel or Parent Counsel, as applicable, shall be entitled to rely on the Company Officer’s Tax Certificate, the Parent Officer’s Tax Certificate and such other representations, information and assumptions as Company Counsel or Parent Counsel reasonably deems relevant.

Section 7.4    Frustration of Closing Conditions. None of the Parties may rely, either as a basis for not consummating the Mergers or for terminating this Agreement, on the failure of any condition set forth in Sections 7.1, 7.2, or 7.3, as the case may be, to be satisfied if such failure was caused by such Party’s breach in any material respect of any provision of this Agreement.

ARTICLE VIII
TERMINATION

Section 8.1    Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Initial Company Merger Effective Time, whether (except as expressly set forth below) before or after Company Stockholder Approval or Parent Stockholder Approval has been obtained:

(a)    by mutual written consent of the Company and Parent;

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(b)    by either the Company or Parent:

(i)    if any Governmental Entity having jurisdiction over any Party shall have issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the Mergers and such order, decree, ruling or injunction or other action shall have become final and nonappealable, or if there shall be adopted any Law that permanently makes consummation of any of the Mergers illegal or otherwise permanently prohibited; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to any Party whose failure to fulfill any covenant or agreement under this Agreement has been the primary cause of or resulted in the action or event described in this Section 8.1(b)(i) occurring;

(ii)    if the Mergers shall not have been consummated on or before 5:00 p.m. Houston, Texas time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any Party whose failure to fulfill any material covenant or agreement under this Agreement has been the primary cause of or resulted in the failure of the Mergers to occur on or before such date;

(iii)    in the event of a breach by the other Party of any representation, warranty, covenant or other agreement contained in this Agreement which would give rise to the failure of a condition set forth in Section 7.2(a) or 7.2(b) or Section 7.3(a) or 7.3(b), as applicable, if it was continuing as of the Closing (and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured by the earlier of (A) thirty (30) days after the giving of written notice to the breaching Party of such breach and (B) two (2) Business Days prior to the Outside Date) (a “Terminable Breach”); provided, however, that the terminating Party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in this Agreement; or

(iv)    if (A) Company Stockholder Approval shall not have been obtained upon a vote at a duly held Company Stockholders Meeting, or at any adjournment or postponement thereof or (B) Parent Stockholder Approval shall not have been obtained upon a vote at a duly held Parent Stockholders Meeting, or at any adjournment or postponement thereof;

(c)    by Parent:

(i)     prior to, but not after, the time Company Stockholder Approval is obtained, if the Company Board or a committee thereof shall have effected a Company Change of Recommendation (whether or not such Company Change of Recommendation is permitted by this Agreement); or

(ii)    prior to, but not after, the time the Parent Stockholder Approval is obtained, in order to enter into a definitive agreement with respect to a Parent Superior Proposal; provided, however, that Parent shall have contemporaneously with such termination paid the Company the Parent Termination Fee pursuant to Section 8.3;

(d)    by the Company:

(i)    prior to, but not after, the time Parent Stockholder Approval is obtained, if the Parent Board or a committee thereof shall have effected a Parent Change of Recommendation (whether or not such Parent Change of Recommendation is permitted by this Agreement); or

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(ii)    prior to, but not after, the time the Company Stockholder Approval is obtained, in order to enter into a definitive agreement with respect to a Company Superior Proposal; provided, however, that the Company shall have contemporaneously with such termination paid Parent the Company Termination Fee pursuant to Section 8.3.

Section 8.2    Notice of Termination; Effect of Termination.

(a)    A terminating Party shall provide written notice of termination to the other Party specifying with particularity the reason for such termination and, if made in accordance with this Agreement, any termination shall be effective immediately upon delivery of such written notice to the other Party.

(b)    In the event of termination of this Agreement by any Party as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any Party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Article I and Article IX (and the provisions that substantively define any related defined terms not substantively defined in Article I); provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any Party from liability for any damages for a Willful and Material Breach of this Agreement or fraud.

Section 8.3    Expenses and Other Payments.

(a)    Except as otherwise provided in this Agreement, each Party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Mergers shall be consummated, except that all filing fees paid in respect of the filings under the HSR Act in connection with the Mergers shall be borne by Parent.

(b)    If Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation), then the Company shall pay Parent the Company Termination Fee in cash by wire transfer of immediately available funds to an account designated by Parent no later than three (3) Business Days after notice of termination of this Agreement.

(c)    If the Company terminates this Agreement pursuant to Section 8.1(d)(i) (Parent Change of Recommendation), then Parent shall pay the Company the Parent Termination Fee in cash by wire transfer of immediately available funds to an account designated by the Company no later than three (3) Business Days after notice of termination of this Agreement.

(d)    If the Company terminates this Agreement pursuant to Section 8.1(d)(ii) (Company Superior Proposal), then the Company shall pay Parent the Company Termination Fee in cash by wire transfer of immediately available funds to an account designated by Parent concurrently with the termination of this Agreement.

(e)    If Parent terminates this Agreement pursuant to Section 8.1(c)(ii) (Parent Superior Proposal), then Parent shall pay the Company the Parent Termination Fee in cash by wire transfer of immediately available funds to an account designated by the Company concurrently with the termination of this Agreement.

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(f)    If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv)(A) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination, a Company Competing Proposal shall have been publicly announced or publicly disclosed or (B) (1) the Company terminates this Agreement pursuant to Section 8.1(b)(ii) (Outside Date) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) or (2) Parent terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) and, in the case of each of clauses (1) and (2), following the execution of this Agreement and on or before the date of any such termination a Company Competing Proposal shall have been announced, disclosed or otherwise communicated to the Company Board and not withdrawn without qualification at least seven (7) Business Days prior to the date of such termination, and (ii) within twelve (12) months of the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee within three (3) Business Days after the earlier to occur of (x) the consummation of such Company Competing Proposal or (y) entering into a definitive agreement relating to a Company Competing Proposal. For purposes of this Section 8.3(f), any reference in the definition of Company Competing Proposal to “20% or more” and “at least 20%” shall be deemed to be a reference to “more than 50%”.

(g)    If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv)(B) (Failure to Obtain Parent Stockholder Approval), and on or before the date of any such termination, a Parent Competing Proposal shall have been publicly announced or publicly disclosed or (B) (1) Parent terminates this Agreement pursuant to Section 8.1(b)(ii) (Outside Date) at a time when the Company would be permitted to terminate this Agreement pursuant to Section 8.1(b)(iii) (Parent Terminable Breach) or (2) the Company terminates this Agreement pursuant to Section 8.1(b)(iii) (Parent Terminable Breach) and, in the case of each of clauses (1) and (2), following the execution of this Agreement and on or before the date of any such termination a Parent Competing Proposal shall have been announced, disclosed or otherwise communicated to the Parent Board and not withdrawn without qualification at least seven (7) Business Days prior to the date of such termination, and (ii) within twelve (12) months of the date of such termination, Parent enters into a definitive agreement with respect to a Parent Competing Proposal (or publicly approves or recommends to the stockholders of Parent or otherwise does not oppose, in the case of a tender or exchange offer, a Parent Competing Proposal) or consummates a Parent Competing Proposal, then Parent shall pay the Company the Parent Termination Fee within three (3) Business Days after the earlier to occur of (x) the consummation of such Parent Competing Proposal or (y) entering into a definitive agreement relating to a Parent Competing Proposal. For purposes of this Section 8.3(g), any reference in the definition of Parent Competing Proposal to “20% or more” and “at least 20%” shall be deemed to be a reference to “more than 50%”.

(h)    If Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv)(A) (Failure to Obtain Company Stockholder Approval), then the Company shall pay Parent the Parent Expenses.

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(i)    If Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv)(B) (Failure to Obtain Parent Stockholder Approval), then Parent shall pay the Company the Company Expenses.

(j)    In no event shall Parent or the Company, respectively, be entitled to receive more than one payment of the Company Termination Fee or Parent Termination Fee, as applicable. Notwithstanding anything in this Agreement to the contrary, the payment of the Parent Expenses or of the Company Expenses shall not relieve the Company or Parent, respectively, of any subsequent obligation to pay the Company Termination Fee pursuant to Section 8.3(b), Section 8.3(d) or Section 8.3(f) or the Parent Termination Fee pursuant to Section 8.3(c), Section 8.3(e) or Section 8.3(g), as applicable; provided, that the Company shall be entitled to credit any prior Parent Expenses actually paid by the Company against the amount of any Company Termination Fee required to be paid pursuant to Section 8.3(b), Section 8.3(d) or Section 8.3(f) and Parent shall be entitled to credit any prior Company Expenses actually paid by Parent against the amount of any Parent Termination Fee required to be paid pursuant to Section 8.3(c), Section 8.3(e) or Section 8.3(g). The Parties agree that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without these agreements, the Parties would not enter into this Agreement. If a Party fails to promptly pay the amount due by it pursuant to this Section 8.3, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the rate of 8% per annum. If, in order to obtain such payment, the other Party commences a Proceeding that results in judgment for such Party for such amount, the defaulting Party shall pay the other Party its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Proceeding. The Parties agree that the monetary remedies set forth in this Section 8.3 and the specific performance remedies set forth in Section 9.10 shall be the sole and exclusive remedies of (i) the Company and its Subsidiaries against the Parent Parties and any of their respective former, current or future directors, officers, stockholders, Representatives or Affiliates for any loss suffered as a result of the failure of any of the Mergers to be consummated except in the case of fraud or a Willful and Material Breach of any covenant, agreement or obligation (in which case only the Parent Parties shall be liable for damages for such fraud or Willful and Material Breach), and upon payment of such amount, none of the Parent Parties or any of their respective former, current or future directors, officers, stockholders, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for the liability of the Parent Parties in the case of fraud or a Willful and Material Breach of any covenant, agreement or obligation; and (ii) Parent and its Subsidiaries against the Company Parties and any of their respective former, current or future directors, officers, stockholders, Representatives or Affiliates for any loss suffered as a result of the failure of any of the Mergers to be consummated except in the case of fraud or a Willful and Material Breach of any covenant, agreement or obligation (in which case only the Company Parties shall be liable for damages for such fraud or Willful and Material Breach), and upon payment of such amount, none of the Company Parties or any of their respective former, current or future directors, officers, stockholders, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for the liability of the Company Parties in the case of fraud or a Willful and Material Breach of any covenant, agreement or obligation.

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ARTICLE IX
GENERAL PROVISIONS

Section 9.1    Schedule Definitions. All capitalized terms in the Company Disclosure Letter and the Parent Disclosure Letter shall have the meanings ascribed to them herein (including in Annex A) except as otherwise defined therein.

Section 9.2    Survival. Except as otherwise provided in this Agreement, none of the representations, warranties, agreements and covenants contained in this Agreement will survive the Closing; provided, however, that Article I (and the provisions that substantively define any related defined terms not substantively defined in Article I), this Article IX, Section 4.29 (No Additional Representations), Section 5.31 (No Additional Representations), Section 6.7 (Access to Information), Section 6.9 (Employee Matters), Section 6.10 (Indemnification; Directors’ and Officers’ Insurance) and Section 6.18 (Intended Tax Treatment) and those other covenants and agreements contained herein that by their terms apply, or that are to be performed in whole or in part, after the Closing, shall survive the Closing. The Confidentiality Agreement shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Initial Company Merger Effective Time.

Section 9.3    Notices. All notices, requests and other communications to any Party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by facsimile (but only upon confirmation of transmission by the transmitting equipment); (c) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received; provided, that each notice Party shall use reasonable best efforts to confirm receipt of any such e-mail correspondence promptly upon receipt of such request); or (d) if transmitted by national overnight courier, in each case as addressed as follows:

(i)    if to the Parent Parties, to:

Permian Resources Corporation
300 N. Marienfeld St., Suite 1000
Midland, Texas 79701
Attention:     John Bell
E-mail:        john.bell@permianres.com

with a required copy to (which copy shall not constitute notice):

Kirkland & Ellis LLP

609 Main Street, Suite 4700

Houston, Texas 77002

Attention:     Sean T. Wheeler, P.C.

        Debbie Yee, P.C.

        Camille E. Walker

Emily Lichtenheld

E-mail:     sean.wheeler@kirkland.com

        debbie.yee@kirkland.com

camille.walker@kirkland.com emily.lichtenheld@kirkland.com

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(ii)    if to the Company, to:

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Attention:     Robert J. Anderson

        Robert W. Hunt, Jr.

E-mail:     robert@earthstoneenery.com

bobby@earthstoneenergy.com

with a required copy to (which copy shall not constitute notice):

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

Attention:     Douglas E. McWilliams

Lande A. Spottswood

E-mail:     dmcwilliams@velaw.com

lspottswood@velaw.com

Section 9.4    Rules of Construction.

(a)    Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the Parties shall be deemed the work product of the Parties and may not be construed against any Party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted it is of no application and is hereby expressly waived.

(b)    The inclusion of any information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, that such information is required to be listed in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, that such items are material to the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, as the case may be, or that such items have resulted in a Company Material Adverse Effect or a Parent Material Adverse Effect. The headings, if any, of the individual sections of each of the Parent Disclosure Letter and the Company Disclosure Letter are inserted for convenience only and shall not be deemed to constitute a part thereof or a part of this Agreement. The Company Disclosure Letter and Parent Disclosure Letter are arranged in sections corresponding to the Sections of this Agreement merely for convenience, and the disclosure of an item in one section of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, as an exception to a particular representation or warranty, shall be deemed adequately disclosed as an exception with respect to all other representations or warranties to the extent that the relevance of such item to such representations or warranties is reasonably apparent on its face, notwithstanding the presence or absence of an appropriate section of the Company Disclosure Letter or Parent

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Disclosure Letter with respect to such other representations or warranties or an appropriate cross reference thereto.

(c)    The specification of any dollar amount in the representations and warranties or otherwise in this Agreement or in the Company Disclosure Letter or Parent Disclosure Letter is not intended and shall not be deemed to be an admission or acknowledgment of the materiality of such amounts or items, nor shall the same be used in any dispute or controversy between the Parties to determine whether any obligation, item or matter (whether or not described herein or included in any schedule) is or is not material for purposes of this Agreement.

(d)    All references in this Agreement to Annexes, Exhibits, Schedules, Articles, Sections, clauses, subclauses and other subdivisions refer to the corresponding Annexes, Exhibits, Schedules, Articles, Sections, clauses, subclauses and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, clauses, subclauses or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, clauses, subclauses or other subdivisions, and shall be disregarded in construing the language contained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section,” “this clause,” “this subclause” and words of similar import, refer only to the Sections, clauses or subclauses hereof in which such words occur. The word “including” (in its various forms) means “including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Any capitalized terms herein which are defined with reference to another agreement are defined with reference to such other agreement as of the date hereof, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date hereof. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. Unless the context otherwise requires, all references to a specific time shall refer to Houston, Texas time. The word “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” The term “dollars” and the symbol “$” mean United States Dollars. The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(e)    In this Agreement, except as the context may otherwise require, references to: (i) any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, solely to the extent (A) permitted by the terms thereof and, if applicable, by the terms of this Agreement and (B) that such amendment, modification, supplement, restatement or replacement has been made available to Parent or the Company, as applicable, prior to the date of this Agreement); (ii) any Governmental Entity include any successor to that Governmental Entity; (iii) any applicable Law refers to such applicable Law as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) and references to any section of any applicable Law or other Law include any successor to such section; (iv) “days” mean calendar days; when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day; and (v) “made available” means, with

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respect to any document, that such document was (A) in the electronic data room relating to the Transactions maintained by the Company or Parent, as applicable, (B) filed with or furnished to the SEC and available on EDGAR, or (C) provided by the Company or Parent, as applicable, in physical form for review by the other Party or its Representatives, in each case, by 5:00 p.m. Houston, Texas time on the day prior to the execution of this Agreement.

Section 9.5    Counterparts. This Agreement may be executed in two (2) or more counterparts, including via facsimile or e-mail in pdf form transmission, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

Section 9.6    Entire Agreement; No Third Party Beneficiaries. This Agreement (together with the Confidentiality Agreement and any other documents and instruments executed pursuant hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. Except for the provisions of (a) Article III (including, for the avoidance of doubt, the rights of the former holders of Company Common Stock and Heat OpCo Units to receive the Merger Consideration and any dividends or distributions to be paid in accordance with Section 6.23) but only from and after the Initial Company Merger Effective Time and (b) Section 6.10 (which from and after the Initial Company Merger Effective Time is intended for the benefit of, and shall be enforceable by, the Persons referred to therein and by their respective heirs and Representatives) but only from and after the Initial Company Merger Effective Time, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 9.7    Governing Law; Venue; Waiver of Jury Trial.

(a)    THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(b)    THE PARTIES IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DGCL, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH

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RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9.3 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(C)    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.7.

Section 9.8    Severability. Each Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order from a court or other competent authority for any Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, to the extent that a Party took an action inconsistent with this Agreement or failed to take action consistent with this Agreement or required by this Agreement pursuant to such order, such Party shall not incur any liability or obligation unless such Party did not in good faith seek to resist or object to the imposition or entering of such order.

Section 9.9    Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation of Law or otherwise) without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Any purported assignment in violation of this Section 9.9 shall be void.

Section 9.10    Specific Performance. The Parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the Parties. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent

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breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.10, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity. Each Party accordingly agrees (a) the non-breaching Party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the alleged breaching Party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement and will not plead in defense thereto that there are adequate remedies at Law, all in accordance with the terms of this Section 9.10. Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.10, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the Outside Date, any Party brings an action to enforce specifically the performance of the terms and provisions hereof by any other Party, the Outside Date shall automatically be extended by such other time period established by the court presiding over such action.

Section 9.11    Amendment. This Agreement may be amended by the Parties at any time before or after adoption of this Agreement by the stockholders of the Company, but, after any such adoption, no amendment shall be made which by Law would require the further approval by such stockholders without first obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.

Section 9.12    Extension; Waiver. At any time prior to the Initial Company Merger Effective Time, the Company and Parent may, to the extent legally allowed:

(a)    extend the time for the performance of any of the obligations or acts of the other Party hereunder;

(b)    waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered pursuant hereto; or

(c)    waive compliance with any of the agreements or conditions of the other Party contained herein.

Notwithstanding the foregoing, no failure or delay by the Company or Parent in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. No agreement on the part of a Party to any such extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such Party. No waiver by any of the Parties of any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 9.13    Non-Recourse. Notwithstanding anything in this Agreement to the contrary, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent,

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attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parent Parties or the Company Parties under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the Transactions.

Section 9.14    Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent and its Affiliates under or pursuant any agreement entered into with respect to the Debt Financing), each of the parties to this Agreement on behalf of itself and each of its controlled affiliates hereby: (a) agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Committed Financing Sources, arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York (provided, however, that notwithstanding the forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (B) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term may be defined in a commitment letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 8.1(b)(iii) or decline to consummate the Closing as a result thereof pursuant to Section 8.1 and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Committed Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable legal requirements trial by jury in any legal action brought against the Committed Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Committed Financing Sources will have any liability to any of the Company, its Subsidiaries or their respective affiliates relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company, its Subsidiaries or their respective affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Committed Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise,

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in any legal action involving any Committed Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (x) that the Committed Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 9.14 (and the definitions of any terms used in this Section 9.14) and (y) to the extent any amendments to any provision of this Section 9.14 (or, solely as they relate to such Section, the definitions of any terms used in this Section 9.14) are materially adverse to the Committed Financing Sources, such provisions shall not be amended without the prior written consent of the Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 9.14 shall in any way affect any party’s or any of their respective affiliates’ rights and remedies under any binding agreement between a Committed Financing Source and such party.

[Signature Page Follows]

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IN WITNESS WHEREOF, each Party has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

PARENT:

PERMIAN RESOURCES CORPORATION


By:    /s/ James Walter______________________    
Name:     James Walter
Title:    Co-Chief Executive Officer

MERGER SUB I:

SMITS MERGER SUB I INC.


By:    /s/ James WalterName:    James Walter
Title:    Co-Chief Executive Officer

MERGER SUB II:

SMITS MERGER SUB II LLC


By:    /s/ James Walter_____________________Name:    James Walter
Title:    Co-Chief Executive Officer

PACERS OPCO:

PERMIAN RESOURCES OPERATING, LLC


By:    /s/James Walter______________________    
Name:     James Walter
Title:    Co-Chief Executive Officer

Signature Page to Agreement and Plan of Merger

COMPANY:

EARTHSTONE ENERGY, INC.


By:    /s/ Robert J. Anderson_________________    
Name:    Robert J. Anderson
Title:    President and Chief Executive Officer

HEAT OPCO:

EARTHSTONE ENERGY HOLDINGS, LLC

By:    /s/ Robert J. Anderson_________________    
Name:     Robert J. Anderson
Title:    President and Chief Executive Officer

Signature Page to Agreement and Plan of Merger

ANNEX ACERTAIN DEFINITIONS

“Affiliate” means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person, through one or more intermediaries or otherwise; provided, that, for the avoidance of doubt, (a) no portfolio company of the Parent Supporting Stockholders shall be an Affiliate of Parent and (b) no portfolio company of the Company Supporting Stockholders shall be an Affiliate of the Company, in each case of clause (a) and (b), for purposes of this Agreement. For purposes of this definition, “control” and its correlative terms, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregated Group” means all Persons, entities or trades or businesses (whether or not incorporated) under common control with any other Person within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“Antitrust Authority” means the Federal Trade Commission, the Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction.

“Antitrust Laws” means the HSR Act or any other Law designed to prohibit, restrict or regulate actions for the purpose or effect of mergers, monopolization, restraining trade or abusing a dominant position.

“beneficial ownership” including the correlative term “beneficially owning” has the meaning ascribed to such term in Section 13(d) of the Exchange Act.

“Business Day” means a day other than a day on which banks in the State of New York are authorized or obligated to be closed.

“Committed Financing Sources” means each Debt Financing Source that has otherwise entered into any committed agreements with respect to any Debt Financing, including any other commitment letter or other documentation with respect to any permanent financing and any amendments, supplements, joinder agreements and definitive documentation relating thereto, together with their respective Affiliates, officers, directors, employees, agents, advisors, and representatives and their respective successors and permitted assigns.

“Company Benefit Plan” means each Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by the Company or any of its Subsidiaries, or under or with respect to which the Company or any of its Subsidiaries has any current or contingent liability or obligation.

“Company Class A Common Stock” means the Class A common stock, par value $0.001 per share, of the Company.

“Company Class B Common Stock” means the Class B common stock, par value $0.001 per share, of the Company.

“Company Common Stock” means the Company Class A Common Stock and the Company Class B Common Stock.

Annex A-1

“Company Competing Proposal” means any Contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than transactions only with Parent or any of its Subsidiaries) involving, directly or indirectly: (a) any direct or indirect acquisition (by asset purchase, share purchase, amalgamation, merger, arrangement, business combination, or otherwise) by any Person or group of any business or assets of the Company or any of its Subsidiaries (including shares in the capital of or ownership interest in any Subsidiary) that accounted for or generated 20% or more of the Company’s and its Subsidiaries’ assets (by fair market value), net revenue or earnings before interest, Taxes, depreciation and amortization for the preceding twelve (12) months, or any license, lease or long-term supply agreement having a similar economic effect, (b) any direct or indirect acquisition of beneficial ownership by any Person or group of 20% or more of the outstanding shares of Company Common Stock or any other securities entitled to vote on the election of directors or any direct or indirect take-over bid, tender or exchange offer or that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding shares of Company Common Stock or any other securities entitled to vote on the election of directors or (c) any merger, amalgamation, arrangement, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries which is structured to permit any Person or group to acquire beneficial ownership of at least 20% of the Company’s and its Subsidiaries’ assets or equity interests.

“Company Credit Facility” means the Credit Agreement, dated as of November 21, 2019, among Heat OpCo, as borrower, the Company, as Parent (as defined therein), each of the lenders and other financial institutions from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders, as amended prior to the date hereof.

“Company Data Security Requirements” means the following, in each case to the extent applicable to the Company or any of its Subsidiaries and relating to any security breach notification requirements, IT Assets or Personal Information, or any other matter relating to data privacy, protection, or security: (a) all applicable Laws and any related security breach notification requirements; (b) the Company or any of its Subsidiaries’ own rules, policies, and procedures; (c) industry standards to which the Company or any of its Subsidiaries purports to comply with or be bound; and (d) Contracts to which the Company or any of its Subsidiaries is bound.

“Company Equity Plan” means the Earthstone Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan, as amended from time to time.

“Company Expenses” means a cash amount equal to $50,000,000 to be paid in respect of the Company’s costs and expenses in connection with the negotiation, execution and performance of this Agreement and the Transactions.

“Company Intervening Event” means a development, event, effect, state of facts, condition, occurrence or change in circumstance that is material to the Company that occurs or arises after the date of this Agreement that was not known to or reasonably foreseeable by the Company Board as of the date of this Agreement (or if known, the magnitude or material consequences of which were not known by the Company Board as of the date of this Agreement); provided, however, that in no event shall (a) the receipt, existence or terms of a Company Competing Proposal or Parent Competing Proposal, or any matter relating thereto or a consequence thereof or (b) any changes to the market price or trading volume of shares of Company Class A Common Stock or Parent Class A Common Stock or any other securities of the Company or Parent, or the fact that the Company or Parent meets, fails to meet, or exceeds internal or published estimates, projections, forecasts or predictions for any period (however the underlying cause or any of the foregoing may constitute a Company Intervening Event), constitute a Company Intervening Event.

Annex A-2

“Company Mergers” means the Initial Company Merger and the Subsequent Company Merger.

“Company Owned IP” means all Intellectual Property owned or purported to be owned by, as applicable, the Company or its Subsidiaries.

“Company PSU” means a restricted stock unit granted pursuant to the Company Equity Plan that is subject to performance-based vesting.

“Company Reserve Engineer” means Cawley, Gillespie & Associates, Inc.

“Company RSU” means a restricted stock unit granted pursuant to the Company Equity Plan that vests solely on the basis of time.

“Company Stockholder Approval” means the adoption of this Agreement and the approval of the Transactions, including the Company Mergers, by the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon.

“Company Stockholders Meeting” means the meeting of the stockholders of the Company to be held for the purposes of obtaining Parent Stockholder Approval, including any postponement, adjournment or recess thereof.

“Company Superior Proposal” means a Company Competing Proposal that was not solicited at any time following the execution of this Agreement in breach of the obligations set forth in Section 6.3 (with references in the definition of Company Competing Proposal to “20% or more” and “at least 20%” being deemed to be replaced with references to “more than 50%”) that in the good faith determination of the Company Board or any committee thereof, after consultation with the Company’s financial advisors, (a) if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Mergers (after taking into account the time likely to be required to consummate such proposal and any adjustments or revisions to the terms of this Agreement offered by Parent in response to such proposal or otherwise) and, (b) is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial, regulatory and stockholder approval requirements, the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, the timing of closing, the identity of the Person or Persons making the proposal and any other aspects or factors considered relevant by the Company Board.

“Company Termination Fee” means $87,500,000.

“Consent” means any filing, notice, report, registration, approval, consent, ratification, permit, permission, waiver, expiration of waiting periods or authorization.

“Contract” means any contract, legally binding commitment, license, promissory note, loan, bond, mortgage, indenture, lease or other legally binding instrument or agreement (whether written or oral).

“COPAS” means Council of Petroleum Accountants Society.

“COVID-19” means the disease caused by SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, and/or related or associated epidemics, pandemics, disease outbreaks, or public health emergencies.

Annex A-3

“Debt Financing” means any debt financing incurred, including the public offering or private placement of debt securities, borrowing under revolving, long-term or bridge loans, in each case by Parent or any of its Subsidiaries in connection with the Mergers.

“Debt Financing Sources” means any underwriter, initial purchaser, syndicate or other group engaged for any and all purposes of the Debt Financing, including the parties providing or arranging financing pursuant to any commitment letters, engagement letters, underwriting agreements, securities purchase agreements, sales agreements, indentures, credit or joint venture participations or other agreements entered pursuant thereto or relating thereto, together with their Affiliates, officers, directors, employees, agents, advisors, and representatives and their respective successors and permitted assigns.

“Derivative Transaction” means any swap transaction, option, hedge, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities (including, without limitation, natural gas, natural gas liquids, crude oil and condensate), bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any put, call or other option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval System administered by the SEC.

“Employee Benefit Plan” means, whether or not funded or registered, each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), and each other benefit or compensation plan, equity option, restricted equity, equity purchase plan, equity or equity-based compensation plan, phantom equity or appreciation rights plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation or holiday pay policy, retention or severance pay plan, policy or agreement, deferred compensation agreement or arrangement, change in control, post-termination or retiree health or welfare, pension, savings, profit sharing, retirement, hospitalization or other health, medical, dental, vision, accident, disability, life or other insurance, executive compensation or supplemental income arrangement, individual consulting agreement, employment agreement, and any other benefit or compensation plan, policy, contract, agreement, arrangement, program, practice or understanding.

“Encumbrances” means liens, pledges, charges, encumbrances, claims, hypothecation, mortgages, deeds of trust, security interests, restrictions, rights of first refusal, defects in title, prior assignment, license, sublicense or other burdens, options or encumbrances of any kind or any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing (any action of correlative meaning, to “Encumber”).

“Environmental Laws” means any and all Laws pertaining to pollution, protection of the environment (including, without limitation, any natural resource damages or any generation, use, storage, treatment, disposal or Release of, or exposure to, Hazardous Materials) or human health and safety (as it relates to exposure to Hazardous Materials), in each case as enacted or in effect as of or prior to the Closing Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Annex A-4

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any federal, state, provincial, territorial, tribal, local or municipal court, governmental, regulatory or administrative agency, ministry or commission or other governmental authority or instrumentality, domestic or foreign (which entity has jurisdiction over the applicable Person), or public or private arbitral body.

“group” has the meaning ascribed to such term in Section 13(d) of the Exchange Act.

“Hazardous Materials” means any chemical, product, material, substance, waste, pollutant, or contaminant that is defined or listed as hazardous or toxic or that is otherwise regulated under, or for which standards of conduct or liability may be imposed pursuant to, any Environmental Law, including asbestos containing materials, whether in a friable or non-friable condition, lead-containing material polychlorinated biphenyls, radioactive materials (naturally occurring or otherwise), per- and polyfluoroalkyl substances, radon and any Hydrocarbons.

“Heat OpCo LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of Heat OpCo, dated as of April 14, 2022.

“Heat OpCo Membership Interests” means, collectively, Heat OpCo Units and Heat OpCo Preferred Units.

“Heat OpCo Preferred Units” means a Preferred Unit (as defined in the Heat OpCo LLC Agreement).

“Heat OpCo Units” means a Common Unit (as defined in the Heat OpCo LLC Agreement).

“Hydrocarbons” means any hydrocarbon-containing substance, crude oil, natural gas, casinghead gas, condensate, drip gas and natural gas liquids, coalbed gas, ethane, propane, iso-butane, nor-butane, gasoline, scrubber liquids and other liquids or gaseous hydrocarbons or other substances (including minerals or gases), or any combination thereof, produced, derived, refined or associated therewith.

“Indebtedness” of any Person means, without duplication: (a) indebtedness of such Person for borrowed money; (b) obligations of such Person to pay the deferred purchase or acquisition price for any property of such Person; (c) reimbursement obligations of such Person in respect of drawn letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (d) obligations of such Person under a lease to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP; and (e) indebtedness of others as described in clauses (a) through (d) above guaranteed by such Person; but Indebtedness does not include (i) accounts payable to trade creditors, or accrued expenses arising in the ordinary course of business consistent with past practice, in each case, that are not yet due and payable, or are being disputed in good faith, (ii) the endorsement of negotiable instruments for collection in the ordinary course of business and (iii) obligations arising from treasury services, banking products and cash management services.

“Intellectual Property” means any and all proprietary, industrial and intellectual property rights, under the applicable Law of any jurisdiction or rights under international treaties, both statutory and common Law rights, including: (a) utility models, supplementary protection certificates, invention disclosures, registrations, patents and applications for same, industrial design registrations and applications for same, and extensions, divisionals, continuations, continuations-in-part, reexaminations, revisions, renewals, substitutes, and reissues thereof;

Annex A-5

(b) trademarks, service marks, certification marks, collective marks, brand names, d/b/a’s, trade names, slogans, domain names, symbols, logos, trade dress and other identifiers of source, and registrations and applications for registrations thereof and renewals of the same (including all common Law rights and goodwill associated with the foregoing and symbolized thereby); (c) published and unpublished works of authorship, whether copyrightable or not, copyrights therein and thereto, together with all common Law and moral rights therein, database rights, and registrations and applications for registration of the foregoing, and all renewals, extensions, restorations and reversions thereof; (d) trade secrets, know-how, and other rights in information, including designs, formulations, concepts, compilations of information, methods, techniques, procedures, and processes, whether or not patentable; (e) Internet domain names and URLs; and (f) all other intellectual property, industrial or proprietary rights.

“IT Assets” means computers, software, servers, networks, workstations, routers, hubs, circuits, switches, data communications lines, firmware, information technology assets, equipment, and infrastructure, data processing, information, communications, and peripherals, including any outsourced systems and processes, and all associated documentation.

“knowledge” means the actual knowledge of, (a) in the case of the Company, the individuals listed on Schedule 1.1 of the Company Disclosure Letter and (b) in the case of Parent, the individuals listed on Schedule 1.1 of the Parent Disclosure Letter.

“Labor Agreement” means any collective bargaining agreement or other Contract with any labor union, labor organization, works council or similar employee representative body.

“Law” means any law, by-law, rule, regulation, ordinance, code, act, statute, injunction, ruling, award, decree, writ, judgment, order, treaty, convention, governmental directive or other legally enforceable requirement, U.S. or non-U.S., of any Governmental Entity, including common law and the rules and regulations of any applicable stock exchange.

“Material Adverse Effect” means, when used with respect to any Party, any fact, circumstance, effect, change, event or development that (a) would prevent, materially delay or materially impair the ability of such Party or its Subsidiaries to consummate the Transactions or (b) has, or would have, a material adverse effect on the financial condition, business or results of operations of such Party and its Subsidiaries, taken as a whole; provided, however, that, in respect of clause (b) above, no fact, circumstance, effect, change, event or development (by itself or when aggregated or taken together with any and all other facts, circumstances, effects, changes, events or developments) to the extent directly or indirectly resulting from, arising out of, attributable to, or related to any of the following shall be deemed to be or constitute a “Material Adverse Effect” with respect to a Party or shall be taken into account when determining whether a “Material Adverse Effect” with respect to a Party has occurred or may, would or could occur:

(i)    general economic conditions (or changes in such conditions) or conditions in the U.S. or global economies generally;

(ii)    conditions (or changes in such conditions) in the securities markets, credit markets, currency markets or other financial markets, including (A) changes in interest rates and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market;

(iii)    conditions (or changes in such conditions) in the oil and gas exploration, development or production industry (including changes in commodity prices, general market prices and regulatory changes affecting the industry);

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(iv)    political conditions (or changes in such conditions), the outbreak of a pandemic, epidemic, endemic or other widespread health crisis (including COVID-19), or acts of war (including the Russian/Ukraine conflict), sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism);

(v)    earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters or weather conditions;

(vi)    the announcement of this Agreement or the pendency or consummation of the Transactions (other than with respect to any representation or warranty that is intended to address the consequences of the execution or delivery of this Agreement or the announcement or consummation of the Transactions);

(vii)    the execution and delivery of or compliance with the terms of, or the taking of any action or failure to take any action which action or failure to act is requested in writing by the other Party or expressly required by, this Agreement, the public announcement of this Agreement or the Transactions (provided that this clause (vii) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Transactions);

(viii)    changes in Law or other legal or regulatory conditions, or the interpretation thereof, or changes in GAAP or other accounting standards (or the interpretation thereof), or that result from any action taken for the purpose of complying with any of the foregoing;

(ix)     any changes in such Party’s stock price or the trading volume of such Party’s stock, or any failure by such Party to meet any analysts’ estimates or expectations of such Party’s revenue, earnings or other financial performance or results of operations for any period, or any failure by such Party or any of its Subsidiaries to meet any internal or published budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that the facts or occurrences giving rise to or contributing to such changes or failures may constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect to the extent not otherwise excluded by the definition hereof); or

(x)     any Proceedings made or brought by any of the current or former stockholders of such Party (on their own behalf or on behalf of such Party) against a Company Party, a Parent Party or any of their respective directors or officers, arising out of the Mergers or in connection with any of the other Transactions;

provided, however, except to the extent such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the foregoing subclauses (i)–(v) disproportionately adversely affect such Party and its Subsidiaries, taken as a whole, as compared to other similarly situated participants operating in the oil and gas exploration, development or production industry (in which case, such adverse effects (if any) shall be taken into account when determining whether a “Material Adverse Effect” has occurred or may, would or could occur solely to the extent they are disproportionate).

“Mergers” means the Initial Company Merger, the Subsequent Company Merger and the OpCo Merger.

“MMcf” means one million cubic feet.

“Novo Purchase Agreement” means that certain Securities Purchase Agreement, dated as of June 14, 2023, by and among Heat OpCo, Novo Oil & Gas Legacy Holdings, LLC, a

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Delaware limited liability company, Novo Intermediate, LLC, a Delaware limited liability company, and Novo Oil & Gas Holdings, LLC, a Delaware limited liability company.

“NYSE” means the New York Stock Exchange.

“Oil and Gas Leases” means all leases, subleases, licenses or other occupancy or similar agreements (including any series of related leases with the same lessor) under which a Person leases, subleases or licenses or otherwise acquires or obtains rights to produce Hydrocarbons from real property interests.

“Oil and Gas Properties” means all interests in and rights with respect to (a) oil, gas, mineral, and similar properties of any kind and nature, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests, carried interests and other non-working interests and non-operating interests (including all Oil and Gas Leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, and in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations and concessions, (b) all Wells and (c) Hydrocarbons or revenues therefrom and claims and rights thereto.

“Organizational Documents” means (a) with respect to a corporation, the charter, articles or certificate of incorporation, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement, and (d) with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.

“other Party” means (a) Parent, Merger Sub I, Merger Sub II and Pacers OpCo when used with respect to the Company, and (b) the Company and Heat OpCo when used with respect to Parent, Merger Sub I, Merger Sub II or Pacers OpCo.

“Outside Date” means April 21, 2024; provided, that, if on such date, one or more conditions to the Closing set forth in Section 7.1(b) or Section 7.1(c) (if the legal prohibition or applicable Law relates to any of the matters referenced in Section 7.1(b)) shall not have been satisfied, but all other conditions to the Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on such date) or waived, then the Outside Date shall automatically extend to August 21, 2024.

“Pacers OpCo LLC Agreement” means the Sixth Amended and Restated Limited Liability Company Agreement of Pacers OpCo, dated as of September 1, 2022.

“Pacers OpCo Membership Interests” means, collectively, Pacers OpCo Units and Pacers OpCo Preferred Units.

“Pacers OpCo Preferred Units” means preference equity securities issued by Pacers OpCo that rank senior to Pacers OpCo Units with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of Pacers OpCo.

“Pacers OpCo Units” means a Common Unit (as defined in the Pacers OpCo LLC Agreement).

“Parent Benefit Plan” means each Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by Parent or any of its Subsidiaries, or under or with respect to which Parent or any of its Subsidiaries has any current or contingent liability or obligation.

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“Parent Class A Common Stock” means the Class A common stock, par value $0.0001 per share of Parent

“Parent Class C Common Stock” means the Class C common stock, par value $0.0001 of Parent.

“Parent Common Stock” means the Parent Class A Common Stock and the Parent Class C Common Stock.

“Parent Competing Proposal” means any Contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than transactions only with Parent or any of its Subsidiaries) involving, directly or indirectly: (a) any direct or indirect acquisition (by asset purchase, share purchase, amalgamation, merger, arrangement, business combination, or otherwise) by any Person or group of any business or assets of Parent or any of its Subsidiaries (including shares in the capital of or ownership interest in any Subsidiary) that accounted for or generated 20% or more of Parent’s and its Subsidiaries’ assets (by fair market value), net revenue or earnings before interest, Taxes, depreciation and amortization for the preceding twelve (12) months, or any license, lease or long-term supply agreement having a similar economic effect, (b) any direct or indirect acquisition of beneficial ownership by any Person or group of 20% or more of the outstanding shares of Parent Common Stock or any other securities entitled to vote on the election of directors or any direct or indirect take-over bid, tender or exchange offer or that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding shares of Parent Common Stock or any other securities entitled to vote on the election of directors or (c) any merger, amalgamation, arrangement, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent or any of its Subsidiaries which is structured to permit any Person or group to acquire beneficial ownership of at least 20% of Parent’s and its Subsidiaries’ assets or equity interests.

“Parent Credit Facility” means the Third Amended and Restated Credit Agreement dated as of February 18, 2022, among Pacers OpCo, as borrower, Parent, as Parent (as defined therein), each of the lenders and other financial institution from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, as amended prior to the date hereof.

“Parent Equity Plan” means the Permian Resources Corporation 2023 Long Term Incentive Plan, as amended from time to time.

“Parent Expenses” means a cash amount equal to $25,000,000 to be paid in respect of the Parent’s costs and expenses in connection with the negotiation, execution and performance of this Agreement and the Transactions.

“Parent Intervening Event” means a development, event, effect, state of facts, condition, occurrence or change in circumstance that is material to Parent that occurs or arises after the date of this Agreement that was not known to or reasonably foreseeable by the Parent Board as of the date of this Agreement (or if known, the magnitude or material consequences of which were not known by the Parent Board as of the date of this Agreement); provided, however, that in no event shall (a) the receipt, existence or terms of a Parent Competing Proposal or Company Competing Proposal, or any matter relating thereto or a consequence thereof or (b) any changes to the market price or trading volume of shares of Parent Class A Common Stock or Company Class A Common Stock or any other securities of Parent or the Company, or the fact that Parent or the Company meets, fails to meet, or exceeds internal or published estimates, projections, forecasts or predictions for any period (however the underlying cause or any of the foregoing may constitute a Parent Intervening Event), constitute a Parent Intervening Event.

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“Parent Options” means an option to purchase Parent Class A Common Stock under the Parent Equity Plan.

“Parent PSUs” means a restricted stock unit granted pursuant to the Parent Equity Plan that is subject to performance-based vesting.

“Parent Reserve Engineer” means Netherland, Sewell & Associates, Inc.

“Parent Restricted Shares” means any restricted share awards granted pursuant to the Parent Equity Plan.

“Parent Stockholder Approval” means the approval of the Parent Stock Issuance by the holders of a majority of the votes cast on the Parent Stock Issuance at the Parent Stockholders Meeting.

“Parent Stockholders Meeting” means the meeting of the stockholders of Parent to be held for the purposes of obtaining Parent Stockholder Approval, including any postponement, adjournment or recess thereof.

“Parent Superior Proposal” means a Parent Competing Proposal that was not solicited at any time following the execution of this Agreement in breach of the obligations set forth in Section 6.4 (with references in the definition of Parent Competing Proposal to “20% or more” and “at least 20%” being deemed to be replaced with references to “more than 50%”) that in the good faith determination of the Parent Board or any committee thereof, after consultation with the Parent’s financial advisors, (a) if consummated, would result in a transaction more favorable to the Parent’s stockholders from a financial point of view than the Mergers (after taking into account the time likely to be required to consummate such proposal and any adjustments or revisions to the terms of this Agreement offered by the Company in response to such proposal or otherwise) and (b) is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial, regulatory and stockholder approval requirements, the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, the timing of closing, the identity of the Person or Persons making the proposal and any other aspects or factors considered relevant by the Parent Board.

“Parent Termination Fee” means $175,000,000.

“Party” or “Parties” means a party or the parties to this Agreement, except as the context may otherwise require.

“Permitted Encumbrances” means:

(a)    to the extent not applicable to the Transactions or otherwise waived prior to the Initial Company Merger Effective Time, preferential purchase rights, rights of first refusal, purchase options and similar rights granted pursuant to any Contracts, including joint operating agreements, joint ownership agreements, participation agreements, development agreements, stockholders agreements, consents and other similar agreements and documents;

(b)    contractual or statutory mechanic’s, materialmen’s, warehouseman’s, journeyman’s, vendor’s, repairmen’s, construction and carrier’s liens and other similar Encumbrances arising in the ordinary course of business for amounts not yet delinquent and Encumbrances for Taxes or assessments or other governmental charges that are not yet delinquent or, in all instances, if delinquent, that are being contested in good faith by appropriate

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Proceedings and for which adequate reserves have been established on the financial statements of the Company or Parent, as applicable, in accordance with GAAP;

(c)    Production Burdens payable to third parties that are deducted in the calculation of discounted present value in the Company Reserve Report or the Parent Reserve Report, as applicable;

(d)    Encumbrances arising in the ordinary course of business under operating agreements, joint venture agreements, partnership agreements, Oil and Gas Leases, farm-out agreements, division orders, Contracts for the sale, purchase, transportation, processing or exchange of oil, gas or other Hydrocarbons, unitization and pooling declarations and agreements, area of mutual interest agreements, development agreements, joint ownership arrangements and other agreements that are customary in the oil and gas business, provided, however, that, in each case, such Encumbrance (i) secures obligations that are not Indebtedness or a deferred purchase price and are not delinquent and (ii) would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, on the value, use or operation of the property encumbered thereby;

(e)    such Encumbrances as the Company (in the case of Encumbrances with respect to properties or assets of Parent or its Subsidiaries) or Parent (in the case of Encumbrances with respect to properties or assets of the Company or its Subsidiaries), as applicable, have expressly waived in writing;

(f)    all easements, zoning restrictions, conditions, covenants, Rights-of-Way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, facilities, streets, alleys, highways, telephone lines, power lines, railways, removal of timber, grazing, logging operations, canals, ditches, reservoirs and other easements and Rights-of-Way, on, over or in respect of any of the properties of the Company or Parent, as applicable, or any of their respective Subsidiaries, that are customarily granted in the oil and gas industry and do not materially interfere with the operation, value or use of the property or asset affected;

(g)    Encumbrances imposed or promulgated by applicable Law or any Governmental Entity with respect to real property, including zoning, building or similar restrictions;

(h)    Encumbrances, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges, security interests, Rights-of-Way, covenants, restrictions and other similar matters that would be accepted by a reasonably prudent purchaser of oil and gas interests in the geographic area where such oil and gas interests are located, that would not reduce the net revenue interest share of the Company or Parent, as applicable, or such Party’s Subsidiaries, in any Oil and Gas Lease below the net revenue interest share shown in the Company Reserve Report or Parent Reserve Report, as applicable, with respect to such lease, or increase the working interest of the Company or Parent (without at least a proportionate increase in net revenue interest), as applicable, or of such Party’s Subsidiaries, in any Oil and Gas Lease above the working interest shown on the Company Reserve Report or Parent Reserve Report, as applicable, with respect to such lease and, in each case, that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable; and

(i)    with respect to (i) Parent and its Subsidiaries, Encumbrances arising under the Parent Credit Facility and (ii) the Company and its Subsidiaries prior to the Closing, Encumbrances arising pursuant to the Company Credit Facility and otherwise permitted under this Agreement.

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“Person” means any individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity.

“Personal Information” means any data or other information that, alone or in combination with other information held by the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, identifies, relates to, or could reasonably be used to identify an individual, household, or device, including any personally identifiable data, and any other personal information that is otherwise protected by, subject to, or defined under any applicable Laws as “personal information”, “personal data”, “personally identifiable information”, “protected health information”, or a similar term.

“Proceeding” means any actual or threatened claim (including a claim of a violation of applicable Law), cause of action, action, charge, complaint, audit, litigation, suit, investigation, citation, inquiry, originating application to a tribunal, arbitration or other proceeding at Law or in equity, in each case by or before a Governmental Entity whether civil, criminal, administrative, investigative or otherwise.

“Production Burdens” means any royalties (including lessor’s royalties), overriding royalties, production payments, net profit interests or other similar interests that constitute a burden on, and are measured by or are payable out of, the production of Hydrocarbons or the proceeds realized from the sale or other disposition thereof (including any amounts payable to publicly traded royalty trusts), but excluding Taxes and assessments of Governmental Entities.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or migrating through the environment.

“Representatives” means, with respect to any Person, the officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives of such Person.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Incident” means, any cyber or security incident, breach of security or unauthorized access, disclosure, destruction, processing, use, or exfiltration affecting or with respect to any as applicable, IT Assets, or Personal Information, including any phishing incident, ransomware, denial of service, malware or other cyberattack.

“Subsidiary” means, with respect to a Person, any Person, whether incorporated or unincorporated, of which (a) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (b) a general partner interest or (c) a managing member interest, is directly or indirectly owned or controlled by the subject Person or by one or more of its Subsidiaries.

“Takeover Law” means any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover statute or similar statute enacted under applicable Law.

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“Tax” or “Taxes” means any and all taxes, charges, levies, deductions, withholdings, custom duties or other assessments, in each case in the nature of a tax, imposed by any Governmental Entity, including income, gross receipts, license, payroll, employment, stamp, occupation, windfall profits, environmental, capital stock, social security, unemployment, disability, transfer, registration, ad valorem, alternative or add-on minimum, estimated, corporate, capital, excise, property, sales, use, turnover, value-added and franchise taxes, together with all interest, penalties and additions thereto.

“Tax Returns” means any return, report, statement, declaration, claim for refund, information return or other document (including any related or supporting information, schedule or attachment thereto and including any amendment thereof) filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or administration of any Taxes.

“Taxing Authority” means any Governmental Entity having jurisdiction over the administration or imposition of any Tax.

“Trading Day” means any day on which the shares of Parent Class A Common Stock are listed or quoted and traded on the NYSE.

“Transaction Document” means, individually or collectively, this Agreement, the Company Support Agreement, the Parent Support Agreement and the Registration Rights Agreement.

“Transactions” means the Mergers and the other transactions contemplated by this Agreement, including, without limitation, each other agreement to be executed and delivered in connection herewith and therewith and including, for greater certainty, the Parent Stock Issuance.

“Transfer Taxes” means any transfer, sales, use, stamp, registration or other similar Taxes; provided, for the avoidance of doubt, that Transfer Taxes shall not include any income, franchise or similar taxes.

“Treasury Regulations” means the temporary, proposed and final regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Voting Debt” of a Person means bonds, debentures, notes or other Indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of such Person may vote.

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws.

“Wells” means all oil or gas wells, whether producing, operating, shut-in or temporarily abandoned, located on an Oil and Gas Lease or any pooled, communitized or unitized acreage that includes all or a part of such Oil and Gas Lease or otherwise associated with an Oil and Gas Property of the applicable Person or any of its Subsidiaries, together with all oil, gas, natural gas liquids, water, other Hydrocarbons and mineral production from such well.

“Willful and Material Breach” shall mean a material breach (or the committing of a material breach) that is a consequence of an act or failure to take an act it is required to take under this Agreement by the breaching party with the knowledge that the taking of such act (or the failure to take such act) would, or would reasonably be expected to, constitute a breach of this Agreement.

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Exhibit AForm of Company Support Agreement

[Intentionally Omitted..]

Exhibit A-1

Exhibit BForm of Parent Support Agreement

[Intentionally Omitted.]

Exhibit B-1

Exhibit CForm of Registration Rights Agreement

[Intentionally Omitted.]

Exhibit C-1

Exhibit DForm of Seventh Amended and Restated Pacers OpCo LLC Agreement

[Intentionally Omitted.]

Exhibit D-1

Schedule ICompany Supporting Stockholders

[Intentionally Omitted.]

Schedule I-1

Schedule IIParent Supporting Stockholders

[Intentionally Omitted.]

Schedule II-1

EX-10.1

Exhibit 10.1

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent has entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company, the Company, and Earthstone Energy Holdings, LLC, a Delaware limited liability company;

WHEREAS, each Holder is the Beneficial Owner (as defined below) of such number of shares of Class A common stock, par value $0.0001 per share, of Parent and/or Class C common stock, par value $0.0001 per share, of Parent (collectively, the “Parent Common Stock” and such shares of Parent Common Stock, the “Shares”) set forth under its name on Schedule I hereto;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to the Company and its Subsidiary entering into the Merger Agreement, the Holders are entering into this Agreement with respect to the Shares; and

WHEREAS, the Holders are willing, subject to the limitations herein, not to Transfer (as defined below) any of their Shares, and to vote their Shares in a manner so as to facilitate the Parent Stock Issuance, consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I    
GENERAL

Section 1.1Definitions. This Agreement is the “Parent Support Agreement” as defined in the Merger Agreement. For purposes of this Agreement, Parent shall not be deemed an Affiliate of any Holder, and Parent and its Representatives are not Representatives of any Holder. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(a)    “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial Ownership shall also include record ownership of securities.

(b)    “Beneficial Owners” shall mean Persons who Beneficially Own the referenced securities.

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(c)    “Transfer” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, loan, pledge, grant of a security interest, hypothecation, disposition or other similar transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, loan, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Shares, including in each case through the Transfer of any Person or any interest in any Person or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that results in an amount of Shares subject to Article III that is less than the amount of Shares subject to Article III as of the date of this Agreement. For purposes of this Agreement, “capital stock” shall include interests in a partnership or limited liability company.

ARTICLE II    
AGREEMENT TO RETAIN SHARES

Section 2.1Transfer and Encumbrance of Shares.

(a)    From the date of this Agreement until the earliest of (i) Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Parent Stockholder Approval, a Parent Change of Recommendation in accordance with Section 6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that increases the amount or changes the form of Merger Consideration payable to the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Pacers OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Pacers OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.

(b)    Notwithstanding Section 2.1(a), the Holders may Transfer any Shares to any Person that is a party to an agreement with the Company with substantially similar terms as this Agreement.

(c)    Notwithstanding the foregoing, this Section 2.1 shall not prohibit a Transfer of any Shares by any Holder to any of its Affiliates; provided, that such Transfer shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares and Pacers OpCo Membership Interests to only one (1) Person.

Section 2.2Additional Purchases; Adjustments. Each Holder agrees that any shares of Parent Common Stock and any other shares of capital stock or other equity of Parent that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify Parent of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the

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like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

Section 2.3Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares or Pacers OpCo Membership Interests in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs Parent to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares and Pacers OpCo Membership Interests and to instruct Parent in its capacity as sole managing member of Pacers OpCo not to recognize any Transfer of Pacers OpCo Membership Interests in violation of Article II on the books and records of Pacers OpCo; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares or a Holder’s Pacers OpCo Membership Interests shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or Pacers OpCo Membership Interests subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

ARTICLE III    
AGREEMENT TO CONSENT AND VOTE

Section 3.1Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns:

(a)    in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and

(b)    against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1.

Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of

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the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Section 3.2Proxy. Each Holder hereby irrevocably appoints as its proxy and attorney-in-fact, the Company and any Person designated in writing by the Company, each of them individually, with full power of substitution and resubstitution, to vote the Shares as indicated in, and solely for the matters set forth in, Section 3.1(a) and Section 3.1(b) above. Each Holder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Holder with respect to the Shares (and each Holder hereby represents that any such proxy is revocable). The proxy granted by any Holder (i) shall be automatically revoked upon the occurrence of the Termination Date and (ii) may be terminated at any time by the Company in its sole election by written notice provided to such Holder.

ARTICLE IV    
ADDITIONAL AGREEMENTS

Section 4.1Further Assurances. Each Holder agrees that from and after the date of this Agreement and until the Termination Date, each Holder shall take no action that would reasonably be likely to adversely affect or delay the ability for it to perform its covenants and agreements under this Agreement.

Section 4.2Fiduciary Duties. Each Holder is entering into this Agreement solely in its capacity as the record owner or Beneficial Owner of the Shares and nothing herein is intended to or shall limit or affect any actions taken by any of such Holder’s designees serving in his or her capacity as a director of Parent (or a Subsidiary of Parent). The taking of any actions (or failures to act) by such Holder’s designees serving as a director of Parent (in such capacity as a director) shall not be deemed to constitute a breach of this Agreement.

ARTICLE V    
REPRESENTATIONS AND WARRANTIES

Section 5.1Representations and Warranties of Holders. Each Holder, severally and not jointly, hereby represents and warrants as follows:

(a)    Ownership. Such Holder has, with respect to the Shares, and at all times during the term of this Agreement will continue to have, Beneficial Ownership of, good and valid title to and full and exclusive power to vote, issue instructions with respect to the matters set forth in Article III, agree to all of the matters set forth in this Agreement and to Transfer the Shares. The Shares constitute all of the shares of Parent Common Stock owned of record or beneficially by such Holder as of the date of this Agreement. Other than this Agreement and except as set forth in the Pacers OpCo LLC Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, to which such Holder is a party obligating such Holder to Transfer or cause to be Transferred to any Person any of the Shares and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares.

(b)    Organization; Authority. Such Holder has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its

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obligations hereunder. This Agreement has been duly and validly executed and delivered by such Holder and (assuming due authorization, execution and delivery by Parent and the Company) constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by such Holder or the performance of such Holder’s obligations hereunder.

(c)    No Violation. The execution, delivery and performance by such Holder of this Agreement will not (i) violate any provision of any Law applicable to such Holder; (ii) violate any order, judgment or decree applicable to such Holder or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Holder or any of its Affiliates is a party, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Holder’s ability to satisfy its obligations hereunder.

(d)    Consents and Approvals. The execution and delivery by such Holder of this Agreement does not, and the performance of such Holder’s obligations hereunder, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Person or Governmental Entity, except such filings and authorizations as may be required under the Exchange Act.

(e)    Absence of Litigation. To the knowledge of such Holder, as of the date of this Agreement, there is no Proceeding pending against, or threatened in writing against, such Holder that would prevent the performance by such Holder of its obligations under this Agreement or to consummate the transactions contemplated hereby or by the Merger Agreement, including the Mergers, on a timely basis.

(f)    Absence of Other Voting Agreements. None of the Shares is or will be subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to voting, in each case, that is inconsistent with this Agreement, except as disclosed in the Company SEC Documents and as contemplated by this Agreement. None of the Shares is subject to any pledge agreement pursuant to which such Holder does not retain sole and exclusive voting rights with respect to the Shares subject to such pledge agreement at least until the occurrence of an event of default under the related debt instrument.

Section 5.2Representations and Warranties of the Company. The Company hereby represents and warrants as follows:

(a)    Organization; Authority. The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by each Holder and the Parent) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by the Company or the performance of the Company’s obligations hereunder.

(b)    No Violation. The execution, delivery and performance by the Company of this Agreement will not (i) violate any provision of any Law applicable to the Company; (ii) violate any order, judgment or decree applicable to the Company or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which the Company or any of its Affiliates is a party or any term or condition of its certificate of incorporation or bylaws, except where such conflict, breach or default would not reasonably be expected to,

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individually or in the aggregate, have an adverse effect on the Company’s ability to satisfy its obligations hereunder.

ARTICLE VI    
MISCELLANEOUS

Section 6.1No Solicitation. Each Holder agrees that it will not, and will cause its Affiliates not to, and will use reasonable best efforts to cause its and their Representatives not to, directly or indirectly, take any of the actions listed in clauses (i) through (v) of Section 6.4(b) of the Merger Agreement (without giving effect to any amendment or modification of such clauses after the date of this Agreement). Each Holder shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its and their Representatives to, immediately cease, and cause to be terminated, any discussions or negotiations conducted before the date of this Agreement with any Person (other than the Company) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Parent Competing Proposal. Notwithstanding the foregoing, to the extent Parent complies with its obligations under Section 6.4 of the Merger Agreement and participates in discussions or negotiations with a Person regarding a Parent Competing Proposal, Holder and/or any of its Representatives may engage in discussions or negotiations with such Person to the extent that Parent is permitted to do so under Section 6.4 of the Merger Agreement.

Section 6.2Notice of Certain Events. Each Holder shall notify the Company and Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Holder under this Agreement and (b) the receipt by such Holder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.2 shall not limit or otherwise affect the remedies available to any party. The Company shall notify each Holder in writing promptly of any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of the Company under this Agreement.

Section 6.3Termination. This Agreement shall terminate on the Termination Date. Neither the provisions of this Section 6.3 nor the termination of this Agreement shall relieve (x) any party hereto from any liability of such party to any other party incurred prior to such termination or (y) any party hereto from any liability to any other party arising out of or in connection with a breach of this Agreement. Nothing in the Merger Agreement shall relieve any Holder from any liability arising out of or in connection with a breach of this Agreement.

Section 6.4Reliance. The Holder understands and acknowledges that Parent, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo and the Company are entering into the Merger Agreement in reliance upon such Holder’s execution and delivery of this Agreement.

Section 6.5Notices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received; provided, that each notice party shall use reasonable best efforts to confirm receipt of any such e-mail correspondence promptly upon receipt of such request); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

if to any Holder, to:

c/o Permian Resources Corporation

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300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

Attention:     John Bell

E-mail:        john.bell@permianres.com

if to Parent, to:

Permian Resources Corporation

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

Attention:     John Bell

E-mail:        john.bell@permianres.com

with a required copy to (which shall not constitute notice):

Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
Attention:     Sean T. Wheeler, P.C.

        Debbie P. Yee, P.C.
E-mail:        sean.wheeler@kirkland.com
        debbie.yee@kirkland.com

if to the Company, to:

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Attention:     Robert J. Anderson

        Robert W. Hunt, Jr.

E-mail:     robert@earthstoneenery.com

    bobby@earthstoneenergy.com

with a required copy to (which shall not constitute notice):

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, Texas 77002
Attention:     Douglas E. McWilliams

        Lande Alexandra Spottswood
E-mail:        dmcwilliams@velaw.com

        lspottswood@velaw.com

Section 6.6Amendment; Waiver.

(a)    This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(b)    No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. No agreement on the part of a party hereto to any such extension or waiver shall be valid unless set forth in an instrument in writing signed on

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behalf of such party. No waiver by any of the parties hereto of any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 6.7Counterparts. This Agreement may be executed in two (2) or more counterparts, including via e-mail in pdf form transmission, all of which shall be considered one and the same agreement and shall become effective when two (2) or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

Section 6.8Assignment and Binding Effect. Except in connection with a permitted Transfer pursuant to Article II, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Except as expressly set forth in the prior sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any purported assignment in violation of this Section 6.8 shall be void.

Section 6.9Entire Agreement. This Agreement (including the schedule hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section 6.10Severability. Each party hereto agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order from a court or other competent authority for any party hereto to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, to the extent that a party hereto took an action inconsistent with this Agreement or failed to take action consistent with this Agreement or required by this Agreement pursuant to such order, such party shall not incur any liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order.

Section 6.11No Partnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture, any like relationship between the parties hereto or a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

Section 6.12Governing Law; Venue; Waiver of Jury Trial.

(a)    THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR

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PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(b)    THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DGCL, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(c)    EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.12.

Section 6.13Expenses. Each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated this Agreement, whether or not the Mergers shall be consummated.

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Section 6.14Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Section 6.15Injunctive Relief. The parties hereto agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties hereto. Prior to the termination of this Agreement pursuant to Section 6.3, it is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 6.15, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity. Each party hereto accordingly agrees (a) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the alleged breaching party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement and will not plead in defense thereto that there are adequate remedies at Law, all in accordance with the terms of this Section 6.15. Each party hereto further agrees that no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.15, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 6.16No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Holders, and the Company shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of Parent or exercise any power or authority to direct Holders in the voting or disposition of any Shares, except as otherwise expressly provided herein.

Section 6.17Disclosure. Each Holder consents to and authorizes the publication and disclosure by the Company and Parent of such Holder’s identity and holding of Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release, the Joint Proxy and Solicitation Statement, and any other disclosure document required in connection with the Merger Agreement and the Transactions.

Section 6.18Interpretation. Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged between the

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parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party hereto that drafted it is of no application and is hereby expressly waived.

[Signature Page Follows]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

PARENT:

PERMIAN RESOURCES CORPORATION

By: /s/ James Walter______________________

Name: James Walter

Title: Co-Chief Executive Officer

Signature Page to Voting and Support Agreement

    IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

HOLDER:

By: /s/ James Walter    

Name: James Walter

Signature Page to Voting and Support Agreement

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

HOLDER:

By: /s/ William M. Hickey III    

Name: William M. Hickey III

Signature Page to Voting and Support Agreement

    IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

COMPANY:

EARTHSTONE ENERGY, INC.

By: /s/ Robert J. Anderson    

Name: Robert J. Anderson

Title: President and Chief Executive Officer

Signature Page to Voting and Support Agreement

SCHEDULE I

Number of Shares Beneficially Owned

William M. Hickey, III
Parent Class A common stock: 0
Parent Class C common stock: 16,467,681

James Walter:
Parent Class A common stock: 0
Parent Class C common stock: 16,267,681

Schedule I to Voting and Support Agreement

EX-10.2

Exhibit 10.2

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent has entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company, the Company, and Earthstone Energy Holdings, LLC, a Delaware limited liability company;

WHEREAS, each Holder is the Beneficial Owner (as defined below) of such number of shares of Class A common stock, par value $0.0001 per share, of Parent and/or Class C common stock, par value $0.0001 per share, of Parent (collectively, the “Parent Common Stock” and such shares of Parent Common Stock, the “Shares”) set forth under its name on Schedule I hereto;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to the Company and its Subsidiary entering into the Merger Agreement, the Holders are entering into this Agreement with respect to the Shares; and

WHEREAS, the Holders are willing, subject to the limitations herein, not to Transfer (as defined below) any of their Shares, and to vote their Shares in a manner so as to facilitate the Parent Stock Issuance, consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I    
GENERAL

Section 1.1Definitions. This Agreement is the “Parent Support Agreement” as defined in the Merger Agreement. For purposes of this Agreement, Parent shall not be deemed an Affiliate of any Holder, and Parent and its Representatives are not Representatives of any Holder. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(a)    “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial Ownership shall also include record ownership of securities.

(b)    “Beneficial Owners” shall mean Persons who Beneficially Own the referenced securities.

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(c)    “Transfer” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, loan, pledge, grant of a security interest, hypothecation, disposition or other similar transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, loan, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Shares, including in each case through the Transfer of any Person or any interest in any Person or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that results in an amount of Shares subject to Article III that is less than the amount of Shares subject to Article III as of the date of this Agreement. For purposes of this Agreement, “capital stock” shall include interests in a partnership or limited liability company.

ARTICLE II    
AGREEMENT TO RETAIN SHARES

Section 2.1Transfer and Encumbrance of Shares.

(a)    From the date of this Agreement until the earliest of (i) Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Parent Stockholder Approval, a Parent Change of Recommendation in accordance with Section 6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that increases the amount or changes the form of Merger Consideration payable to the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Pacers OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Pacers OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto; provided, that Holder may Transfer Shares held by it or its controlled Affiliates after the date of this Agreement, in a single transaction, resulting in an aggregate amount of gross proceeds less than or equal to $350,000,000 so long as such Transfer is consummated after the record date relating to the Parent Stockholders Meeting. No Transfer of Shares pursuant to this Section 2.1(a) will relieve the Holder of its obligations pursuant to this Agreement, including for the avoidance of doubt Article III.

(b)    Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares and Pacers OpCo Membership Interests to only one (1) Person.

Section 2.2Additional Purchases; Adjustments. Each Holder agrees that any shares of Parent Common Stock and any other shares of capital stock or other equity of Parent that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify Parent of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend,

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merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

Section 2.3Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares or Pacers OpCo Membership Interests in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs Parent to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares and Pacers OpCo Membership Interests and to instruct Parent in its capacity as sole managing member of Pacers OpCo not to recognize any Transfer of Pacers OpCo Membership Interests in violation of Article II on the books and records of Pacers OpCo; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares or a Holder’s Pacers OpCo Membership Interests shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or Pacers OpCo Membership Interests subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

ARTICLE III    
AGREEMENT TO CONSENT AND VOTE

Section 3.1Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns:

(a)    in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and

(b)    against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1.

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Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Section 3.2Proxy. Each Holder hereby irrevocably appoints as its proxy and attorney-in-fact, the Company and any Person designated in writing by the Company, each of them individually, with full power of substitution and resubstitution, to vote the Shares as indicated in, and solely for the matters set forth in, Section 3.1(a) and Section 3.1(b) above. Each Holder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Holder with respect to the Shares (and each Holder hereby represents that any such proxy is revocable). The proxy granted by any Holder (i) shall be automatically revoked upon the occurrence of the Termination Date and (ii) may be terminated at any time by the Company in its sole election by written notice provided to such Holder.

ARTICLE IV    
ADDITIONAL AGREEMENTS

Section 4.1Further Assurances. Each Holder agrees that from and after the date of this Agreement and until the Termination Date, each Holder shall take no action that would reasonably be likely to adversely affect or delay the ability for it to perform its covenants and agreements under this Agreement.

Section 4.2Fiduciary Duties. Each Holder is entering into this Agreement solely in its capacity as the record owner or Beneficial Owner of the Shares and nothing herein is intended to or shall limit or affect any actions taken by any of such Holder’s designees serving in his or her capacity as a director of Parent (or a Subsidiary of Parent). The taking of any actions (or failures to act) by such Holder’s designees serving as a director of Parent (in such capacity as a director) shall not be deemed to constitute a breach of this Agreement.

ARTICLE V    
REPRESENTATIONS AND WARRANTIES

Section 5.1Representations and Warranties of Holders. Each Holder, severally and not jointly, hereby represents and warrants as follows:

(a)    Ownership. Such Holder has, with respect to the Shares, and at all times during the term of this Agreement will continue to have, Beneficial Ownership of, good and valid title to and full and exclusive power to vote, issue instructions with respect to the matters set forth in Article III, agree to all of the matters set forth in this Agreement and to Transfer the Shares. The Shares constitute all of the shares of Parent Common Stock owned of record or beneficially by such Holder as of the date of this Agreement. Other than this Agreement and except as set forth in the Pacers OpCo LLC Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, to which such Holder is a party obligating such Holder to Transfer or cause to be Transferred to any Person any of the Shares and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares.

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(b)    Organization; Authority. Such Holder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Holder and (assuming due authorization, execution and delivery by Parent and the Company) constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by such Holder or the performance of such Holder’s obligations hereunder.

(c)    No Violation. The execution, delivery and performance by such Holder of this Agreement will not (i) violate any provision of any Law applicable to such Holder; (ii) violate any order, judgment or decree applicable to such Holder or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Holder or any of its Affiliates is a party or any term or condition of its certificate of limited partnership or limited partnership agreement, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Holder’s ability to satisfy its obligations hereunder.

(d)    Consents and Approvals. The execution and delivery by such Holder of this Agreement does not, and the performance of such Holder’s obligations hereunder, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Person or Governmental Entity, except such filings and authorizations as may be required under the Exchange Act.

(e)    Absence of Litigation. To the knowledge of such Holder, as of the date of this Agreement, there is no Proceeding pending against, or threatened in writing against, such Holder that would prevent the performance by such Holder of its obligations under this Agreement or to consummate the transactions contemplated hereby or by the Merger Agreement, including the Mergers, on a timely basis.

(f)    Absence of Other Voting Agreements. None of the Shares is or will be subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to voting, in each case, that is inconsistent with this Agreement, except as disclosed in the Company SEC Documents and as contemplated by this Agreement. None of the Shares is subject to any pledge agreement pursuant to which such Holder does not retain sole and exclusive voting rights with respect to the Shares subject to such pledge agreement at least until the occurrence of an event of default under the related debt instrument.

Section 5.2Representations and Warranties of the Company. The Company hereby represents and warrants as follows:

(a)    Organization; Authority. The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by each Holder and the Parent) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by the Company or the performance of the Company’s obligations hereunder.

(b)    No Violation. The execution, delivery and performance by the Company of this Agreement will not (i) violate any provision of any Law applicable to the Company; (ii) violate

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any order, judgment or decree applicable to the Company or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which the Company or any of its Affiliates is a party or any term or condition of its certificate of incorporation or bylaws, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on the Company’s ability to satisfy its obligations hereunder.

ARTICLE VI    
MISCELLANEOUS

Section 6.1No Solicitation. Each Holder agrees that it will not, and will cause its Affiliates not to, and will use reasonable best efforts to cause its and their Representatives not to, directly or indirectly, take any of the actions listed in clauses (i) through (v) of Section 6.4(b) of the Merger Agreement (without giving effect to any amendment or modification of such clauses after the date of this Agreement). Each Holder shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its and their Representatives to, immediately cease, and cause to be terminated, any discussions or negotiations conducted before the date of this Agreement with any Person (other than the Company) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Parent Competing Proposal. Notwithstanding the foregoing, to the extent Parent complies with its obligations under Section 6.4 of the Merger Agreement and participates in discussions or negotiations with a Person regarding a Parent Competing Proposal, Holder and/or any of its Representatives may engage in discussions or negotiations with such Person to the extent that Parent is permitted to do so under Section 6.4 of the Merger Agreement.

Section 6.2    Notice of Certain Events. Each Holder shall notify the Company and Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Holder under this Agreement and (b) the receipt by such Holder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.2 shall not limit or otherwise affect the remedies available to any party. The Company shall notify each Holder in writing promptly of any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of the Company under this Agreement.

Section 6.3Termination. This Agreement shall terminate on the Termination Date. Neither the provisions of this Section 6.3 nor the termination of this Agreement shall relieve (x) any party hereto from any liability of such party to any other party incurred prior to such termination or (y) any party hereto from any liability to any other party arising out of or in connection with a breach of this Agreement. Nothing in the Merger Agreement shall relieve any Holder from any liability arising out of or in connection with a breach of this Agreement.

Section 6.4Reliance. The Holder understands and acknowledges that Parent, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo and the Company are entering into the Merger Agreement in reliance upon such Holder’s execution and delivery of this Agreement.

Section 6.5Notices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received; provided, that each notice party shall use reasonable best efforts to confirm receipt of any such e-mail correspondence promptly upon receipt of such request); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

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if to any Holder, to :

c/o NGP Energy Capital Management. L.L.C.
2850 N. Harwood Street, 19th Floor
Dallas, Texas 75201
Attention:     Jeff Zlotky
E-mail:        jzlotky@ngpenergy.com

if to Parent, to:

Permian Resources Corporation
300 N. Marienfeld St., Suite 1000
Midland, Texas 79701
Attention:     John Bell
E-mail:        john.bell@permianres.com

with a required copy to (which shall not constitute notice):

Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
Attention:     Sean T. Wheeler, P.C.

        Debbie P. Yee, P.C.
E-mail:        sean.wheeler@kirkland.com
        debbie.yee@kirkland.com

if to the Company, to:

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Attention:     Robert J. Anderson

        Robert W. Hunt, Jr.

E-mail:     robert@earthstoneenery.com

    bobby@earthstoneenergy.com

with a required copy to (which shall not constitute notice):

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, Texas 77002
Attention:     Douglas E. McWilliams

        Lande Alexandra Spottswood
E-mail:        dmcwilliams@velaw.com

        lspottswood@velaw.com

Section 6.6Amendment; Waiver.

(a)    This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(b)    No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or

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further exercise of any other right hereunder. No agreement on the part of a party hereto to any such extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such party. No waiver by any of the parties hereto of any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 6.7Counterparts. This Agreement may be executed in two (2) or more counterparts, including via e-mail in pdf form transmission, all of which shall be considered one and the same agreement and shall become effective when two (2) or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

Section 6.8Assignment and Binding Effect. Except in connection with a permitted Transfer pursuant to Article II, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Except as expressly set forth in the prior sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any purported assignment in violation of this Section 6.8 shall be void.

Section 6.9Entire Agreement. This Agreement (including the schedule hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section 6.10Severability. Each party hereto agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order from a court or other competent authority for any party hereto to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, to the extent that a party hereto took an action inconsistent with this Agreement or failed to take action consistent with this Agreement or required by this Agreement pursuant to such order, such party shall not incur any liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order.

Section 6.11No Partnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture, any like relationship between the parties hereto or a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

Section 6.12Governing Law; Venue; Waiver of Jury Trial.

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(a)    THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(b)    THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DGCL, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(c)    EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.12.

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Section 6.13Expenses. Each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated this Agreement, whether or not the Mergers shall be consummated.

Section 6.14Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Section 6.15Injunctive Relief. The parties hereto agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties hereto. Prior to the termination of this Agreement pursuant to Section 6.3, it is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 6.15, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity. Each party hereto accordingly agrees (a) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the alleged breaching party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement and will not plead in defense thereto that there are adequate remedies at Law, all in accordance with the terms of this Section 6.15. Each party hereto further agrees that no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.15, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 6.16No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Holders, and the Company shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of Parent or exercise any power or authority to direct Holders in the voting or disposition of any Shares, except as otherwise expressly provided herein.

Section 6.17Disclosure. Each Holder consents to and authorizes the publication and disclosure by the Company and Parent of such Holder’s identity and holding of Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release, the Joint Proxy and Solicitation Statement, and any other disclosure document required in connection with the Merger Agreement and the Transactions.

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Section 6.18Interpretation. Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party hereto that drafted it is of no application and is hereby expressly waived.

[Signature Page Follows]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

PARENT:

PERMIAN RESOURCES CORPORATION

By: /s/ James Walter____________________

Name: James Walter

Title: Co-Chief Executive Officer

Signature Page to Voting and Support Agreement

HOLDERS:

NGP XI US HOLDINGS, L.P.

By: NGP XI Holdings GP, L.L.C., its general partner

By: /s/ Craig Glick    

Name: Craig Glick

Title: Authorized Person

NGP PEARL HOLDINGS II, LLC

By: /s/ Craig Glick    

Name: Craig Glick

Title: Authorized Person

LUXE ENERGY, LLC

By: /s/ Craig Glick    

Name: Craig Glick

Title: Authorized Person

Signature Page to Voting and Support Agreement

COMPANY:

EARTHSTONE ENERGY, INC.

By: /s/ Robert J. Anderson    

Name: Robert J. Anderson

Title: President and Chief Executive Officer

Signature Page to Voting and Support Agreement

SCHEDULE I

Number of Shares Beneficially Owned

NGP XI US Holdings, L.P.:
Parent Class A common stock: 0
Parent Class C common stock: 25,748,457

NGP Pearl Holdings II, LLC:
Parent Class A common stock: 0
Parent Class C common stock: 12,853,273

Luxe Energy, LLC:
Parent Class A common stock: 0
Parent Class C common stock: 60,792,641

Schedule I to Voting and Support Agreement

EX-10.3

Exhibit 10.3

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent has entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company, the Company, and Earthstone Energy Holdings, LLC, a Delaware limited liability company;

WHEREAS, each Holder is the Beneficial Owner (as defined below) of such number of shares of Class A common stock, par value $0.0001 per share, of Parent and/or Class C common stock, par value $0.0001 per share, of Parent (collectively, the “Parent Common Stock” and such shares of Parent Common Stock, the “Shares”) set forth under its name on Schedule I hereto;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to the Company and its Subsidiary entering into the Merger Agreement, the Holders are entering into this Agreement with respect to the Shares; and

WHEREAS, the Holders are willing, subject to the limitations herein, not to Transfer (as defined below) any of their Shares, and to vote their Shares in a manner so as to facilitate the Parent Stock Issuance, consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I    
GENERAL

Section 1.1Definitions. This Agreement is the “Parent Support Agreement” as defined in the Merger Agreement. For purposes of this Agreement, Parent shall not be deemed an Affiliate of any Holder, and Parent and its Representatives are not Representatives of any Holder. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(a)    “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial Ownership shall also include record ownership of securities.

(b)    “Beneficial Owners” shall mean Persons who Beneficially Own the referenced securities.

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(c)    “Transfer” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, loan, pledge, grant of a security interest, hypothecation, disposition or other similar transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, loan, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Shares, including in each case through the Transfer of any Person or any interest in any Person or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that results in an amount of Shares subject to Article III that is less than the amount of Shares subject to Article III as of the date of this Agreement. For purposes of this Agreement, “capital stock” shall include interests in a partnership or limited liability company.

ARTICLE II    
AGREEMENT TO RETAIN SHARES

Section 2.1Transfer and Encumbrance of Shares.

(a)    From the date of this Agreement until the earliest of (i) Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Parent Stockholder Approval, a Parent Change of Recommendation in accordance with Section 6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that increases the amount or changes the form of Merger Consideration payable to the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Pacers OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Pacers OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.

(b)    Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares and Pacers OpCo Membership Interests to only one (1) Person.

Section 2.2Additional Purchases; Adjustments. Each Holder agrees that any shares of Parent Common Stock and any other shares of capital stock or other equity of Parent that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify Parent of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

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Section 2.3Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares or Pacers OpCo Membership Interests in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs Parent to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares and Pacers OpCo Membership Interests and to instruct Parent in its capacity as sole managing member of Pacers OpCo not to recognize any Transfer of Pacers OpCo Membership Interests in violation of Article II on the books and records of Pacers OpCo; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares or a Holder’s Pacers OpCo Membership Interests shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or Pacers OpCo Membership Interests subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

ARTICLE III    
AGREEMENT TO CONSENT AND VOTE

Section 3.1Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns:

(a)    in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and

(b)    against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1.

Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in

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this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Section 3.2Proxy. Each Holder hereby irrevocably appoints as its proxy and attorney-in-fact, the Company and any Person designated in writing by the Company, each of them individually, with full power of substitution and resubstitution, to vote the Shares as indicated in, and solely for the matters set forth in, Section 3.1(a) and Section 3.1(b) above. Each Holder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Holder with respect to the Shares (and each Holder hereby represents that any such proxy is revocable). The proxy granted by any Holder (i) shall be automatically revoked upon the occurrence of the Termination Date and (ii) may be terminated at any time by the Company in its sole election by written notice provided to such Holder.

ARTICLE IV    
ADDITIONAL AGREEMENTS

Section 4.1Further Assurances. Each Holder agrees that from and after the date of this Agreement and until the Termination Date, each Holder shall take no action that would reasonably be likely to adversely affect or delay the ability for it to perform its covenants and agreements under this Agreement.

Section 4.2Fiduciary Duties. Each Holder is entering into this Agreement solely in its capacity as the record owner or Beneficial Owner of the Shares and nothing herein is intended to or shall limit or affect any actions taken by any of such Holder’s designees serving in his or her capacity as a director of Parent (or a Subsidiary of Parent). The taking of any actions (or failures to act) by such Holder’s designees serving as a director of Parent (in such capacity as a director) shall not be deemed to constitute a breach of this Agreement.

ARTICLE V    
REPRESENTATIONS AND WARRANTIES

Section 5.1Representations and Warranties of Holders. Each Holder, severally and not jointly, hereby represents and warrants as follows:

(a)    Ownership. Such Holder has, with respect to the Shares, and at all times during the term of this Agreement will continue to have, Beneficial Ownership of, good and valid title to and full and exclusive power to vote, issue instructions with respect to the matters set forth in Article III, agree to all of the matters set forth in this Agreement and to Transfer the Shares. The Shares constitute all of the shares of Parent Common Stock owned of record or beneficially by such Holder as of the date of this Agreement. Other than this Agreement and except as set forth in the Pacers OpCo LLC Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, to which such Holder is a party obligating such Holder to Transfer or cause to be Transferred to any Person any of the Shares and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares.

(b)    Organization; Authority. Such Holder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Holder and (assuming due authorization, execution and delivery by Parent and

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the Company) constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by such Holder or the performance of such Holder’s obligations hereunder.

(c)    No Violation. The execution, delivery and performance by such Holder of this Agreement will not (i) violate any provision of any Law applicable to such Holder; (ii) violate any order, judgment or decree applicable to such Holder or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Holder or any of its Affiliates is a party or any term or condition of its certificate of limited partnership or limited partnership agreement, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Holder’s ability to satisfy its obligations hereunder.

(d)    Consents and Approvals. The execution and delivery by such Holder of this Agreement does not, and the performance of such Holder’s obligations hereunder, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Person or Governmental Entity, except such filings and authorizations as may be required under the Exchange Act.

(e)    Absence of Litigation. To the knowledge of such Holder, as of the date of this Agreement, there is no Proceeding pending against, or threatened in writing against, such Holder that would prevent the performance by such Holder of its obligations under this Agreement or to consummate the transactions contemplated hereby or by the Merger Agreement, including the Mergers, on a timely basis.

(f)    Absence of Other Voting Agreements. None of the Shares is or will be subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to voting, in each case, that is inconsistent with this Agreement, except as disclosed in the Company SEC Documents and as contemplated by this Agreement. None of the Shares is subject to any pledge agreement pursuant to which such Holder does not retain sole and exclusive voting rights with respect to the Shares subject to such pledge agreement at least until the occurrence of an event of default under the related debt instrument.

Section 5.2Representations and Warranties of the Company. The Company hereby represents and warrants as follows:

(a)    Organization; Authority. The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by each Holder and the Parent) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by the Company or the performance of the Company’s obligations hereunder.

(b)    No Violation. The execution, delivery and performance by the Company of this Agreement will not (i) violate any provision of any Law applicable to the Company; (ii) violate any order, judgment or decree applicable to the Company or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which the Company or any of its Affiliates is a party or any term or condition of its certificate of incorporation or bylaws, except where such conflict, breach or default would not reasonably be expected to,

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individually or in the aggregate, have an adverse effect on the Company’s ability to satisfy its obligations hereunder.

ARTICLE VI    
MISCELLANEOUS

Section 6.1No Solicitation. Each Holder agrees that it will not, and will cause its Affiliates not to, and will use reasonable best efforts to cause its and their Representatives not to, directly or indirectly, take any of the actions listed in clauses (i) through (v) of Section 6.4(b) of the Merger Agreement (without giving effect to any amendment or modification of such clauses after the date of this Agreement). Each Holder shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its and their Representatives to, immediately cease, and cause to be terminated, any discussions or negotiations conducted before the date of this Agreement with any Person (other than the Company) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Parent Competing Proposal. Notwithstanding the foregoing, to the extent Parent complies with its obligations under Section 6.4 of the Merger Agreement and participates in discussions or negotiations with a Person regarding a Parent Competing Proposal, Holder and/or any of its Representatives may engage in discussions or negotiations with such Person to the extent that Parent is permitted to do so under Section 6.4 of the Merger Agreement.

Section 6.2    Notice of Certain Events. Each Holder shall notify the Company and Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Holder under this Agreement and (b) the receipt by such Holder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.2 shall not limit or otherwise affect the remedies available to any party. The Company shall notify each Holder in writing promptly of any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of the Company under this Agreement.

Section 6.3Termination. This Agreement shall terminate on the Termination Date. Neither the provisions of this Section 6.3 nor the termination of this Agreement shall relieve (x) any party hereto from any liability of such party to any other party incurred prior to such termination or (y) any party hereto from any liability to any other party arising out of or in connection with a breach of this Agreement. Nothing in the Merger Agreement shall relieve any Holder from any liability arising out of or in connection with a breach of this Agreement.

Section 6.4Reliance. The Holder understands and acknowledges that Parent, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo and the Company are entering into the Merger Agreement in reliance upon such Holder’s execution and delivery of this Agreement.

Section 6.5Notices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received; provided, that each notice party shall use reasonable best efforts to confirm receipt of any such e-mail correspondence promptly upon receipt of such request); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

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if to any Holder, to :

c/o Pearl Energy Investments
2100 McKinney Ave., Suite 1675
Dallas, TX    75201
Attention:     David Levinson
E-mail:        dlevinson@pearl-energy.com

if to Parent, to:

Permian Resources Corporation

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

Attention:     John Bell

E-mail:        john.bell@permianres.com

with a required copy to (which shall not constitute notice):

Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
Attention:     Sean T. Wheeler, P.C.

        Debbie P. Yee, P.C.
E-mail:        sean.wheeler@kirkland.com
        debbie.yee@kirkland.com

if to the Company, to:

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Attention:     Robert J. Anderson

        Robert W. Hunt, Jr.

E-mail:     robert@earthstoneenery.com

    bobby@earthstoneenergy.com    

with a required copy to (which shall not constitute notice):

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, Texas 77002
Attention:     Douglas E. McWilliams

        Lande Alexandra Spottswood
E-mail:        dmcwilliams@velaw.com

        lspottswood@velaw.com

Section 6.6Amendment; Waiver.

(a)    This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(b)    No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. No agreement on the part of a party hereto to any

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such extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such party. No waiver by any of the parties hereto of any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 6.7Counterparts. This Agreement may be executed in two (2) or more counterparts, including via e-mail in pdf form transmission, all of which shall be considered one and the same agreement and shall become effective when two (2) or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

Section 6.8Assignment and Binding Effect. Except in connection with a permitted Transfer pursuant to Article II, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Except as expressly set forth in the prior sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any purported assignment in violation of this Section 6.8 shall be void.

Section 6.9Entire Agreement. This Agreement (including the schedule hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section 6.10Severability. Each party hereto agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order from a court or other competent authority for any party hereto to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, to the extent that a party hereto took an action inconsistent with this Agreement or failed to take action consistent with this Agreement or required by this Agreement pursuant to such order, such party shall not incur any liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order.

Section 6.11No Partnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture, any like relationship between the parties hereto or a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

Section 6.12Governing Law; Venue; Waiver of Jury Trial.

(a)    THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF

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RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(b)    THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DGCL, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(c)    EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.12.

Section 6.13Expenses. Each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated this Agreement, whether or not the Mergers shall be consummated.

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Section 6.14Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Section 6.15Injunctive Relief. The parties hereto agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties hereto. Prior to the termination of this Agreement pursuant to Section 6.3, it is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 6.15, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity. Each party hereto accordingly agrees (a) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the alleged breaching party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement and will not plead in defense thereto that there are adequate remedies at Law, all in accordance with the terms of this Section 6.15. Each party hereto further agrees that no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.15, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 6.16No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Holders, and the Company shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of Parent or exercise any power or authority to direct Holders in the voting or disposition of any Shares, except as otherwise expressly provided herein.

Section 6.17Disclosure. Each Holder consents to and authorizes the publication and disclosure by the Company and Parent of such Holder’s identity and holding of Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release, the Joint Proxy and Solicitation Statement, and any other disclosure document required in connection with the Merger Agreement and the Transactions.

Section 6.18Interpretation. Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged between the

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parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party hereto that drafted it is of no application and is hereby expressly waived.

[Signature Page Follows]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

PARENT:

PERMIAN RESOURCES CORPORATION

By: /s/ James Walter____________________

Name: James Walter

Title: Co-Chief Executive Officer

Signature Page to Voting and Support Agreement

HOLDERS:

PEARL ENERGY INVESTMENTS, L.P.

By: Pearl Energy Investment GP, LP., its general partner

By: Pearl Energy Investment UGP, LLC, its general partner

By: /s/ William J. Quinn________________    

Name: William J. Quinn

Title:    Managing Member

PEARL ENERGY INVESTMENTS II, L.P.

By: Pearl Energy Investment II GP, LP., its general partner

By: Pearl Energy Investment II UGP, LLC, its general partner

By: /s/ William J. Quinn________________    

Name: William J. Quinn

Title:    Managing Member

PEARL CIII HOLDINGS, L.P.

By: Pearl Energy Investment II GP, LP., its general partner

By: Pearl Energy Investment II UGP, LLC, its general partner

By: /s/ William J. Quinn________________    

Name: William J. Quinn

Title: Managing Member

Signature Page to Voting and Support Agreement

COMPANY:

EARTHSTONE ENERGY, INC.

By: /s/ Robert J. Anderson_______________

Name: Robert J. Anderson

Title: President and Chief Executive Officer

Signature Page to Voting and Support Agreement

SCHEDULE I

Number of Shares Beneficially Owned

Pearl Energy Investments, L.P.:
Parent Class A common stock: 0
Parent Class C common stock: 56,429,386

Pearl Energy Investments II, L.P.:
Parent Class A common stock: 0
Parent Class C common stock: 16,094,353

Pearl CIII Holdings, L.P.:
Parent Class A common stock: 0
Parent Class C common stock: 16,609,730

Schedule I to Voting and Support Agreement

EX-10.4

Exhibit 10.4

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent has entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company, the Company, and Earthstone Energy Holdings, LLC, a Delaware limited liability company;

WHEREAS, each Holder is the Beneficial Owner (as defined below) of such number of shares of Class A common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock” and such shares of Parent Common Stock, the “Shares”) set forth under its name on Schedule I hereto;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to the Company and its Subsidiary entering into the Merger Agreement, the Holders are entering into this Agreement with respect to the Shares; and

WHEREAS, the Holders are willing, subject to the limitations herein, not to Transfer (as defined below) any of their Shares, and to vote their Shares in a manner so as to facilitate the Parent Stock Issuance, consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I    
GENERAL

Section 1.1Definitions. This Agreement is the “Parent Support Agreement” as defined in the Merger Agreement. For purposes of this Agreement, Parent shall not be deemed an Affiliate of any Holder, and Parent and its Representatives are not Representatives of any Holder. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(a)    “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial Ownership shall also include record ownership of securities.

(b)    “Beneficial Owners” shall mean Persons who Beneficially Own the referenced securities.

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(c)    “Transfer” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, loan, pledge, grant of a security interest, hypothecation, disposition or other similar transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, loan, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Shares, including in each case through the Transfer of any Person or any interest in any Person or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that results in an amount of Shares subject to Article III that is less than the amount of Shares subject to Article III as of the date of this Agreement. For purposes of this Agreement, “capital stock” shall include interests in a partnership or limited liability company.

ARTICLE II    
AGREEMENT TO RETAIN SHARES

Section 2.1Transfer and Encumbrance of Shares.

(a)    From the date of this Agreement until the earliest of (i) Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Parent Stockholder Approval, a Parent Change of Recommendation in accordance with Section 6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that increases the amount or changes the form of Merger Consideration payable to the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.

(b)    Notwithstanding Section 2.1(a), the Holders may Transfer any Shares to any Person that is a party to an agreement with the Company with substantially similar terms as this Agreement.

(c)    Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares to only one (1) Person.

Section 2.2Additional Purchases; Adjustments. Each Holder agrees that any shares of Parent Common Stock and any other shares of capital stock or other equity of Parent that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify Parent of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

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Section 2.3Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs Parent to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

ARTICLE III    
AGREEMENT TO CONSENT AND VOTE

Section 3.1Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns:

(a)    in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and

(b)    against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1.

Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

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Section 3.2Proxy. Each Holder hereby irrevocably appoints as its proxy and attorney-in-fact, the Company and any Person designated in writing by the Company, each of them individually, with full power of substitution and resubstitution, to vote the Shares as indicated in, and solely for the matters set forth in, Section 3.1(a) and Section 3.1(b) above. Each Holder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Holder with respect to the Shares (and each Holder hereby represents that any such proxy is revocable). The proxy granted by any Holder (i) shall be automatically revoked upon the occurrence of the Termination Date and (ii) may be terminated at any time by the Company in its sole election by written notice provided to such Holder.

ARTICLE IV    
ADDITIONAL AGREEMENTS

Section 4.1Further Assurances. Each Holder agrees that from and after the date of this Agreement and until the Termination Date, each Holder shall take no action that would reasonably be likely to adversely affect or delay the ability for it to perform its covenants and agreements under this Agreement.

Section 4.2Fiduciary Duties. Each Holder is entering into this Agreement solely in its capacity as the record owner or Beneficial Owner of the Shares and nothing herein is intended to or shall limit or affect any actions taken by any of such Holder’s designees serving in his or her capacity as a director of Parent (or a Subsidiary of Parent). The taking of any actions (or failures to act) by such Holder’s designees serving as a director of Parent (in such capacity as a director) shall not be deemed to constitute a breach of this Agreement.

ARTICLE V    
REPRESENTATIONS AND WARRANTIES

Section 5.1Representations and Warranties of Holders. Each Holder, severally and not jointly, hereby represents and warrants as follows:

(a)    Ownership. Such Holder has, with respect to the Shares, and at all times during the term of this Agreement will continue to have, Beneficial Ownership of, good and valid title to and full and exclusive power to vote, issue instructions with respect to the matters set forth in Article III, agree to all of the matters set forth in this Agreement and to Transfer the Shares. The Shares constitute all of the shares of Parent Common Stock owned of record or beneficially by such Holder as of the date of this Agreement. Other than this Agreement and except as set forth in the Pacers OpCo LLC Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, to which such Holder is a party obligating such Holder to Transfer or cause to be Transferred to any Person any of the Shares and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares.

(b)    Organization; Authority. Such Holder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Holder and (assuming due authorization, execution and delivery by Parent and the Company) constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by such Holder or the performance of such Holder’s obligations hereunder.

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(c)    No Violation. The execution, delivery and performance by such Holder of this Agreement will not (i) violate any provision of any Law applicable to such Holder; (ii) violate any order, judgment or decree applicable to such Holder or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Holder or any of its Affiliates is a party or any term or condition of its certificate of limited partnership or limited partnership agreement, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Holder’s ability to satisfy its obligations hereunder.

(d)    Consents and Approvals. The execution and delivery by such Holder of this Agreement does not, and the performance of such Holder’s obligations hereunder, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Person or Governmental Entity, except such filings and authorizations as may be required under the Exchange Act.

(e)    Absence of Litigation. To the knowledge of such Holder, as of the date of this Agreement, there is no Proceeding pending against, or threatened in writing against, such Holder that would prevent the performance by such Holder of its obligations under this Agreement or to consummate the transactions contemplated hereby or by the Merger Agreement, including the Mergers, on a timely basis.

(f)    Absence of Other Voting Agreements. None of the Shares is or will be subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to voting, in each case, that is inconsistent with this Agreement, except as disclosed in the Company SEC Documents and as contemplated by this Agreement. None of the Shares is subject to any pledge agreement pursuant to which such Holder does not retain sole and exclusive voting rights with respect to the Shares subject to such pledge agreement at least until the occurrence of an event of default under the related debt instrument.

Section 5.2Representations and Warranties of the Company. The Company hereby represents and warrants as follows:

(a)    Organization; Authority. The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by each Holder and the Parent) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by the Company or the performance of the Company’s obligations hereunder.

(b)    No Violation. The execution, delivery and performance by the Company of this Agreement will not (i) violate any provision of any Law applicable to the Company; (ii) violate any order, judgment or decree applicable to the Company or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which the Company or any of its Affiliates is a party or any term or condition of its certificate of incorporation or bylaws, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on the Company’s ability to satisfy its obligations hereunder.

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ARTICLE VI    
MISCELLANEOUS

Section 6.1No Solicitation. Each Holder agrees that it will not, and will cause its Affiliates not to, and will use reasonable best efforts to cause its and their Representatives not to, directly or indirectly, take any of the actions listed in clauses (i) through (v) of Section 6.4(b) of the Merger Agreement (without giving effect to any amendment or modification of such clauses after the date of this Agreement). Each Holder shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its and their Representatives to, immediately cease, and cause to be terminated, any discussions or negotiations conducted before the date of this Agreement with any Person (other than the Company) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Parent Competing Proposal. Notwithstanding the foregoing, to the extent Parent complies with its obligations under Section 6.4 of the Merger Agreement and participates in discussions or negotiations with a Person regarding a Parent Competing Proposal, Holder and/or any of its Representatives may engage in discussions or negotiations with such Person to the extent that Parent is permitted to do so under Section 6.4 of the Merger Agreement.

Section 6.2    Notice of Certain Events. Each Holder shall notify the Company and Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Holder under this Agreement and (b) the receipt by such Holder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.2 shall not limit or otherwise affect the remedies available to any party. The Company shall notify each Holder in writing promptly of any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of the Company under this Agreement.

Section 6.3Termination. This Agreement shall terminate on the Termination Date. Neither the provisions of this Section 6.3 nor the termination of this Agreement shall relieve (x) any party hereto from any liability of such party to any other party incurred prior to such termination or (y) any party hereto from any liability to any other party arising out of or in connection with a breach of this Agreement. Nothing in the Merger Agreement shall relieve any Holder from any liability arising out of or in connection with a breach of this Agreement.

Section 6.4Reliance. The Holder understands and acknowledges that Parent, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo and the Company are entering into the Merger Agreement in reliance upon such Holder’s execution and delivery of this Agreement.

Section 6.5Notices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received; provided, that each notice party shall use reasonable best efforts to confirm receipt of any such e-mail correspondence promptly upon receipt of such request); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

if to any Holder, to :

c/o Riverstone Investment Group LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019

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Attention:     General Counsel
E-mail:        legal@riverstonellc.com

if to Parent, to:

Permian Resources Corporation

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

Attention:     John Bell

E-mail:        john.bell@permianres.com

with a required copy to (which shall not constitute notice):

Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
Attention:     Sean T. Wheeler, P.C.

        Debbie P. Yee, P.C.
E-mail:        sean.wheeler@kirkland.com
        debbie.yee@kirkland.com

if to the Company, to:

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Attention:     Robert J. Anderson

        Robert W. Hunt, Jr.

E-mail:     robert@earthstoneenery.com

    bobby@earthstoneenergy.com

with a required copy to (which shall not constitute notice):

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, Texas 77002
Attention:     Douglas E. McWilliams

        Lande Alexandra Spottswood
E-mail:        dmcwilliams@velaw.com

        lspottswood@velaw.com

Section 6.6Amendment; Waiver.

(a)    This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(b)    No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. No agreement on the part of a party hereto to any such extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such party. No waiver by any of the parties hereto of any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional

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or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 6.7Counterparts. This Agreement may be executed in two (2) or more counterparts, including via e-mail in pdf form transmission, all of which shall be considered one and the same agreement and shall become effective when two (2) or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

Section 6.8Assignment and Binding Effect. Except in connection with a permitted Transfer pursuant to Article II, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Except as expressly set forth in the prior sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any purported assignment in violation of this Section 6.8 shall be void.

Section 6.9Entire Agreement. This Agreement (including the schedule hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section 6.10Severability. Each party hereto agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order from a court or other competent authority for any party hereto to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, to the extent that a party hereto took an action inconsistent with this Agreement or failed to take action consistent with this Agreement or required by this Agreement pursuant to such order, such party shall not incur any liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order.

Section 6.11No Partnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture, any like relationship between the parties hereto or a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

Section 6.12Governing Law; Venue; Waiver of Jury Trial.

(a)    THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND

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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(b)    THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DGCL, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(c)    EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.12.

Section 6.13Expenses. Each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated this Agreement, whether or not the Mergers shall be consummated.

Section 6.14Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the

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transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Section 6.15Injunctive Relief. The parties hereto agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties hereto. Prior to the termination of this Agreement pursuant to Section 6.3, it is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 6.15, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity. Each party hereto accordingly agrees (a) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the alleged breaching party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement and will not plead in defense thereto that there are adequate remedies at Law, all in accordance with the terms of this Section 6.15. Each party hereto further agrees that no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.15, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 6.16No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Holders, and the Company shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of Parent or exercise any power or authority to direct Holders in the voting or disposition of any Shares, except as otherwise expressly provided herein.

Section 6.17Disclosure. Each Holder consents to and authorizes the publication and disclosure by the Company and Parent of such Holder’s identity and holding of Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release, the Joint Proxy and Solicitation Statement, and any other disclosure document required in connection with the Merger Agreement and the Transactions.

Section 6.18Interpretation. Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would

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require interpretation of any ambiguities in this Agreement against any party hereto that drafted it is of no application and is hereby expressly waived.

[Signature Page Follows]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

PARENT:

PERMIAN RESOURCES CORPORATION

By: /s/ James Walter____________________

Name: James Walter

Title: Co-Chief Executive Officer

Schedule I to Voting and Support Agreement

HOLDERS:

RIVERSTONE VI CENTENNIAL QB HOLDINGS, L.P.

By: Riverstone Energy Partners VI, L.P.

its general partner

By: Riverstone Energy GP VI, LLC

its general partner

By: /s/ Peter Haskopoulos    

Name: Peter Haskopoulos

Title: Managing Director

REL US CENTENNIAL HOLDINGS, LLC

By: REL IP General Partner LP

its managing member

By: REL IP General Partner Limited

its general partner

By: /s/ Peter Haskopoulos    

Name: Peter Haskopoulos

Title: Director

RIVERSTONE NON-ECI USRPI AIV, L.P.

By: Riverstone Non-ECI USRPI AIV GP, L.L.C.

its general partner

By: /s/ Peter Haskopoulos    

Name: Peter Haskopoulos

Title: Managing Director

SILVER RUN SPONSOR, LLC

By: Silver Run Sponsor Manager, LLC

its managing member

By: /s/ Peter Haskopoulos    

Name: Peter Haskopoulos

Title: Managing Director

Signature Page to Voting and Support Agreement

COMPANY:

EARTHSTONE ENERGY, INC.

By: /s/ Robert J. Anderson_______________

Name: Robert J. Anderson

Title: President and Chief Executive Officer

Signature Page to Voting and Support Agreement

SCHEDULE I

Number of Shares Beneficially Owned

Riverstone VI Centennial QB Holdings, L.P.:
Parent Class A common stock: 41,084,578

REL US Centennial Holdings, LLC:
Parent Class A common stock: 10,052,173

Riverstone Non-ECI USRPI AIV, L.P.:
Parent Class A common stock: 4,129,918

Silver Run Sponsor, LLC:
Parent Class A common stock: 2,006,422

Schedule I to Voting and Support Agreement

EX-10.5

Exhibit 10.5

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company has entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo”), the Company, and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Heat OpCo”);

WHEREAS, each Holder is the Beneficial Owner (as defined below) of such number of shares of Class A common stock, par value $0.01 per share, of the Company and/or Class B common stock, par value $0.01 per share, of the Company (collectively, the “Company Common Stock” and such shares of Company Common Stock, the “Shares”) set forth under its name on Schedule I hereto;

WHEREAS, Bold Energy Holdings, LLC (“Bold”), who is a Holder, also owns Heat OpCo Units;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to Parent and its Subsidiaries entering into the Merger Agreement, the Holders are entering into this Agreement with respect to the Shares and with respect to certain tax matters of Heat OpCo; and

WHEREAS, the Holders are willing, subject to the limitations herein, not to Transfer (as defined below) any of their Shares, and to vote their Shares in a manner so as to facilitate consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I
GENERAL

Section 1.1    Definitions. This Agreement is the “Company Support Agreement” as defined in the Merger Agreement. For purposes of this Agreement, the Company shall not be deemed an Affiliate of any Holder, and the Company and its Representatives are not Representatives of any Holder. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(a)    “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of

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whether or not such Rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial Ownership shall also include record ownership of securities.

(b)    “Beneficial Owners” shall mean Persons who Beneficially Own the referenced securities.

(c)    “Pre-Closing Flow-Through Tax Return” means any Tax Return relating to Pre-Closing Flow-Through Taxes.

(d)    “Pre-Closing Flow-Through Taxes” means U.S. federal (and applicable state and local) income Taxes reported on a flow-through basis (i.e., reported at the entity level but with respect to which items of income, gain, loss or deduction or other Tax attributes or Taxes are allocated to the direct or indirect beneficial owners of the entity) with respect to Heat OpCo or any of its Subsidiaries relating to any Tax period (or any portion of any Tax period) ending on or prior to the Closing Date.

(e)    “Transfer” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, loan, pledge, grant of a security interest, hypothecation, disposition or other similar transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, loan, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Shares, including in each case through the Transfer of any Person or any interest in any Person or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that results in an amount of Shares subject to Article III that is less than the amount of Shares subject to Article III as of the date of this Agreement. For purposes of this Agreement, “capital stock” shall include interests in a partnership or limited liability company.

ARTICLE II
AGREEMENT TO RETAIN SHARES

Section 2.1    Transfer and Encumbrance of Shares. From the date of this Agreement until the earliest of (i) Company Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Stockholder Approval, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably

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satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares to only one (1) Person.

Section 2.2    Additional Purchases; Adjustments. Each Holder agrees that any shares of Company Common Stock and any other shares of capital stock or other equity of the Company that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify the Company of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

Section 2.3    Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares or Heat OpCo Membership Interests in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares and Heat OpCo Membership Interests and to instruct the Company in its capacity as sole managing member of Heat OpCo not to recognize any Transfer of Heat OpCo Membership Interests in violation of Article II on the books and records of Heat OpCo; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares or a Holder’s Heat OpCo Membership Interests shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or Heat OpCo Membership Interests subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

ARTICLE III
AGREEMENT TO CONSENT AND VOTE

Section 3.1    Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns:

(a)    in favor of the approval of the Transactions, adoption of the Merger Agreement and approval of any other matters necessary for consummation of the Transactions, including the Company Mergers (collectively, the “Transaction Matters”); and

(b)    against (i) any agreement, transaction or proposal that relates to a Company Competing Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s Organizational

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Documents); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1.

Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Section 3.2    Proxy. Each Holder hereby irrevocably appoints as its proxy and attorney-in-fact, Parent and any Person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to vote the Shares as indicated in, and solely for the matters set forth in, Section 3.1(a) and Section 3.1(b) above. Each Holder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Holder with respect to the Shares (and each Holder hereby represents that any such proxy is revocable). The proxy granted by any Holder (i) shall be automatically revoked upon the occurrence of the Termination Date and (ii) may be terminated at any time by Parent in its sole election by written notice provided to such Holder.

ARTICLE IV
ADDITIONAL AGREEMENTS

Section 4.1    Waiver of Appraisal Rights. To the fullest extent permitted by Law, the Holder hereby irrevocably and unconditionally waives, and agrees to refrain from exercising, any rights of appraisal (including under Section 262 of the DGCL), any dissenters’ rights and any similar rights relating to the Transactions that the Holder may directly or indirectly have by virtue of the ownership of any Shares.

Section 4.2    Tax Matters With Respect to Heat OpCo.

(a)    Intended Tax Treatment. Bold expressly acknowledges and agrees to the “Intended Tax Treatment” described in the Merger Agreement, including that immediately prior to the OpCo Merger, Bold will be treated as having sold a partnership interest in Heat OpCo to Pacers OpCo to the extent of any cash to be paid in lieu of fractional Pacers OpCo Units in accordance with Section 3.5(h) of the Merger Agreement and any cash to be paid in satisfaction of a withholding Tax in accordance with Section 3.5(j)(i)(B) of the Merger Agreement in a manner consistent with Treasury Regulations § 1.708-1(c)(4), and Bold hereby expressly consents to such treatment as required by Treasury Regulations § 1.708-1(c)(4).

(b)    Withholding Certificates. At or prior to the Closing, Bold will deliver a properly executed IRS Form W-9 with respect to itself to Parent and Pacers OpCo.

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(c)    Tax Returns. Parent shall prepare, or cause to be prepared, each Pre-Closing Flow-Through Tax Return required to be filed after the Closing with respect to Heat OpCo in a manner consistent with past practice, except to the extent otherwise required by applicable Law or this Agreement or the Merger Agreement. Not later than 10 days prior to the due date (including extensions) for filing any such Pre-Closing Flow-Through Tax Return, Parent shall deliver a draft of each such Pre-Closing Flow-Through Tax Return, together with any supporting documentation and workpapers reasonably requested by Bold that may be necessary to understand such Pre-Closing Flow-Through Tax Return, to Bold for its review and reasonable comment. Parent shall consider in good faith any reasonable comments timely received from Bold prior to filing.

(d)    Tax Proceedings. After the Closing, Bold shall, at its sole cost and to the extent permitted by the applicable taxing authority, be entitled to participate in any audit, examination, contest, litigation or other Proceeding relating to Pre-Closing Flow-Through Taxes with respect to Heat OpCo, and none of Parent, the Surviving Company, the Surviving OpCo or any of their Affiliates shall settle or compromise any such Proceeding without the prior written consent of Bold (such consent not to be unreasonably withheld, conditioned or delayed) if such settlement or compromise would reasonably be expected to have a disproportionate (as compared to Parent) and material adverse effect on Bold.

(e)    Cooperation. Parent shall (and shall cause its Subsidiaries to) and Bold shall reasonably cooperate as and to the extent reasonably requested by the other Party in connection with the filing of any Tax Returns described in Section 4.2(c) and any Proceeding described in Section 4.2(d). Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Tax Return or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Party requesting cooperation under this Section 4.2(e) shall reimburse the Party providing such cooperation for any reasonable out-of-pocket costs or expenses incurred by the providing Party.

(f)    Distribution Tax Treatment. For U.S. federal (and applicable state and local) income Tax purposes, the parties hereto shall endeavor to treat any distribution to the unitholders or former unitholders of Heat OpCo pursuant to Section 6.23 of the Merger Agreement as a distribution under Section 731 of the Code by Heat OpCo prior to the OpCo Merger or by Pacers OpCo following the OpCo Merger, as applicable (such treatment, the “Distribution Tax Treatment”), and, to the extent permitted by applicable Law at a “more likely than not” (or higher) level of comfort, the parties hereto shall (and shall cause their Subsidiaries and Affiliates to) treat any such distribution in a manner consistent with the Distribution Tax Treatment for U.S. federal (and applicable state and local) income Tax purposes, and file their applicable Tax Returns consistent with the Distribution Tax Treatment. To the extent the Distribution Tax Treatment is not permitted by applicable Law at a “more likely than not” (or higher) level of comfort and the parties hereto determine they are required by applicable Law to treat any such distribution as consideration received in connection with the OpCo Merger, the parties hereto shall (and shall cause their Subsidiaries and Affiliates to) treat any such distribution as consideration in connection with a “sale within a merger” of Heat OpCo Units by the relevant holder thereof occurring immediately prior to the OpCo Merger in accordance with Treasury Regulations § 1.708-1(c)(4) to the extent the relevant holder consents to such treatment in accordance with such Treasury Regulations. In such a case, Bold hereby expressly consents to such treatment as required by Treasury Regulations § 1.708-1(c)(4).

Section 4.3    Further Assurances. Each Holder agrees that from and after the date of this Agreement and until the Termination Date, each Holder shall take no action that would reasonably be likely to adversely affect or delay the ability to obtain any necessary approvals of any Antitrust Authority or the Company Stockholder Approval, as applicable, or other

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Governmental Entity required for the Transactions or to perform its covenants and agreements under this Agreement.

Section 4.4    Fiduciary Duties. Each Holder is entering into this Agreement solely in its capacity as the record owner or Beneficial Owner of the Shares and nothing herein is intended to or shall limit or affect any actions taken by any of such Holder’s designees serving in his or her capacity as a director of the Company (or a Subsidiary of the Company). The taking of any actions (or failures to act) by such Holder’s designees serving as a director of the Company (in such capacity as a director) shall not be deemed to constitute a breach of this Agreement.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Section 5.1    Representations and Warranties of Holders. Each Holder, severally and not jointly, hereby represents and warrants as follows:

(a)    Ownership. Such Holder has, with respect to the Shares, and at all times during the term of this Agreement will continue to have, Beneficial Ownership of, good and valid title to and full and exclusive power to vote, issue instructions with respect to the matters set forth in Article III, agree to all of the matters set forth in this Agreement and to Transfer the Shares. The Shares constitute all of the shares of Company Common Stock owned of record or beneficially by such Holder as of the date of this Agreement. Other than this Agreement and except as set forth in the Heat OpCo LLC Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, to which such Holder is a party obligating such Holder to Transfer or cause to be Transferred to any Person any of the Shares and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares.

(b)    Organization; Authority. Such Holder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Holder and (assuming due authorization, execution and delivery by Parent and the Company) constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by such Holder or the performance of such Holder’s obligations hereunder.

(c)    No Violation. The execution, delivery and performance by such Holder of this Agreement will not (i) violate any provision of any Law applicable to such Holder; (ii) violate any order, judgment or decree applicable to such Holder or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Holder or any of its Affiliates is a party or any term or condition of its certificate of limited partnership or limited partnership agreement, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Holder’s ability to satisfy its obligations hereunder.

(d)    Consents and Approvals. The execution and delivery by such Holder of this Agreement does not, and the performance of such Holder’s obligations hereunder, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Person or Governmental Entity, except such filings and authorizations as may be required under the Exchange Act.

(e)    Absence of Litigation. To the knowledge of such Holder, as of the date of this Agreement, there is no Proceeding pending against, or threatened in writing against, such Holder

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that would prevent the performance by such Holder of its obligations under this Agreement or to consummate the transactions contemplated hereby or by the Merger Agreement, including the Mergers, on a timely basis.

(f)    Absence of Other Voting Agreements. None of the Shares is or will be subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to voting, in each case, that is inconsistent with this Agreement, except as disclosed in the Company SEC Documents and as contemplated by this Agreement. None of the Shares is subject to any pledge agreement pursuant to which such Holder does not retain sole and exclusive voting rights with respect to the Shares subject to such pledge agreement at least until the occurrence of an event of default under the related debt instrument.

Section 5.2    Representations and Warranties of Parent. Parent hereby represents and warrants as follows:

(a)    Organization; Authority. Parent is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by each Holder and the Company) constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by Parentor the performance of Parent’s obligations hereunder.

(b)    No Violation. The execution, delivery and performance by Parent of this Agreement will not (i) violate any provision of any Law applicable to Parent; (ii) violate any order, judgment or decree applicable to Parent or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which Parent or any of its Affiliates is a party or any term or condition of its certificate of incorporation or bylaws, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on Parent’s ability to satisfy its obligations hereunder.

(c)    Production. Since January 1, 2023, Parent and its Subsidiaries, taken as a whole, have not produced, sold or marketed on average more than 2,000 barrels per day of waxy crude from the counties set forth on Schedule 5.30 of the Parent Disclosure Letter.

ARTICLE VI
MISCELLANEOUS

Section 6.1    No Solicitation. Each Holder agrees that it will not, and will cause its Affiliates not to, and will use reasonable best efforts to cause its and their Representatives not to, directly or indirectly, take any of the actions listed in clauses (i) through (v) of Section 6.3(b) of the Merger Agreement (without giving effect to any amendment or modification of such clauses after the date of this Agreement). Each Holder shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its and their Representatives to, immediately cease, and cause to be terminated, any discussions or negotiations conducted before the date of this Agreement with any Person (other than Parent) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Company Competing Proposal. Notwithstanding the foregoing, to the extent the Company complies with its obligations under Section 6.3 of the Merger Agreement and participates in discussions or negotiations with a Person regarding a Company Competing Proposal, Holder and/or any of its Representatives may engage in discussions or negotiations with such Person to the extent that the Company is permitted to do so under Section 6.3 of the Merger Agreement.

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Section 6.2    Notice of Certain Events. Each Holder shall notify the Company and Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Holder under this Agreement and (b) the receipt by such Holder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.2 shall not limit or otherwise affect the remedies available to any party. Parent shall notify each Holder in writing promptly of any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of Parent under this Agreement.

Section 6.3    Termination. This Agreement shall terminate on the Termination Date. Neither the provisions of this Section 6.3 nor the termination of this Agreement shall relieve (x) any party hereto from any liability of such party to any other party incurred prior to such termination or (y) any party hereto from any liability to any other party arising out of or in connection with a breach of this Agreement. Nothing in the Merger Agreement shall relieve any Holder from any liability arising out of or in connection with a breach of this Agreement.

Section 6.4    Reliance. The Holder understands and acknowledges that Parent, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo and the Company are entering into the Merger Agreement in reliance upon such Holder’s execution and delivery of this Agreement.

Section 6.5    Notices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received; provided, that each notice party shall use reasonable best efforts to confirm receipt of any such e-mail correspondence promptly upon receipt of such request); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

if to any Holder, to such address set forth opposite the Holder’s signature hereto;

if to Parent, to:

Permian Resources Corporation
300 N. Marienfeld Street, Suite 1000
Midland, TX 79701
Attention:     John Bell

        Chad MacDonald
E-mail:        john.bell@permianres.com

with a required copy to (which shall not constitute notice):

Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
Attention:     Sean T. Wheeler, P.C.

        Debbie P. Yee, P.C.
E-mail:        sean.wheeler@kirkland.com
        debbie.yee@kirkland.com

if to the Company, to:

Earthstone Energy, Inc.

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1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Attention:     Robert J. Anderson

    Robert W. Hunt, Jr.

E-mail:         robert@earthstoneenery.com

            bobby@earthstoneenergy.com

with a required copy to (which shall not constitute notice):

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, Texas 77002
Attention:     Douglas E. McWilliams

        Lande Alexandra Spottswood
E-mail:        dmcwilliams@velaw.com

        lspottswood@velaw.com

Section 6.6    Amendment; Waiver.

(a)    This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(b)    No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. No agreement on the part of a party hereto to any such extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such party. No waiver by any of the parties hereto of any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 6.7    Counterparts. This Agreement may be executed in two (2) or more counterparts, including via e-mail in pdf form transmission, all of which shall be considered one and the same agreement and shall become effective when two (2) or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

Section 6.8    Assignment and Binding Effect. Except in connection with a permitted Transfer pursuant to Article II, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Except as expressly set forth in the prior sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any purported assignment in violation of this Section 6.8 shall be void.

Section 6.9    Entire Agreement. This Agreement (including the schedule hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section 6.10    Severability. Each party hereto agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be invalid, illegal or

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unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order from a court or other competent authority for any party hereto to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, to the extent that a party hereto took an action inconsistent with this Agreement or failed to take action consistent with this Agreement or required by this Agreement pursuant to such order, such party shall not incur any liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order.

Section 6.11    No Partnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture, any like relationship between the parties hereto or a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

Section 6.12    Governing Law; Venue; Waiver of Jury Trial.

(a)    THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(b)    THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DGCL, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH

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SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(c)    EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.12.

Section 6.13    Expenses. Each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated this Agreement, whether or not the Mergers shall be consummated.

Section 6.14    Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Section 6.15    Injunctive Relief. The parties hereto agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties hereto. Prior to the termination of this Agreement pursuant to Section 6.3, it is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 6.15, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity. Each party hereto accordingly agrees (a) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the alleged breaching party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement and will not plead in defense thereto that there are adequate remedies

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at Law, all in accordance with the terms of this Section 6.15. Each party hereto further agrees that no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.15, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 6.16    No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Holders, and Parent shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct Holders in the voting or disposition of any Shares, except as otherwise expressly provided herein.

Section 6.17    Disclosure. Each Holder consents to and authorizes the publication and disclosure by the Company and Parent of such Holder’s identity and holding of Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release, the Joint Proxy and Solicitation Statement, and any other disclosure document required in connection with the Merger Agreement and the Transactions.

Section 6.18    Interpretation.

(a)    Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party hereto that drafted it is of no application and is hereby expressly waived.

(b)    Notwithstanding anything in this Agreement to the contrary, each Holder’s representations, warranties and obligations hereunder are only with respect to itself and the Shares it owns, and such Holder is not responsible for any breach by any other Holder or with respect to such other Holder’s Shares.

[Signature Page Follows]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

EARTHSTONE ENERGY, INC.

By: /s/ Robert J. Anderson    

Name: Robert J. Anderson

Title:     President and Chief Executive Officer

Signature Page to Voting and Support Agreement

	HOLDERS: ENCAP ENERGY CAPITAL FUND VIII, L.P. a Texas limited partnership
	By:    EnCap Equity Fund VIII GP, L.P.,     its general partner
	By:    EnCap Investments L.P.,     its general partner
	By:    EnCap Investments GP, L.L.C.,     its general partner
EnCap Energy Capital Fund VIII, L.P. 9651 Katy Freeway, Suite 600 Houston, TX 77024 Attention: Douglas E. Swanson, Jr. Email: dswanson@encapinvestments.com	By: /s/ Douglas E. Swanson, Jr.     Name: Douglas E. Swanson, Jr. Title:     Managing Director
With a copy to (which shall not constitute notice): W. Matthew Strock Vinson & Elkins LLP 845 Texas Ave., Suite 4700 Houston, TX 77002 Email: mstrock@velaw.com

Signature Page to Voting and Support Agreement

	HOLDERS: BOLD ENERGY HOLDINGS, LLC a Texas limited liability company
	By:    EnCap Energy Capital Fund IX, L.P.,     its sole member
	By:    EnCap Equity Fund IX GP, L.P.,     its general partner
	By:    EnCap Investments L.P.,     its general partner
	By:    EnCap Investments GP, L.L.C.,     its general partner
Bold Energy Holdings, LLC 9651 Katy Freeway, Suite 600 Houston, TX 77024 Attention: Douglas E. Swanson, Jr. Email: dswanson@encapinvestments.com	By: /s/ Douglas E. Swanson, Jr.     Name: Douglas E. Swanson, Jr. Title:     Managing Director
With a copy to (which shall not constitute notice): W. Matthew Strock Vinson & Elkins LLP 845 Texas Ave., Suite 4700 Houston, TX 77002 Email: mstrock@velaw.com

Signature Page to Voting and Support Agreement

	HOLDERS: ENCAP ENERGY CAPITAL FUND XI, L.P. a Texas limited partnership
	By:    EnCap Energy Capital Fund XI GP, L.P.,     its general partner
	By:    EnCap Equity Fund XI GP, L.P.,     its general partner
	By:    EnCap Investments L.P.,     its sole member
	By:    EnCap Investments GP, L.L.C.,     its general partner
EnCap Energy Capital Fund XI, L.P. 9651 Katy Freeway, Suite 600 Houston, TX 77024 Attention: Douglas E. Swanson, Jr. Email: dswanson@encapinvestments.com	By: /s/ Douglas E. Swanson, Jr.     Name: Douglas E. Swanson, Jr. Title:     Managing Director
With a copy to (which shall not constitute notice): W. Matthew Strock Vinson & Elkins LLP 845 Texas Ave., Suite 4700 Houston, TX 77002 Email: mstrock@velaw.com

Signature Page to Voting and Support Agreement

PARENT:

PERMIAN RESOURCES CORPORATION

By: /s/ James Walter    

Name: James Walter

Title: Co-Chief Executive Officer

PARENT:

PERMIAN RESOURCES CORPORATION

By: /s/ William M Hickey, III    

Name: William M. Hickey, III

Title: Co-Chief Executive Officer

Signature Page to Voting and Support Agreement

SCHEDULE I

Number of Shares Beneficially Owned

EnCap Energy Capital Fund VIII, L.P.:
Company Class A common stock: 2,303,000
Company Class B common stock: 0

Bold Energy Holdings, LLC:
Company Class A common stock: 0
Company Class B common stock: 33,956,524

EnCap Energy Capital Fund XI, L.P.:
Company Class A common stock: 19,819,820
Company Class B common stock: 0

    Schedule I to Voting and Support Agreement

EX-10.6

Exhibit 10.6

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company has entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo”), the Company, and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Heat OpCo”);

WHEREAS, each Holder is the Beneficial Owner (as defined below) of such number of shares of Class A common stock, par value $0.01 per share, of the Company and/or Class B common stock, par value $0.01 per share, of the Company (collectively, the “Company Common Stock” and such shares of Company Common Stock, the “Shares”) set forth under its name on Schedule I hereto;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to Parent and its Subsidiaries entering into the Merger Agreement, the Holders are entering into this Agreement with respect to the Shares and with respect to certain tax matters of Heat OpCo; and

WHEREAS, the Holders are willing, subject to the limitations herein, not to Transfer (as defined below) any of their Shares, and to vote their Shares in a manner so as to facilitate consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I
GENERAL

Section 1.1    Definitions. This Agreement is the “Company Support Agreement” as defined in the Merger Agreement. For purposes of this Agreement, the Company shall not be deemed an Affiliate of any Holder, and the Company and its Representatives are not Representatives of any Holder. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(a)    “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial Ownership shall also include record ownership of securities.

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(b)    “Beneficial Owners” shall mean Persons who Beneficially Own the referenced securities.

(c)    “Transfer” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, loan, pledge, grant of a security interest, hypothecation, disposition or other similar transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, loan, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Shares, including in each case through the Transfer of any Person or any interest in any Person or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that results in an amount of Shares subject to Article III that is less than the amount of Shares subject to Article III as of the date of this Agreement. For purposes of this Agreement, “capital stock” shall include interests in a partnership or limited liability company.

ARTICLE II
AGREEMENT TO RETAIN SHARES

Section 2.1    Transfer and Encumbrance of Shares. From the date of this Agreement until the earliest of (i) Company Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Stockholder Approval, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares to only one (1) Person.

Section 2.2    Additional Purchases; Adjustments. Each Holder agrees that any shares of Company Common Stock and any other shares of capital stock or other equity of the Company that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify the Company of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

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Section 2.3    Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares or Heat OpCo Membership Interests in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares and Heat OpCo Membership Interests and to instruct the Company in its capacity as sole managing member of Heat OpCo not to recognize any Transfer of Heat OpCo Membership Interests in violation of Article II on the books and records of Heat OpCo; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares or a Holder’s Heat OpCo Membership Interests shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or Heat OpCo Membership Interests subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

ARTICLE III
AGREEMENT TO CONSENT AND VOTE

Section 3.1    Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns:

(a)    in favor of the approval of the Transactions, adoption of the Merger Agreement and approval of any other matters necessary for consummation of the Transactions, including the Company Mergers (collectively, the “Transaction Matters”); and

(b)    against (i) any agreement, transaction or proposal that relates to a Company Competing Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s Organizational Documents); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1.

Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in

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this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Section 3.2    Proxy. Each Holder hereby irrevocably appoints as its proxy and attorney-in-fact, Parent and any Person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to vote the Shares as indicated in, and solely for the matters set forth in, Section 3.1(a) and Section 3.1(b) above. Each Holder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Holder with respect to the Shares (and each Holder hereby represents that any such proxy is revocable). The proxy granted by any Holder (i) shall be automatically revoked upon the occurrence of the Termination Date and (ii) may be terminated at any time by Parent in its sole election by written notice provided to such Holder.

ARTICLE IV
ADDITIONAL AGREEMENTS

Section 4.1    Waiver of Appraisal Rights. To the fullest extent permitted by Law, the Holder hereby irrevocably and unconditionally waives, and agrees to refrain from exercising, any rights of appraisal (including under Section 262 of the DGCL), any dissenters’ rights and any similar rights relating to the Transactions that the Holder may directly or indirectly have by virtue of the ownership of any Shares.

Section 4.2    Further Assurances. Each Holder agrees that from and after the date of this Agreement and until the Termination Date, each Holder shall take no action that would reasonably be likely to adversely affect or delay the ability to obtain any necessary approvals of any Antitrust Authority or the Company Stockholder Approval, as applicable, or other Governmental Entity required for the Transactions or to perform its covenants and agreements under this Agreement.

Section 4.3    Fiduciary Duties. Each Holder is entering into this Agreement solely in its capacity as the record owner or Beneficial Owner of the Shares and nothing herein is intended to or shall limit or affect any actions taken by any of such Holder’s designees serving in his or her capacity as a director of the Company (or a Subsidiary of the Company). The taking of any actions (or failures to act) by such Holder’s designees serving as a director of the Company (in such capacity as a director) shall not be deemed to constitute a breach of this Agreement.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Section 5.1    Representations and Warranties of Holders. Each Holder, severally and not jointly, hereby represents and warrants as follows:

(a)    Ownership. Such Holder has, with respect to the Shares, and at all times during the term of this Agreement will continue to have, Beneficial Ownership of, good and valid title to and full and exclusive power to vote, issue instructions with respect to the matters set forth in Article III, agree to all of the matters set forth in this Agreement and to Transfer the Shares. The Shares constitute all of the shares of Company Common Stock owned of record or beneficially by such Holder as of the date of this Agreement. Other than this Agreement and except as set forth in the Heat OpCo LLC Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, to which such Holder is a party obligating such Holder to Transfer

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or cause to be Transferred to any Person any of the Shares and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares.

(b)    Organization; Authority. Such Holder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Holder and (assuming due authorization, execution and delivery by Parent and the Company) constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by such Holder or the performance of such Holder’s obligations hereunder.

(c)    No Violation. The execution, delivery and performance by such Holder of this Agreement will not (i) violate any provision of any Law applicable to such Holder; (ii) violate any order, judgment or decree applicable to such Holder or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Holder or any of its Affiliates is a party or any term or condition of its certificate of limited partnership or limited partnership agreement, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Holder’s ability to satisfy its obligations hereunder.

(d)    Consents and Approvals. The execution and delivery by such Holder of this Agreement does not, and the performance of such Holder’s obligations hereunder, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Person or Governmental Entity, except such filings and authorizations as may be required under the Exchange Act.

(e)    Absence of Litigation. To the knowledge of such Holder, as of the date of this Agreement, there is no Proceeding pending against, or threatened in writing against, such Holder that would prevent the performance by such Holder of its obligations under this Agreement or to consummate the transactions contemplated hereby or by the Merger Agreement, including the Mergers, on a timely basis.

(f)    Absence of Other Voting Agreements. None of the Shares is or will be subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to voting, in each case, that is inconsistent with this Agreement, except as disclosed in the Company SEC Documents and as contemplated by this Agreement. None of the Shares is subject to any pledge agreement pursuant to which such Holder does not retain sole and exclusive voting rights with respect to the Shares subject to such pledge agreement at least until the occurrence of an event of default under the related debt instrument.

Section 5.2    Representations and Warranties of Parent. Parent hereby represents and warrants as follows:

(a)    Organization; Authority. Parent is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by each Holder and the Company) constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms (except in all cases as such enforceability may be limited by Creditors’ Rights), and no other action is necessary to authorize the execution and delivery by Parentor the performance of Parent’s obligations hereunder.

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(b)    No Violation. The execution, delivery and performance by Parent of this Agreement will not (i) violate any provision of any Law applicable to Parent; (ii) violate any order, judgment or decree applicable to Parent or any of its Affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which Parent or any of its Affiliates is a party or any term or condition of its certificate of incorporation or bylaws, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on Parent’s ability to satisfy its obligations hereunder.

(c)    Production. Since January 1, 2023, Parent and its Subsidiaries, taken as a whole, have not produced, sold or marketed on average more than 2,000 barrels per day of waxy crude from the counties set forth on Schedule 5.30 of the Parent Disclosure Letter.

ARTICLE VI
MISCELLANEOUS

Section 6.1    No Solicitation. Each Holder agrees that it will not, and will cause its Affiliates not to, and will use reasonable best efforts to cause its and their Representatives not to, directly or indirectly, take any of the actions listed in clauses (i) through (v) of Section 6.3(b) of the Merger Agreement (without giving effect to any amendment or modification of such clauses after the date of this Agreement). Each Holder shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its and their Representatives to, immediately cease, and cause to be terminated, any discussions or negotiations conducted before the date of this Agreement with any Person (other than Parent) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Company Competing Proposal. Notwithstanding the foregoing, to the extent the Company complies with its obligations under Section 6.3 of the Merger Agreement and participates in discussions or negotiations with a Person regarding a Company Competing Proposal, Holder and/or any of its Representatives may engage in discussions or negotiations with such Person to the extent that the Company is permitted to do so under Section 6.3 of the Merger Agreement.

Section 6.2    Notice of Certain Events. Each Holder shall notify the Company and Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Holder under this Agreement and (b) the receipt by such Holder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.2 shall not limit or otherwise affect the remedies available to any party. Parent shall notify each Holder in writing promptly of any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of Parent under this Agreement.

Section 6.3    Termination. This Agreement shall terminate on the Termination Date. Neither the provisions of this Section 6.3 nor the termination of this Agreement shall relieve (x) any party hereto from any liability of such party to any other party incurred prior to such termination or (y) any party hereto from any liability to any other party arising out of or in connection with a breach of this Agreement. Nothing in the Merger Agreement shall relieve any Holder from any liability arising out of or in connection with a breach of this Agreement.

Section 6.4    Reliance. The Holder understands and acknowledges that Parent, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo and the Company are entering into the Merger Agreement in reliance upon such Holder’s execution and delivery of this Agreement.

Section 6.5    Notices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to

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have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received; provided, that each notice party shall use reasonable best efforts to confirm receipt of any such e-mail correspondence promptly upon receipt of such request); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

if to any Holder, to such address set forth opposite the Holder’s signature hereto;

if to Parent, to:

Permian Resources Corporation
300 N. Marienfeld St., Suite 1000

Midland, Texas 79701
Attention:     John Bell
E-mail:        john.bell@permianres.com

with a required copy to (which shall not constitute notice):

Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
Attention:     Sean T. Wheeler, P.C.

        Debbie P. Yee, P.C.
E-mail:        sean.wheeler@kirkland.com
        debbie.yee@kirkland.com

if to the Company, to:

Earthstone Energy, Inc.
1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Attention:     Robert J. Anderson

        Robert W. Hunt, Jr.
E-mail:    robert@earthstoneenery.com

    bobby@earthstoneenergy.com

with a required copy to (which shall not constitute notice):

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, Texas 77002
Attention:     Douglas E. McWilliams

        Lande Alexandra Spottswood
E-mail:        dmcwilliams@velaw.com

        lspottswood@velaw.com

Section 6.6    Amendment; Waiver.

(a)    This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

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(b)    No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. No agreement on the part of a party hereto to any such extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such party. No waiver by any of the parties hereto of any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 6.7    Counterparts. This Agreement may be executed in two (2) or more counterparts, including via e-mail in pdf form transmission, all of which shall be considered one and the same agreement and shall become effective when two (2) or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

Section 6.8    Assignment and Binding Effect. Except in connection with a permitted Transfer pursuant to Article II, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Except as expressly set forth in the prior sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any purported assignment in violation of this Section 6.8 shall be void.

Section 6.9    Entire Agreement. This Agreement (including the schedule hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section 6.10    Severability. Each party hereto agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order from a court or other competent authority for any party hereto to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, to the extent that a party hereto took an action inconsistent with this Agreement or failed to take action consistent with this Agreement or required by this Agreement pursuant to such order, such party shall not incur any liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order.

Section 6.11    No Partnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture, any like relationship between the parties hereto or a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

Section 6.12    Governing Law; Venue; Waiver of Jury Trial.

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(a)    THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(b)    THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF THE DGCL, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(c)    EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.12.

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Section 6.13    Expenses. Each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated this Agreement, whether or not the Mergers shall be consummated.

Section 6.14    Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Section 6.15    Injunctive Relief. The parties hereto agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties hereto. Prior to the termination of this Agreement pursuant to Section 6.3, it is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 6.15, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity. Each party hereto accordingly agrees (a) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; and (b) the alleged breaching party will not raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement and will not plead in defense thereto that there are adequate remedies at Law, all in accordance with the terms of this Section 6.15. Each party hereto further agrees that no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.15, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 6.16    No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Holders, and Parent shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct Holders in the voting or disposition of any Shares, except as otherwise expressly provided herein.

Section 6.17    Disclosure. Each Holder consents to and authorizes the publication and disclosure by the Company and Parent of such Holder’s identity and holding of Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release, the Joint Proxy and Solicitation Statement, and any other disclosure document required in connection with the Merger Agreement and the Transactions.

Section 6.18    Interpretation.

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(a)    Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party hereto that drafted it is of no application and is hereby expressly waived.

(b)    Notwithstanding anything in this Agreement to the contrary, each Holder’s representations, warranties and obligations hereunder are only with respect to itself and the Shares it owns, and such Holder is not responsible for any breach by any other Holder or with respect to such other Holder’s Shares.

[Signature Page Follows]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

EARTHSTONE ENERGY, INC.

By: /s/ Robert J. Anderson    

Name: Robert J. Anderson

Title: President and Chief Executive Officer

Signature Page to Voting and Support Agreement

	HOLDERS: CYPRESS INVESTMENTS, LLC
Cypress Investments, LLC
34 S. Wynden Drive, Suite 300
Houston, TX 77056
Attention: Henry May	By: /s/ Frost W. Cochran     Name: Frost W. Cochran Title: Authorized Person
	BROKEN OAK INVESTMENTS, LLC
Broken Oak Investments, LLC
34 S. Wynden Drive, Suite 300
Houston, TX 77056
Attention: Henry May	By: /s/ Frost W. Cochran     Name: Frost W. Cochran Title: Authorized Person

Signature Page to Voting and Support Agreement

PARENT:

PERMIAN RESOURCES CORPORATION

By: /s/ James Walter    

Name: James Walter

Title: Co-Chief Executive Officer

PARENT:

PERMIAN RESOURCES CORPORATION

By: /s/ William M Hickey, III    

Name: William M. Hickey, III

Title: Co-Chief Executive Officer

Signature Page to Voting and Support Agreement

SCHEDULE I

Number of Shares Beneficially Owned

Cypress Investments, LLC:
Company Class A common stock: 11,017,213
Company Class B common stock: 0

Broken Oak Investments, LLC:
Company Class A common stock: 150,000
Company Class B common stock: 0

    Schedule I to Voting and Support Agreement

EX-10.7

Exhibit 10.7

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023 and effective as of the Closing Date, is made and entered into by and among Permian Resources Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages hereto (each such party, an “Initial Holder” and collectively, the “Initial Holders”) and each person who becomes a party to this Agreement by entering into a joinder agreement in the form attached hereto as Exhibit A.

RECITALS

WHEREAS, the Company, Smits Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Permian OpCo”),Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone OpCo”), entered into that certain Agreement and Plan of Merger, dated as of the date herewith (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, (i) Merger Sub I will merge with and into Earthstone (the “Initial Merger”), with Earthstone surviving the Initial Merger as a wholly owned subsidiary of the Company (“Initial Surviving Corporation”), (ii) as soon as practicable thereafter, the Initial Surviving Corporation will merge with and into Merger Sub II (the “Subsequent Merger”), with Merger Sub II surviving the Subsequent Merger as a wholly owned subsidiary of the Company (the “Surviving Company”) and (iii) as soon as practicable thereafter, Permian OpCo will merge with and into Earthstone OpCo (the “OpCoMerger”), with Permian OpCo surviving the OpCo Merger as a subsidiary of the Company (the “Surviving OpCo”);

WHEREAS, in connection with the closing of the transactions contemplated by the Merger Agreement (the “Closing” and such date of closing, the “Closing Date”), among other things, the Initial Holders will receive shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), shares of Class C common stock, par value $0.0001 per share, of the Company (“Class C Common Stock”) and units of the Surviving OpCo (“Units”);

WHEREAS, each Unit will be redeemable or exchangeable, together with one share of Class C Common Stock, for one share of Class A Common Stock in accordance with the Seventh Amended and Restated Limited Liability Company Agreement of the Surviving OpCo, to be dated as of the Closing Date (the “Surviving OpCo LLCA”);

WHEREAS, in connection with the execution of the Merger Agreement, the Company and each of the Initial Holders have entered into this Agreement to set forth certain understandings among themselves with respect to, among other things, the registration of securities owned by the Holders; and

WHEREAS, this Agreement shall become effective immediately and automatically upon the Closing.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1    Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“2016 Holders” shall mean the parties to the 2016 Registration Rights Agreement, other than the Company, who continue to hold Registrable Securities (as such term is defined in the 2016 Registration Rights Agreement).

“2016 Registration Rights Agreement” shall mean that certain Amended and Restated Registration Rights Agreement, dated as of October 11, 2016, by and among the Company and the 2016 Holders.

“2022 Holders” shall mean the parties to the 2022 Registration Rights Agreement, other than the Company, who continue to hold Registrable Securities (as such term is defined in the 2022 Registration Rights Agreement).

“2022 Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of September 1, 2022, by and among the Company and the 2022 Holders.

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of one or more of the Co-Chief Executive Officers or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Affiliate” means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided that no Holder shall be deemed an Affiliate of any other Holder by reason of an investment in, or holding of Common Stock (or securities convertible or exchangeable for shares of Common Stock) of, the Company. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement).

“Agreement” shall have the meaning given in the Preamble hereto.

“Blackout Period” shall have the meaning given in subsection 3.4.2.

“Block Trade”shall have the meaning given in subsection 2.4.5.

“Class A Common Stock” shall have the meaning given in the Recitals hereto.

“Class C Common Stock” shall have the meaning given in the Recitals hereto.

“Closing” shall have the meaning given in the Recitals hereto.

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“Closing Date” shall have the meaning given in the Recitals hereto.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” means the Class A Common Stock and the Class C Common Stock, collectively.

“Company” shall have the meaning given in the Preamble hereto.

“Earthstone” shall have the meaning given in the Recitals hereto.

“Earthstone OpCo” shall have the meaning given in the Recitals hereto.

“EnCap Holder” means, collectively, funds or investment vehicles associated with EnCap Investments L.P. or any Affiliate thereof (including, for the avoidance of doubt, EnCap Energy Capital Fund VIII, L.P., Bold Energy Holdings, LLC and EnCap Energy Capital Fund XI, L.P.).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Holder” and “Holders” shall mean the Initial Holders and such other Persons who sign a joinder agreement pursuant to Section 6.17 of the Merger Agreement.

“Initial Holder” and “Initial Holders” shall have the meaning given in the Preamble hereto.

“Initial Merger” shall have the meaning given in the Recitals hereto.

“Initial Shelf Registration Statement” shall have the meaning given in subsection 2.1.1.

“Initial Surviving Corporation” shall have the meaning given in the Recitals hereto.

“Lock-Up Period” shall mean the period commencing on the Closing Date and ending on the six (6) month anniversary of the Closing Date.

“Lock-Up Securities” shall mean shares of Common Stock, Units (including the shares of Class A Common stock issuable upon the exchange of the Units in accordance with the Surviving OpCo LLCA) and any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock.

“Maximum Number of Securities” shall have the meaning given in subsection 2.2.2.

“Member Distribution” shall have the meaning given in subsection 2.1.1.

“Merger” shall have the meaning given in the Recitals hereto.

“Merger Agreement” shall have the meaning given in the Recitals hereto.

“Merger Sub I” shall have the meaning given in the Recitals hereto.

“Merger Sub II” shall have the meaning given in the Recitals hereto.

“Minimum Takedown Threshold” shall have the meaning given in subsection 2.2.1.

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“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“NGP Holder” means, collectively, funds or investment vehicles associated with NGP Energy Capital Management, L.L.C. or any Affiliate thereof (including, for the avoidance of doubt, Luxe Energy LLC).

“NGP Priority Offering” shall mean a single underwritten shelf takedown or block trade for the benefit of only the NGP Holder with gross offering proceeds of no greater than $350 million, which offering may occur at any time after the record date for the special meeting of stockholders of the Company to approve the issuance of shares of Class A Common Stock and Class C Common Stock pursuant to the Merger and before the expiration of the Lock-Up Period.

“OpCo Merger” shall have the meaning given in the Recitals hereto.

“Organized Offering” shall have the meaning given in subsection 2.2.3(a).

“Other Coordinated Offering” shall have the meaning given in subsection 2.4.5.

“Participating Sponsor Holders” shall have the meaning given in subsection 2.2.3(e).

“Participation Term” shall mean have the meaning given in subsection 2.2.3(f).

“Pearl Holder” means, collectively, funds or investment vehicles associated with Pearl Energy Investments, L.P. or any Affiliate thereof.

“Permitted Transferees” shall mean, with respect to a Holder, a Person or entity to whom a Holder of Registrable Securities is permitted to Transfer such Registrable Securities prior to the expiration of the Lock-Up Period and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

“Person” means an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.

“Piggyback Underwritten Offering” shall have the meaning given in subsection 2.4.1.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) the shares of Class A Common Stock issuable upon the redemption or exchange of the Units in accordance with the Surviving OpCo LLCA, (b) any outstanding share of Class A Common Stock or any other equity security (including the shares of Class A Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the Closing Date, and (c) any other equity security of the Company issued or issuable with respect to any such share of Class A Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in

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accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities have been sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission).

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A)    all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Class A Common Stock is then listed;

(B)    fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C)    printing, messenger, telephone and delivery expenses;

(D)    reasonable fees and disbursements of counsel for the Company; and

(E)    reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requested Offering” shall have the meaning given in subsection 2.2.3(c).

“Riverstone Holder” shall mean Riverstone VI Centennial QB Holdings, L.P. or any Affiliate thereof.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Initial Shelf Registration Statement and any Subsequent Shelf Registration Statement, as the case may be.

“Shelf Registration” means a registration of securities pursuant to a registration statement filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Sponsor Holders” shall mean the Pearl Holder, the NGP Holder, the Riverstone Holder and the EnCap Holder, in each case, so long as such Holder beneficially owns any Registrable Securities.

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“Subsequent Merger” shall have the meaning given in the Recitals hereto.

“Subsequent Shelf Registration Statement” shall have the meaning given in subsection 2.1.2.

“Surviving Company” shall have the meaning given in the Recitals hereto.

“Surviving OpCo” shall have the meaning given in the Recitals hereto.

“Surviving OpCo LLCA” shall have the meaning given in the Recitals hereto.

“Suspension Period” shall have the meaning given in subsection 3.4.1.

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Demand Holder”shall have the meaning given in subsection 2.2.1.

“Underwritten Offering”shall mean an offering in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public (which shall, for the avoidance of doubt, include any Underwritten Shelf Takedown).

“Underwritten Offering Filing”means (a) with respect to an Underwritten Shelf Takedown, a preliminary prospectus supplement (or prospectus supplement if no preliminary prospectus supplement is used) to the Shelf relating to such Underwritten Shelf Takedown, and (b) with respect to a Piggyback Underwritten Offering, (i) a preliminary prospectus supplement (or prospectus supplement if no preliminary prospectus supplement is used) to an effective shelf Registration Statement (other than the Shelf) in which Registrable Securities could be included and the Holders could be named as selling security holders without the filing of a post-effective amendment thereto (other than a post-effective amendment that becomes effective upon filing) or (ii) a Registration Statement (other than the Shelf), in each case relating to such Piggyback Underwritten Offering.

“Underwritten Shelf Takedown” shall have the meaning given in subsection 2.2.1.

“Units” shall have the meaning given in the Recitals hereto.

ARTICLE II
REGISTRATIONS

2.1    Shelf Registration.

2.1.1    Initial Shelf Registration. The Company shall as soon as reasonably practicable, but in any event within five (5) business days after the Closing Date, file with the

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Commission a Registration Statement for a Shelf Registration (the “Initial Shelf Registration Statement”) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of the Closing) on a delayed or continuous basis and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) on Form S-3. The Initial Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities and shall contain a prospectus in such form as to permit the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including a distribution to, and resale by, the members, partners, stockholders or other equity holders of any Holder (a “Member Distribution”). Further, the Company shall, at the reasonable request of any Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Initial Shelf Registration Statement (or, if applicable, the registration statement filed in connection with any Subsequent Shelf Registration (as defined below)), or revise such language if deemed reasonably necessary by any such Holder in connection with such Member Distribution or otherwise to permit the public resale of Registrable Securities by such Holder in accordance with this Section 2.1. As soon as practicable following the effective date of the Initial Shelf Registration Statement, but in any event within three (3) business days of such date, the Company shall notify the Holders of the effectiveness of such Initial Shelf Registration Statement. When deemed effective, the Initial Shelf Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

2.1.2    Subsequent Shelf Registration. The Company shall maintain a Shelf for the benefit of the Holders in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use by each Holder and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.3 and Section 3.4, use its commercially reasonable efforts to as promptly as reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), including, if necessary, amending such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or filing an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”)registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including a Member Distribution. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. As soon as practicable following the effective

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date of any Subsequent Shelf Registration, but in any event within three (3) business days of such date, the Company shall notify the Holders of the effectiveness of such Subsequent Shelf Registration. When deemed effective, a Subsequent Shelf Registration (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

2.2    Underwritten Shelf Takedown.

2.2.1    Underwritten Shelf Takedown Request. At any time and from time to time following the effectiveness of a Shelf pursuant to Section 2.1, any Holder (each, an “Underwritten Demand Holder”) may request to sell all or any portion of its or their Registrable Securities in an Underwritten Offering that is registered pursuant to such Shelf (each, an “Underwritten Shelf Takedown”); provided, in each case, that the Company shall be obligated to effect an Underwritten Shelf Takedown only if such offering shall include (a) Registrable Securities proposed to be sold by the Holder(s) making such request with a total offering price reasonably expected to exceed, in the aggregate, $50,000,000 or (b) all remaining Registrable Securities held by the Holders (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within five (5) business days after receipt of a request for an Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders of Registrable Securities and, subject to the provisions of subsection 2.2.2, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) business days after sending such notice to Holders. The Company and such Holders shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by such parties with the managing Underwriter or Underwriters selected by the Holders requesting such Underwritten Shelf Takedown (which managing Underwriter or Underwriters shall be subject to approval of the Company, which approval shall not be unreasonably withheld) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement. In connection with any Underwritten Shelf Takedown contemplated by this subsection 2.2.1, subject to subsection 3.4 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company. Notwithstanding any other provision of this Agreement to the contrary, (i) no Holder may demand more than two (2) Underwritten Shelf Takedowns in the aggregate during any 12-month period, provided that this clause (i) shall not preclude the ability of any Holder to exercise their rights pursuant to Section 2.4 hereof; (ii) the Company shall not be obligated to participate in more than three (3) Underwritten Shelf Takedowns demanded by any individual Sponsor Holder (i.e. twelve (12) Underwritten Shelf Takedowns in the aggregate) nor more than one (1) Underwritten Shelf Takedown in any calendar quarter (the “Total Takedown Allocation”), in each case, pursuant to this subsection 2.2.1; and (iii) notwithstanding anything to the contrary in this Agreement, the Company may effect an Underwritten Shelf Takedown pursuant to any then-effective Shelf that is then available for such offering.

2.2.2    Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten Shelf Takedown, in good faith, advise the Company and the applicable Holders (if any) in writing that the dollar amount or number of Registrable Securities that any such Holders desire to sell, taken together with all other Class A Common Stock or other equity securities that the Company desires to sell and the

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Class A Common Stock, if any, as to which an Underwritten Offering has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),then the Company shall include in such Underwritten Offering, as follows:

(a)    first, the Registrable Securities of the Underwritten Demand Holders (pro rata based on the respective number of Registrable Securities that each such Underwritten Demand Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Underwritten Demand Holders have requested be included in such Underwritten Offering), that can be sold without exceeding the Maximum Number of Securities;

(b)    second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of Holders exercising their rights to include their Registrable Securities pursuant to subsection 2.2.1 (pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Piggyback Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested be included in such Piggyback Underwritten Offering), that can be sold without exceeding the Maximum Number of Securities;

(c)    third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a) and clause (b), the Class A Common Stock or other equity securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; and

(d)    fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), clause (b) or clause (c), the Class A Common Stock or other equity securities of other Persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities.

2.2.3    Participation Elections.

(a)    Company Determination. At least five (5) days prior to each date on which the Company issues a press release announcing its financial and operational results for the period then ended (the “earnings release”) during the Participation Term, the Company shall provide an update to the Sponsor Holders as to market activity in the Class A Common Stock and shall notify each Sponsor Holder as to whether the Company intends to organize an offering among the Sponsor Holders to sell all or any portion of their Registrable Securities in an Underwritten Offering, Block Trade, a block trade pursuant to Rule 144 or Other Coordinated Offering during the open trading window following such earnings release (each such organized offering, an “Organized Offering”).

(b)    Participation in Organized Offering. During the Participation Term, if the Company determines to proceed with an Organized Offering, the Company shall deliver to each Sponsor Holder written notice of its intent to commence an Organized Offering. Each Sponsor Holder may elect to participate in such Organized

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Offering by providing written notice to the Company of such Sponsor Holder’s election to participate by no later than (i) one business day after the Company’s delivery of written notice to the Sponsor Holders of its determination of proceed with an Organized Offering or (ii) such other date as the Company may specify in such written notice to the Sponsor Holders. The Company shall waive the transfer restrictions set forth in Section 5.1 with respect to any Lock-Up Securities that will be sold through an Organized Offering. For the avoidance of doubt, a request for inclusion in an Organized Offering shall not be counted against the Total Takedown Allocation.

(c)    Participation in Requested Offering. During the Participation Term, if the Company does not intend to proceed with an Organized Offering in accordance with subsection 2.2.3(a) or otherwise does not give notice to commence an Organized Offering following a request by any Sponsor Holder for the Company to commence an Organized Offering, each Sponsor Holder shall nonetheless have the right during the Participation Term to request an Underwritten Shelf Takedown or Block Trade by providing a written demand to the Company and each Sponsor Holder (each such offering so requested, a “Requested Offering”). Each Sponsor Holder shall have the opportunity to participate in such Requested Offering by providing written notice to the Company of such Sponsor Holder’s election to participate by no later than (i) one business day after the delivery of such written demand by a Sponsor Holder or (ii) such other date as the Sponsor Holder may specify in its written demand for such Requested Offering. The Company shall waive the transfer restrictions set forth in Section 5.1 with respect to any Lock-Up Securities that will be sold through a Requested Offering. For the avoidance of doubt, no request for, commencement of, or inclusion in, a Requested Offering shall be counted against the Total Takedown Allocation.

(d)    Participation Term Transfers. During the Participation Term, without the prior written consent of the Company, each Sponsor Holder, individually and not jointly, agrees with the Company (and only with the Company) that it shall not Transfer any Common Stock beneficially owned or owned of record by such Sponsor Holder (including securities held as a custodian) other than Transfers to Permitted Transferees or by means of an Organized Offering or Requested Offering. Notwithstanding any other provision of this Agreement to the contrary, during the Participation Term, the Company shall not be obligated to participate in more than one (1) Underwritten Shelf Takedown or one (1) Block Trade, block trade pursuant to Rule 144 or Other Coordinated Offering in a single calendar quarter pursuant to this subsection 2.2.3.

(e)    Pro-rata Priority. Notwithstanding the priorities specified in subsection 2.2.2, unless otherwise agreed among the Sponsor Holders participating in an Organized Offering or Requested Offering (the “Participating Sponsor Holders”), the Registrable Securities included in each Recommended Offering or Requested Offering, as applicable, shall be allocated among the Participating Sponsor Holders on a pro rata basis based on such Holder’s ownership of Registrable Securities in the Company, or such lesser amount requested by such Holder to be included in such Recommended Offering or Requested Offering, as applicable; provided, that solely with respect to the first Recommended Offering or Requested Offering that occurs prior to the end of the Lock-Up Period, to the extent the NGP Holder has not previously sold Registrable Securities having gross offering proceeds of $350 million in connection with the NGP Priority Offering, the Registrable Securities shall be allocated first, to the NGP Holder until the NGP Holder has sold $350 million of Registrable Securities in the aggregate when combined with the amount of Registrable Securities sold in the NGP Priority Offering and second, among the Participating Sponsors pro rata as described above.

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(f)    Participation Term. This subsection 2.2.3 shall be in effect after the Closing Date for an initial term (A) commencing on the earliest to occur of (i) the expiration of the Lock-Up Period or (ii) (x) if the NGP Priority Offering does not occur before Closing, then the date on which the NGP Holder completes the NGP Priority Offering or (y) if the NGP Priority Offering occurs before Closing, then the Closing Date and (B) ending on the later of (i) June 30, 2024 or (ii) the last day of the calendar quarter during which the Lock-Up Period expires, and shall thereafter automatically renew on a calendar quarterly basis until terminated by the Company or any Sponsor Holder by delivery of a written notice of non-renewal to the Company and each Sponsor Holder on the date that is ten (10) days in advance of the end of the then-applicable initial term or renewal term (such initial term and any renewal terms together, the “Participation Term”); provided, however that if any Sponsor Holder reasonably believes that the Company is in breach of its obligations under this subsection 2.2.3, such Sponsor Holder may, by written notice to the Company and each other Sponsor Holder, terminate the Participation Term effective five (5) business days following the delivery of such written notice. If the Company delivers notice of non-renewal of the Participation Term in accordance with this clause (f), this subsection 2.2.3 shall terminate as to each Sponsor Holder at the end of the Participation Term. If a Sponsor Holder delivers notice of non-renewal of the Participation Term in accordance with this clause (f), this subsection 2.2.3 shall terminate solely with respect to such Sponsor Holder at the end of the Participation Term. After receiving a notice of non-renewal by one or more Sponsor Holders, each Sponsor Holder that would otherwise remain subject to this subsection 2.2.3 shall have an opportunity to similarly terminate this subsection 2.2.3 as it relates to itself by providing written notice of non-renewal to the Company and each Sponsor Holder by no later than the end of such Participation Term.

2.3    Withdrawal. An Underwritten Demand Holder shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Shelf Takedown pursuant to Section 2.2 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters of its intention to so withdraw at any time prior to prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal of an amount of Registrable Securities that results in the remaining amount of Registrable Securities included in such Underwritten Shelf Takedown being less than the Minimum Takedown Threshold, the Company may cease all efforts to complete the Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.3.

2.4    Piggyback Underwritten Offering.

2.4.1    Piggyback Rights. If the Company proposes to file an Underwritten Offering Filing for an Underwritten Offering of its own account or for the account of any other stockholders of the Company who have been granted registration rights (a “Piggyback Underwritten Offering”) then the Company shall give written notice of such proposed Piggyback Underwritten Offering to all of the Holders of Registrable Securities (other than any Holder of Registrable Securities who has previously requested in writing that the Company not provide it with notices of Piggyback Underwritten Offerings) as soon as practicable but not less than five (5) business days before the anticipated filing date of Underwritten Offering Filing, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice. Each Holder of Registrable Securities shall then have four (4) business days after the date on which such Holder received

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notice pursuant to this subsection 2.4.1 to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through a Piggyback Underwritten Offering under this subsection 2.4.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The Company shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.4.1 to be included in a Piggyback Underwritten Offering on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof, including via a Member Distribution. The Company shall, at the reasonable request of any Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in such registration statement, or revise such language if deemed reasonably necessary by any such Holder to effect any such Member Distribution.

2.4.2    Reduction of Piggyback Underwritten Offering. If the managing Underwriter or Underwriters in a Piggyback Underwritten Offering, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Underwritten Offering in writing that the dollar amount or number of the Class A Common Stock that the Company desires to sell, taken together with (i) the Class A Common Stock, if any, as to which participation in the Piggyback Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which participation has been requested pursuant to subsection 2.4.1 and (iii) the Class A Common Stock, if any, as to which participation has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(a)    If the Piggyback Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Piggyback Underwritten Offering: (i) first, the Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), (A) the Registrable Securities of Holders exercising their rights to include their Registrable Securities pursuant to subsection 2.4.1 and (B) the Class A Common Stock, if any, as to which participation has been requested pursuant to written contractual piggy-back registration rights of other stockholders (pro rata based on the respective number of Registrable Securities or shares of Class A Common Stock that each Holder or other stockholder of the Company has requested be included in such Piggyback Underwritten Offering and the aggregate number of Registrable Securities and Class A Common Stock that the Holders and other stockholders of the Company have requested be included in such Piggyback Underwritten Offering), which can be sold without exceeding the Maximum Number of Securities;

(b)    If the Piggyback Underwritten Offering is pursuant to a request by Persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Piggyback Underwritten Offering: (i) first, the Class A Common Stock or other equity securities, if any, of such requesting Persons or entities, other than the Holders of Registrable Securities, that can be sold without exceeding the

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Maximum Number of Securities; (ii) second, (A) the Registrable Securities of Holders exercising their rights to include their Registrable Securities pursuant to subsection 2.4.1 and (B) the Class A Common Stock, if any, as to which participation has been requested pursuant to written contractual piggy-back registration rights of other stockholders (pro rata based on the respective number of Registrable Securities or shares of Class A Common Stock that each Holder or other stockholder of the Company has requested be included in such Piggyback Underwritten Offering and the aggregate number of Registrable Securities and Class A Common Stock that the Holders and other stockholders of the Company have requested be included in such Piggyback Underwritten Offering), which can be sold without exceeding the Maximum Number of Securities; and (iii) third, the Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

2.4.3    Piggyback Underwritten Offering Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion of its Registrable Securities included in a Piggyback Underwritten Offering for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of such Holder’s intention to withdraw such Registrable Securities from such Piggyback Underwritten Offering prior to the pricing of such Underwritten Offering or Underwritten Shelf Takedown. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw an Underwritten Offering Filing filed with the Commission in connection with a Piggyback Underwritten Offering at any time prior to the pricing of such Piggyback Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Underwritten Offering prior to its withdrawal under this subsection 2.4.3.

2.4.4    Unlimited Piggyback Underwritten Offerings. For purposes of clarity, any Piggyback Underwritten Offering effected pursuant to this Section 2.4 shall not be counted as an Underwritten Shelf Takedown effected under Section 2.2.

2.4.5    Block Trades; Other Coordinated Offerings.

(a)    Notwithstanding any other provision of this Article II, but subject to subsection 2.2.3 and Section 3.4, at any time and from time to time when an effective shelf registration statement is on file with the Commission, if a Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) consisting of Registrable Securities (x) with a total offering price reasonably expected to exceed $25,000,000 or (y) representing all remaining Registrable Securities held by the Holders or (b) an “at the market” or similar non-marketed, non-underwritten registered offering through a broker, sales agent or distribution agent, whether as agent or principal, which shall not require the delivery of any comfort letters, execution of an underwriting agreement or the conducting of any underwriter due diligence (an “Other Coordinated Offering”), then, provided that such Holder notifies the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, including, (a) in the event of a Block Trade, the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, subject to receipt by the Company, its auditors and legal counsel of representation and documentation by such persons to permit the delivery of such comfort letter and legal opinions and (b) in the event of an Other Coordinated Offering, the provision of any customary “legend removal” legal opinions in accordance with Section 5.3.

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(b)    Prior to the pricing of any Block Trade or Other Coordinated Offering, the Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.5.

(c)    Notwithstanding anything to the contrary in this Agreement, except as provided in subsection 2.2.3, subsection 2.4.1 through subsection 2.4.4 shall not apply to any Block Trade or Other Coordinated Offering.

(d)    The Holder(s) initiating a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

(e)    For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this subsection 2.4.5 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to subsection 2.2.1 hereof.

ARTICLE III
COMPANY PROCEDURES

3.1    General Procedures. Whenever required under Section 2.1 to use commercially reasonable efforts to effect the registration of any Registrable Securities, the Company shall:

3.1.1    as expeditiously as possible, subject to the other provisions of this Agreement, prepare and file a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2    prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3    prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and one legal counsel to such Holders, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the one legal counsel for such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

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3.1.4    prior to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5    use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6    provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7    advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8    at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or one counsel on behalf of such sellers;

3.1.9    promptly notify the Holders in writing at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10    permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11    obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public

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accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12    on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, the broker, placement agents, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.13    in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

3.1.14    make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15    if an Underwritten Offering is expected to yield gross proceeds of at least $50,000,000, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16    otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2    Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3    Requirements for Participation in Underwritten Offerings. No Person may participate in any Underwritten Offering for equity securities of the Company unless such Person (i) agrees to sell such Person’s equity securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4    Suspension of Sales; Adverse Disclosure.

3.4.1    Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended

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Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”).

3.4.2    If the filing, initial effectiveness or continued use of (including in connection with any Underwritten Offering) a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, then the Company may, upon giving prompt written notice to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering), such Registration Statement for the shortest period of time, but in no event more than ninety (90) days, determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout Period”). In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.

3.4.3    The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. Notwithstanding anything to the contrary in this Section 3.4, in no event shall any Blackout Periods and any Suspension Periods continue for more than one hundred and twenty (120) days in the aggregate during any 365-day period.

3.5    Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the Closing Date pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings (the delivery of which will be satisfied by the Company’s filing of such reports on the Commission’s EDGAR system). The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Class A Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions.

ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION

4.1    Indemnification.

4.1.1    The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters

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(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2    In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3    Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4    The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5    If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses,

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claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V
MISCELLANEOUS

5.1    Transfer Restrictions.

5.1.1    Except as permitted by subsections 2.2.3 and 5.1.2, during the Lock-Up Period, each Sponsor Holder, Will Hickey and James Walter, individually and not jointly, agrees with the Company (and only with the Company) that it shall not Transfer any Lock-Up Securities beneficially owned or owned of record by such Holder (including securities held as a custodian); provided, however, that during the Lock-Up Period, the NGP Holder shall be permitted to Transfer Lock-Up Securities pursuant to an NGP Priority Offering if an NGP Priority Offering has not been consummated prior to the Closing; provided, further, that Will Hickey and James Walter shall no longer be subject to the restrictions in this Section 5.1 once the Participation Term commences.

5.1.2    Notwithstanding the provisions set forth in subsection 5.1.1, Transfers of Lock-Up Securities are permitted (i) as a bona fide gift or charitable contribution; (ii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Holder of Lock-Up Securities or any other person with whom such Holder has a relationship by blood, marriage or adoption not more remote than first cousin; (iii) by will or intestate succession upon the death of the Holder; (iv) pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (v) if such Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the Holder (including, but not limited to, any Member Distribution), or (B) to partners, limited liability company members, or stockholders of the Holder, including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (C) by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) pursuant to transactions

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in the event of completion of a liquidation, merger, consolidation, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s security holders having the right to exchange their shares of Common Stock for cash, securities or other property; or (vii) in connection with the grant and maintenance of a bona fide lien, security interest, pledge or other similar encumbrance to a nationally or internationally recognized financial institution with assets of not less than $10 billion in connection with a loan; provided that (A) the Holder shall provide the Company prior written notice informing them of any public filing, report or announcement made by or on behalf of the Holder with respect thereto and (B) any grant and maintenance of a bona fide lien, security interest, pledge or other similar encumbrance under this clause (x) shall not (1) be in violation of the Insider Trading and Regulation FD Policy of the Company or (2) permit an exercise on the Class A Common Stock serving as collateral in the event of default; provided, however, that in the case of clauses (i) through (vii), such Permitted Transferees, to the extent not already party hereto, must enter into a written agreement agreeing to be bound by the restrictions in this Section 5.1.

5.1.3    Each Holder of Lock-Up Securities hereby represents and warrants that it now has and, except as contemplated by this subsection 5.1.3, for the duration of the Lock-Up Period will have good and marketable title to its Lock-Up Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Holder to comply with the foregoing restrictions. Each such Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Lock-Up Securities during the Lock-Up Period.

5.2    Effectiveness. This Agreement shall become effective immediately and automatically upon the Closing and shall thereafter be effective until terminated in accordance with the terms of this Agreement. In the event that the Merger Agreement is terminated prior to the consummation of the transactions contemplated thereby, this Agreement and all the terms hereunder shall also terminate without any further action of the parties hereto, regardless of any other provisions set forth in this Agreement.

5.3    Removal of Legends. The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective registration statement, (ii) (A) a registration statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective registration statement, or (B) six (6) months after Closing, such Holder has held such Registrable Securities for at least six months and is not, and has not been in the preceding three (3) months, an Affiliate of the Company (as defined in Rule 144 under the Securities Act), and such Holder or its Permitted Transferee provides to the Company any other information the Company deems reasonably necessary to deliver to the transfer agent an instruction to so remove such legend, (iii) such Registrable Securities may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (ii)(A), (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable Holder of Registrable securities to effect removal of the legend on such shares pursuant to this Section 5.3 as soon as reasonably practicable after delivery of notice from such holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 5.3.

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5.4    Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Permian Resources Corporation, 300 N. Marienfeld St., Suite 1000, Midland, Texas 79701, Attention: John Charles Bell and Chad MacDonald; Email: john.bell@permianres.com and chad.macdonald@permianres.com, with copies to (which shall not constitute notice) Sean Wheeler, P.C. and Debbie Yee, P.C., Kirkland & Ellis LLP 609 Main Street #4700 Houston, TX 77002; Email: sean.wheeler@kirkland.com and debbie.yee@kirkland.com; and, if to any Holder, to the email and physical addresses set forth on Schedule I, with a copies to (which shall not constitute notice) W. Matthew Strock; Email: mstrock@velaw.com. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective promptly after delivery of such notice as provided in this Section 5.4.

5.5    Assignment; No Third Party Beneficiaries.

5.5.1    This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.5.2    Prior to the expiration of the Lock-Up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee.

5.5.3    This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include transferees of Registrable Securities.

5.5.4    This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.5.

5.5.5    No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.4 and (ii) the written agreement of the assignee by the execution of the joinder agreement attached hereto as Exhibit A, or in a form reasonably satisfactory to the Company to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this Section 5.5 shall be null and void.

5.6    Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. Signatures to this Agreement transmitted by electronic mail in .pdf form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery

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of the paper document bearing the original signatures. No party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.

5.7    Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.8    Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, (i) any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected and (ii) any amendment hereto or waiver hereof that adversely affects a Holder, solely in its capacity as a Holder, in a manner that is materially different from the other Holders, shall require the consent of the Holders of a majority-in-interest of the then-outstanding number of Registrable Securities held by the Holders. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.9    Termination of Prior Agreements. Effective immediately upon this Agreement becoming effective in accordance with Section 5.2, (i) the Company and the 2016 Holders agree that the 2016 Registration Rights Agreement is hereby terminated in all respects and (ii) the Company and the 2022 Holders agree that the 2022 Registration Rights Agreement is hereby terminated in all respects.

5.10    Other Registration Rights. The Company represents and warrants that no Person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company shall not, without the prior written consent of Holders of at least a majority-in-interest of the Registrable Securities under this Agreement at the time in question, enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company for other Holders on a basis other than expressly subordinate to the rights of the Holders of Registrable Securities hereunder.

5.11    Entire Agreement. This Agreement supersedes all other prior oral or written agreements between the Holders, the Company, their respective Affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement (together with the Merger Agreement and any other documents and instruments executed pursuant hereto or thereto) constitutes the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Holder makes any representation, warranty, covenant or undertaking with respect to such matters.

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5.12    Term. This Agreement shall be effective upon the Closing and shall terminate upon the earlier of (a) the tenth anniversary of the Closing Date; (b) with respect to any Sponsor Holder, the date as of which the aggregate beneficial ownership of such Sponsor Holder is less than 5% of such Sponsor Holder’s Registrable Securities in existence as of the Closing Date; and (c) the date as of which the aggregate beneficial ownership of the Holders is less than 5% of the Registrable Securities in existence as of the Closing Date.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:

PERMIAN RESOURCES CORPORATION,
a Delaware corporation

By:/s/ William M. Hickey IIIName:      William M. Hickey III
Title: Co-Chief Executive Officer

[Signature Page to Registration Rights Agreement]

HOLDERS:

ENCAP ENERGY CAPITAL FUND VIII, L.P.,

a Texas limited partnership

By:    EnCap Equity Fund VIII GP, L.P.,

    its general partner

By:    EnCap Investments L.P.,

    its general partner

By:    EnCap Investments GP, L.L.C.,

    its general partner

By:    /s/ Douglas E. Swanson, Jr.______________

Name:    Douglas E. Swanson, Jr.

Title:        Managing Director

[Signature Page to Registration Rights Agreement]

HOLDERS:

BOLD ENERGY HOLDINGS, LLC

a Texas limited liability company

By:    EnCap Energy Capital Fund IX, L.P.,

    its sole member

By:    EnCap Equity Fund IX GP, L.P.,

    its general partner

By:    EnCap Investments L.P.,

    its general partner

By:    EnCap Investments GP, L.L.C.,

    its general partner

By:     /s/ Douglas E. Swanson, Jr.________________

Name: Douglas E. Swanson, Jr.

Title: Managing Director

[Signature Page to Registration Rights Agreement]

HOLDERS:

ENCAP ENERGY CAPITAL FUND XI, L.P.,

a Texas limited partnership

By:    EnCap Equity Fund XI GP, L.P.,

    its general partner

By:    EnCap Equity Fund IX GP, LLC,

    its general partner

By:    EnCap Investments L.P.,

    its sole member

By:    EnCap Investments GP, L.L.C.,

    its general partner

By:     /s/ Douglas E. Swanson, Jr.________________

Name: Douglas E. Swanson, Jr.

Title: Managing Director

[Signature Page to Registration Rights Agreement]

Schedule I

Holders

Schedule I

Exhibit A

FORM OF JOINDER AGREEMENT

This Joinder Agreement (the “Joinder Agreement”), dated as of _______________, 20__ (the “Effective Date”) is executed by and between Permian Resources Corporation, a Delaware corporation (the “Company”), and _______________ (the “Additional Holder”) in connection with that certain Registration Rights Agreement, dated as of August 21, 2023 (the “Agreement”), by and among the Company, the parties listed on the signature pages thereto and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.

By the execution of this Joinder Agreement, the Additional Holder agrees as follows:

1.    The Additional Holder is the holder of the number of Units set forth below its name on the signature page hereto, which Units were received in connection with the consummation of the OpCo Merger.

2.    The Additional Holder shall be considered a “Holder” for purposes of the Agreement, except for Section 5.1 thereto, and the Units of Permian OpCo set forth below the Additional Holder’s name on the signature page hereto (including, for the avoidance of doubt, any shares of Class A Common Stock issuable upon redemption of such Units) shall constitute “Registrable Securities” for the purposes of the Agreement, for so long as, and to the extent that, the Additional Holder and such Units (or Class A Common Stock, as applicable) otherwise meet the applicable definitions thereof pursuant to the Agreement.

3.    Notwithstanding anything in the Agreement or this Joinder Agreement to the contrary, the Additional Holder shall not be entitled to exercise any of the rights applicable to Holders that are set forth in Section 2.2, 2.3 or 2.4 of the Agreement.

4.    As of the Effective Date, the Additional Holder hereby joins in, and agrees to be bound by and subject to, the terms set forth in the Agreement applicable to Holders, except for Section 5.1 thereto.

5.    Any notice required or permitted by the Agreement shall be given to the Additional Holder at the address listed below its name on the signature page hereto.

[Remainder of Page Left Intentionally Blank]

    EXECUTED AND DATED as of the Effective Date.

HOLDER

By: ________________________________

Name:    

Title:    

Number of Units: _____________________

Address:

____________________________

____________________________

____________________________

ACKNOWLEDGED AND AGREED:

PERMIAN RESOURCES CORPORATION

By: ________________________________

Name:    

Title:    

Signature Page to Joinder Agreement

EX-10.8

Exhibit 10.8

EnCap Investments L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

August 21, 2023

Earthstone Energy, Inc.
1400 Woodloch Forest Drive, Suite 300

The Woodlands, TX 77380

Attention: Robert J. Anderson

Re:    Project Basketball

Ladies and Gentlemen:

Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation (“Permian”), Permian Resources Operating, LLC, a Delaware limited liability company, Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian, and Smits Merger Sub II LLC, a Delaware limited liability company and direct wholly owned subsidiary of Permian (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), and (ii) that certain Voting and Support Agreement, dated as of the date hereof, by and among Earthstone, Permian, EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (“EnCap Fund VIII”), Bold Energy Holdings, LLC, a Texas limited liability company (“Bold Energy”), EnCap Energy Capital Fund XI, L.P., a Texas limited partnership (“EnCap Fund XI,” and together with EnCap Fund VIII and Bold Energy, collectively, the “EnCap Funds”), and the other parties thereto (as may be amended, restated, supplemented or otherwise modified from time to time, the “Support Agreement,” and together with the Merger Agreement, the “Transaction Agreements”).

In connection with the transactions contemplated by the Transaction Agreements and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the EnCap Funds and Earthstone hereby agrees as follows:

1.    Trustee Appointment.

(a)    Prior to the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), the EnCap Funds agree to appoint a trustee (the “Trustee”) to exercise any voting rights attached to the shares of Class A common stock of Permian and shares of Class C Common stock of Permian (collectively, the “Permian Shares”) to be received by the EnCap Funds in connection with the consummation of the Merger.  The EnCap Funds shall take reasonable steps to ensure that the Trustee is independent of the EnCap Funds and Earthstone.

(b)    The EnCap Funds shall (i) grant to the Trustee the sole right to exercise any voting rights attached to the Permian Shares and (ii) direct the Trustee to vote the Permian Shares in an amount and in a manner proportional to the vote of all other Permian shareholders

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entitled to vote on a particular matter; provided, however, EnCap shall not be required to give the Trustee the power and authority to sell the Permian Shares.

2.    Board Designation. The EnCap Funds hereby expressly acknowledge and agree that the EnCap Funds will not request that a representative of the EnCap Funds be designated as a member of the board of directors of Permian upon consummation of the transactions contemplated by the Merger Agreement.

3.    Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles of such state.

4.    Assignments. This letter agreement is solely for the benefit of the parties hereto and shall not be assignable by any party without the prior written consent of the other parties.

5.    Counterparts. This letter agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement. Delivery of an executed signature page of this letter agreement by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this letter agreement.

6.    Binding Effect. This letter agreement shall be binding upon, and will inure to the benefit of, the parties and their respective successors and permitted assigns.

7.    Further Assurances. The parties hereto agree to take all such further actions and execute, acknowledge and deliver all such further documents, instruments or agreements as may be reasonably necessary to further effectuate the transactions contemplated by this letter agreement.

8.    Amendments. This letter agreement may be amended and the observance of any provision may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the mutual written consent of the parties hereto.

9.    Severability. In case any one or more of the provisions contained in this letter agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, to the fullest extent permitted by applicable law, the validity, legality and enforceability of the remaining provisions contained herein and other application thereof shall not in any way be affected or impaired thereby.

*    *    *    *

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If you are in agreement with the above, please countersign the enclosed copy of this letter agreement and return it to us.

Very truly yours,

ENCAP FUNDS:

ENCAP ENERGY CAPITAL FUND VIII, L.P.,

a Texas limited partnership

By:    EnCap Equity Fund VIII GP, L.P.,

    its general partner

By:    EnCap Investments L.P.,

    its general partner

By:    EnCap Investments GP, L.L.C.,

    its general partner

By:    /s/ Douglas E. Swanson, Jr.______________

Name:    Douglas E. Swanson, Jr.

Title:        Managing Director

BOLD ENERGY HOLDINGS, LLC

a Texas limited liability company

By:    EnCap Energy Capital Fund IX, L.P.,

    its sole member

By:    EnCap Equity Fund IX GP, L.P.,

    its general partner

By:    EnCap Investments L.P.,

    its general partner

By:    EnCap Investments GP, L.L.C.,

    its general partner

By:     /s/ Douglas E. Swanson, Jr.

Name: Douglas E. Swanson, Jr.

Title: Managing Director

Signature Page to Side Letter

ENCAP ENERGY CAPITAL FUND XI, L.P.,

a Texas limited partnership

By:    EnCap Equity Fund XI GP, L.P.,

    its general partner

By:    EnCap Equity Fund IX GP, LLC,

    its general partner

By:    EnCap Investments L.P.,

    its sole member

By:    EnCap Investments GP, L.L.C.,

    its general partner

By:     /s/ Douglas E. Swanson, Jr.________________

Name: Douglas E. Swanson, Jr.

Title: Managing Director

Signature Page to Side Letter

Acknowledged and Agreed as of the
date first above written.

EARTHSTONE ENERGY, INC.

By:    /s/ Robert J. Anderson                    

Name: Robert J. Anderson

Title: President and Chief Executive Officer

Signature Page to Side Letter

EX-99.1

A Premier Delaware Basin Independent AUG UST 2 1 , 20 23 Exhibit 99.1

Important Information 2 No Offer or Solicitation This communication relates to a proposed business combination transaction (the “Transaction”) between Earthstone and Permian. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Important Additional Information In connection with the Transaction, Permian will file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, that will include a joint proxy statement of Earthstone and Permian and a prospectus of Permian. The Transaction will be submitted to Earthstone’s stockholders and Permian’s stockholders for their consideration. Earthstone and Permian may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus will be sent to the stockholders of Permian and Earthstone. This document is not a substitute for the registration statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents that Permian or Earthstone may file with the SEC or send to stockholders of Permian or Earthstone in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF EARTHSTONE AND PERMIAN ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by Permian or Earthstone through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Earthstone will be made available free of charge on Earthstone’s website at https://www.earthstoneenergy.com, under the “Investors” tab, or by directing a request to Investor Relations, Earthstone Energy, Inc., 1400 Woodloch Forest Drive, Suite 300, The Woodlands, TX 77380, Tel. No. (281) 298-4246. Copies of documents filed with the SEC by Permian will be made available free of charge on Permian’s website at https://www.permianres.com under the “Investor Relations” tab or by directing a request to Investor Relations, Permian Resources Corporation, 300 N. Marienfeld St., Ste. 1000, Midland, TX 79701, Tel. No. (432) 695-4222. Participants in the Solicitation Permian, Earthstone and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Transaction. Information regarding Earthstone’s directors and executive officers is contained in the proxy statement for Earthstone’s 2023 Annual Meeting of Stockholders filed with the SEC on April 27, 2023, and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at http://www.sec.gov or by accessing Earthstone’s website at https://www.earthstoneenergy.com. Information regarding Permian’s executive officers and directors is contained in the proxy statement for the Permian’s 2023 Annual Meeting of Stockholders filed with the SEC on April 11, 2023 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing the Permian’s website at https://www.permianres.com. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the joint proxy statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above. Forward-Looking Statements and Cautionary Statements The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Permian or Earthstone expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Permian may not approve the issuance of new shares of common stock in the Transaction or that stockholders of Earthstone may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of Permian’s common stock or Earthstone’s common stock, the risk that the Transaction and its announcement could have an adverse effect on the ability of Permian and Earthstone to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Permian’s or Earthstone’s control, including those detailed in Permian’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at https://www.permianres.com and on the SEC’s website at http://www.sec.gov, and those detailed in Earthstone’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Earthstone’s website at https://www.earthstoneenergy.com and on the SEC’s website at http://www.sec.gov. All forward-looking statements are based on assumptions that Permian or Earthstone believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Permian and Earthstone undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, such as free cash flow, adjusted free cash flow, and net debt-to-LQA EBITDAX (or “leverage”). Please refer to the Appendix for a reconciliation of free cash flow and adjusted free cash flow to net cash provided by operating activities, the most comparable GAAP measure. We believe free cash flow and adjusted free cash flow are useful indicators of the Company’s ability to internally fund its exploration and development activities and to service or incur additional debt, without regard to the timing of settlement of either operating assets and liabilities or accounts payable related to capital expenditures. The Company believes that these measures, as so adjusted, present meaningful indicators of the Company’s actual sources and uses of capital associated with its operations conducted during the applicable period. Our computations of free cash flow and adjusted free cash flow may not be comparable to other similarly titled measures of other companies. Free cash flow and adjusted free cash flow should not be considered as alternatives to, or more meaningful than, cash provided by operating activities as determined in accordance with GAAP or as indicator of our operating performance or liquidity. Additionally, the Company does not provide guidance on the items used to reconcile between forecasted net debt-to-LQA EBITDAX to forecasted long-term debt, net, or forecasted net income due to the uncertainty regarding timing and estimates of certain items. Therefore, we cannot reconcile forecasted leverage to long-term debt, net, or net income without unreasonable effort.

Complementary Core Northern Delaware Positions Adds significant core inventory that immediately competes for capital Enhances Position as Premier Delaware Basin Independent Combined business has >400,000 Permian net acres and ~300 MBoe/d1 Transaction Highlights New Mexico Texas P P (1) Pro forma net acres and net production. Reflects PR Q2 2023 net production with the midpoint of Earthstone’s Q4 2023 guidance which includes the Novo acquisition that closed on August 15, 2023. (2) PR plans to increase its quarterly base dividend by 20% to $0.06 per share beginning with its first quarter 2024 dividend. (3) Net debt-to-LQA EBITDAX, also referred to as “leverage" in this presentation, is a non-GAAP financial measure. (4) Reflects average annual accretion and includes expected synergies. Upton Reagan Irion Sterling Glasscock Midland Martin Howard Mitchell Midland Basin Eddy Lea Culberson Reeves Pecos Ward WinklerLoving Permian Resources Earthstone Near and Long-Term Accretion on All Relevant Metrics Highly accretive to CFPS, FCFPS, NAV and return of capital Accelerates Return of Capital Program Enhances free cash flow generation and supports a 20% increase in base dividend2 Strong Pro Forma Balance Sheet All-stock transaction strengthens credit profile, expected leverage of <1.0x3 at closing Creates Value through Synergies and Economies of Scale Targeting ~$175 MM of annual synergies with potential to drive additional synergies >30% >25% >25% 2 Years 5 Years 10 Years Expected Free Cash Flow per Share Accretion4 P P P P Delaware Basin 3

4 Transaction Overview • Transaction Value: ~$4.5 Bn2 • All stock consideration: 1.446 shares of Permian Resources per share of Earthstone – Represents an ~8% premium to the exchange ratio based on 20-day VWAP as of August 18, 2023 • Pro forma combined enterprise value of $14 Bn and market capitalization of $10 Bn2 • Pro forma ownership of 73% Permian Resources and 27% Earthstone3 • Headquarters to remain in Midland, with Permian Resources’ executive management team leading the combined company • Upon closing, the Permian Resources Board of Directors will be expanded to consist of eleven directors, including the addition of two representatives from Earthstone Transaction Summary • Unanimously approved by the Permian Resources and Earthstone Boards of Directors • Subject to approval by both Earthstone and Permian Resources shareholders • Shareholders representing 49% of PR shares and 48% of ESTE shares entering into Voting Support Agreement • Transaction is expected to close before year-end, subject to customary closing conditions and regulatory approvals Approvals & Timing (1) Reflects the midpoint of Earthstone’s Q4 2023 guidance which includes the Novo acquisition that closed on August 15, 2023. (2) Assumes an Earthstone equity value of $2.7 Bn as of 8/18/2023 and the assumption of $1.8 Bn in net indebtedness as of 6/30/2023 pro forma for the acquisition of Novo. (3) Based on fully diluted shares outstanding. • ~223,000 Permian net acres – ~56,000 net acres in the Delaware Basin – ~167,000 net acres in the Midland Basin • Total net production of ~133 MBoe/d (~41% oil)1 Acquisition Overview

5 Earthstone Acquisition Meets and Exceeds All Investment Criteria • Purchased at near PDP value, while adding high-quality inventory • Attractive valuation relative to recent private transactions and public Permian multiples Disciplined acquisition strategy Accretive to key metrics Add high-quality inventory Drive shareholder value P • Accretive to all key metrics before synergies, including: – Cash flow per share – Free cash flow per share – NAV per share • Annual estimated synergies of ~$175 MM • Incremental free cash flow and 20% increase to base dividend ($0.06/share) accelerates returns to shareholders1 P P P • Adds significant core inventory in the Northern Delaware Basin, which immediately competes for capital • Provides platform for further acreage additions through grassroots leasing and acreage trades Protect the balance sheet • All stock transaction enhances credit profile • Expected leverage at closing of <1.0x • Pro forma company has >$1.0 Bn of liquidity P (1) PR plans to increase its quarterly base dividend by 20% to $0.06 per share beginning with its first quarter 2024 dividend.

Disciplined Acquisition Strategy Has Led to Enhanced Shareholder Value 6 Grassroots / Bolt-On Acquisitions (<$200 MM) • Successfully executing on the ground game and envision continued opportunity • Significant opportunity to optimize ESTE’s existing position through acreage swaps and trades Recent Private Acquisitions ($500 MM – $5 Bn) • Recent private company deals have transacted at valuations higher than PR’s criteria • PR is focused on long-term accretion, inventory quality and all-in return • Material near and long-term accretion to all key financial metrics • Significant core Northern Delaware inventory that immediately competes for capital • Accelerates scale benefits such as lower cost structure, reduced cost of capital and higher multiple Strategic Landscape (Last Twelve Months) Near-term Accretion Long-term Accretion Expected Return (IRR) Scale Inventory Quality Commentary P P P P P P P O P P P During the past twelve months, Permian Resources has evaluated ~70 transactions, totaling >$20 Bn in value. The Earthstone acquisition checks all the boxes of our disciplined acquisition strategy and is expected to drive significant value for shareholders.

0 5 10 15 20 25 1 2 3 4 5 6 7 8 9 10 11 12 N o rm a liz e d O il p e r W e ll (M B o / 1 ,0 0 0 ’) Months Earthstone’s well productivity is ~5% higher than the Delaware Basin average 7 Earthstone – High Quality Northern Delaware E&P Undervalued by the Market  ESTE’s market valuation does not fully reflect the high-quality Northern Delaware Basin inventory and its strong go-forward plan  Provides compelling opportunity to add high-quality assets with top tier inventory at a compelling valuation  ESTE’s Northern Delaware Basin position characterized by high-quality, stacked pay reservoirs with undeveloped fairways, delivering historical well results above the Delaware Basin average Earthstone – Northern Delaware Normalized Oil Production3 ESTE Northern Delaware Wells Placed on Production from Q1’21 – Q2’23 Proved Developed PV-10 vs. TEV2 ($Bn) Undervalued vs. Peers Below PD PV-10 Value EV / 2024E EBITDAX1 2.9x 3.3x 3.4x 4.0x 4.3x 5.0x 5.5x (1) Based on market data and publicly disclosed information as of August 18, 2023. Earthstone is unadjusted for Permian Resources’ offer. (2) Based on ESTE’s management estimate of its total proved developed reserve volumes and values as of 5/1/23 utilizing NYMEX strip prices as of 5/24/23, plus Cawley, Gillespie and Associates’ estimates of Novo total proved developed reserve volumes and values as of 5/1/23 utilizing NYMEX strip pricing as of 5/24/23, discounting cash flows at a rate of 10%. Earthstone’s TEV is adjusted for Permian Resources’ offer. (3) Source: Enverus. Earthstone includes all Delaware Basin wells from 2021 through 2023; excludes Novo acquisition. Delaware Basin average includes all Delaware Basin wells placed online from 2021 through Q2 2023. Earthstone’s Core Northern Delaware Position Immediately Competes for Capital 1 2 3 1 2 3 Earthstone Average Delaware Basin Average $4.2 $4.6 $4.5 ESTE PD PV-10 ESTE Enterprise Value Market TEV Transaction Value

Eddy Lea West Eddy Hat Mesa East Lea Novo Significant Proven Delaware Basin Value with Material Upside Expanded Core Northern Delaware Position with Upside 8 Hat Mesa • Primary: 1st, 2nd and 3rd Bone Spring inventory immediately competes for capital • Upside: 2nd Bone Spring Carb, 3rd Bone Spring Carb, Harkey Sand, Wolfcamp XY and Penn Shale ESTE Acreage PR Acreage PF Rigs Stateline East Lea • Primary: Strong performance from 2nd Bone Spring with material inventory left to develop • Upside: 1st Bone Spring, 3rd Bone Spring, Deeper Wolfcamp Targets Stateline • Primary: Developing 1st, 2nd and 3rd Bone Spring, Wolfcamp A and Wolfcamp B in some of the most prolific geology in the Delaware Basin • Upside: Deep Wolfcamp and Penn Shale West Eddy • Primary: Wolfcamp A / XY is well proven with strong returns and high net revenue interest (NRI) • Upside: Multiple attractive targets across 2nd and 3rd Bone Spring Sands and the Wolfcamp B Novo • Primary: Strong results to-date across 1st, 2nd and 3rd Bone Spring, Wolfcamp A and Wolfcamp B • Upside: Strong tests and potential across Brushy Canyon, Avalon, Harkey Sand and Penn Shale

9 Substantial Synergies Across Combined Platform • Combined team will be led by PR’s executive management team, but will include key contributors from all parties • Identified tangible savings through enhanced production operations, personnel and contract services optimization and reduced midstream costs • Go-forward D&C savings driven by PR’s peer-leading costs • Permian Resources delivering >10% lower Delaware costs per lateral foot ~$30 Million ~$115 Million Begins in 2024 Begins in 2024 Begins at closing • Accelerates progress toward investment grade credit profile • Potential to refinance Earthstone notes once callable Commentary Annual ValueTiming ~$30 MillionBegins at closing General & Administrative LOE + GP&T DC&F Category Scale & Development Optimization Cost of Capital Synergies Timing / ValuePrimary Synergies Additional Synergies Total Estimated Annual Synergies of ~$175 Million • Economies of scale will further improve cost structure over time • Ability to high-grade pro forma capital allocation across broader asset base in the Northern Delaware Basin • Earthstone’s asset base will provide Permian Resources further opportunities to leverage its best-in-class ground game to drive value via grassroots acquisitions / leasing, swaps and trades

~1,470 ~1,700 LTM Average Completed ft/day $1.27 $1.17 Q2’23 Cash G&A ($/BOE) ~740 ~1,120 LTM Average Drilled ft/day Leveraging Delaware Scale and Optimized Operations to Drive Synergies General & Administrative3Lease Operating Expense2Drilling Efficiencies1 (1) Efficiency metrics reflect last twelve-month actuals for Delaware Basin wells. (2) LOE reflects Q2’23 for the Delaware and excludes GP&T expense. (3) Cash G&A metric reflects Q2’23 actuals. Completions Efficiencies1 +16% +51% ~$8.75 $5.50 Q2’23 Delaware LOE ($/BOE) Identified ~$30 MM of cash G&A synergies, or ~50% of Earthstone’s current total cash G&A 10 Identified actionable Delaware projects to add meaningful value through reduced LOE PR is currently drilling and completing wells faster in the Delaware Basin with lower costs, resulting in improved capital efficiency Prioritizing Low-Cost Operations across a Broader Portfolio for Total Expected Operational, G&A and Financial Synergies of ~$175 Million Annually (37%) (8%)

11 Strong Balance Sheet with Enhanced Credit Profile (1) Source: FactSet data as of August 18, 2023. (2) Yield to worst for investment grade peers including Ovintiv, Marathon, Diamondback, and Coterra as of August 18, 2023. (3) Reflects the aggregate principal amount and is not adjusted for unamortized debt issuance costs and discounts. (4) Net debt-to-LQA EBITDAX, also referred to as “leverage" in this presentation, is a non-GAAP financial measure. Overview  Maintains a strong pro forma balance sheet with significant financial flexibility  Larger cash flow base, low leverage and no maturities until 2026 – Secured a $500 MM commitment to increase aggregate lender commitments under the credit facility to $2.0 Bn  Increased scale accelerates lower cost of capital and path to investment grade  Intend to opportunistically term out RBL indebtedness  Strong pro forma hedge position to support continued debt reduction $356 $550 $589 $906 $170 $700 $500 2023 2024 2025 2026 2027 2028 2029 2030 2031 Earthstone Permian Resources Senior Unsecured Debt Maturity Profile ($mm)3 0% 5% 10% Average Senior Unsecured Note Yield to Worst1 Investment Grade2 ~150 bps YTW spread One step away from IG peers Potential improvement in combined business No near-term maturities Leverage at Closing4 Long-Term Leverage Target PF Liquidity at Closing <1.0x 0.5 - 1.0x >$1 Bn PF

12 Framework for 2024 Capital Allocation Operational Overview  Combined company operating 11 rigs, primarily focused on Delaware Basin  Plan to continue Earthstone’s plan of having 1 of the 2 rigs currently in the Midland Basin shift to the Delaware Basin Preliminary 2024 Plan  ~90% of capital allocated towards high rate-of-return projects in the Delaware Basin – Predominantly focused on Lea, Eddy, Reeves and Ward Counties – Delaware Basin activity to be slightly more weighted towards NM versus TX  ~10% of capital allocated to Midland Basin – Intend to harvest significant free cash flow while preserving options to maximize value – Expect to operate ~1 rig, concentrated on oily acreage in Midland and Reagan Counties Other  No change to re-investment strategy, focused on maximizing free cash flow in near to mid term  Higher pro forma capital allocation to oilier-weighted assets expected to increase oil cut  PR expects to maintain well productivity relative to FY 2023  No change to current return of capital framework – Remain committed to distributing ≥50% of FCF after the base dividend through variable dividends and share repurchases  Anticipate providing detailed FY’24 guidance early next year during normal budgeting cycle Key Priorities Increase Shareholder Value Increase Near-Term FCF Enhance Capital Efficiency Maximize Shareholder Returns Protect the Balance Sheet

-- 100 200 300 400 500 600 700 800 PXD OXY EOG FANG DVN CTRA APA OVV MTDR CPE VTLE SM MRO 13 Business Combination Magnifies Operating Scale PR ESTE Pro Forma PR Enterprise Value ($Bn) (2) $9.5 $4.5 $14.0 Total Production (MBoe/d) 166 133(1) ~300 Oil Mix (%) 51% 41% 46% Permian Net Acreage (000s) 180 223 403 (1) (4) Source: Enverus. (5) APA does not disclose Permian net acres. ✓ Lower Cost Structure ✓ Lower Cost of Capital ✓ Potential Higher Multiple Benefits of Scale: Permian Net Acres3 (M) 856 1,400 395 508 400 403 307 NA5 179 180 223 148 145 198 110 150 Permian Rigs4 25 24 17 15 15 11 5 4 3 6 5 6 5 2 2 2 Creating One of the Largest Producers in the Permian Basin Current Permian Basin Production (MBoe/d) – Q2 2023 PF (1) Reflects the midpoint of Earthstone’s Q4 2023 guidance which includes the Novo acquisition that closed on August 15, 2023. (2) Enterprise value is based on market data as of August 18, 2023 and reflects Permian Resources’ offer for Earthstone. (3) Source: Company disclosures.

14 Compelling Value Proposition Continues with Premier Assets & Increased Scale 3.7x 4.3x 5.5x 6.0x 12.8x MTDR FANG PXD S&P 500 EV / 2024E EBITDAX1 (1) Market data as of August 18, 2023. Assumes an Earthstone equity value of $2.7 Bn as of 8/18/2023 and the assumption of $1.8 Bn in net indebtedness as of 6/30/2023 pro forma for the acquisition of Novo. ✓ Premier asset quality and inventory depth ✓ Significant operational & financial scale ✓ Disciplined, differentiated growth ✓ Sustainable free cash flow generation ✓ Accelerated, robust shareholder return program ✓ Strong balance sheet and financial flexibility ✓ Commitment to ESG & sustainability Potential for Multiple Expansion vs. Permian Pure-Play Peers PF

Appendix

Continuing The Plan For Organized, Thoughtful Sponsor Ownership 16 Average Daily Trading Value ($ MM) Similar Sponsor Ownership % Increased Liquidity & Trading Volume High-Quality Sponsors Significant CEO Ownership Sponsor Ownership (%)1 % of Total Equity Owned by CEO3,4Pro Forma Ownership Structure1,2 44% 45% Current PR Pro Forma $75 $96 Current PR Pro Forma Public ~48% Management ~7% Post Oak ~3% Riverstone ~8% Encap ~11% Pearl ~12% NGP ~13% 0.7% 4.3% Peer Average Pro Forma (1) Based on basic total shares outstanding. Aggregate ownership does not foot due to rounding. (2) Management ownership represents directors and management of Permian Resources. (3) Peer group includes CPE, DVN, FANG, EOG, MGY, MTDR, OVV, PXD and SM. (4) Sources: S&P Global, company filings and PR data as of August 18, 2023. Pro Forma Ownership • Transaction provides for increased liquidity and trading volume - Pro forma public float increases ~38% to ~$4.7 Bn • Maintains similar sponsor ownership levels - Sponsor ownership remains at ~45% of total shares outstanding1 Future Sponsor Ownership • PR and its largest shareholders remain committed to ensuring an orderly and thoughtful path for liquidity to sponsors as desired over time • In March 2023, PR executed successful secondary offering on behalf of NGP and Riverstone, simultaneously with a share repurchase - Provides roadmap to the market that allows for gradual rotation of shareholders without inhibiting future trading performance • PR expects to replicate the success of the March effort for future sponsor sell-downs

17 Continued Execution on Capital Return Strategy Total Return of Capital Q2’23 ($’s in millions, except per share data) Adj. Free Cash Flow1,2 $80 Base Dividend ($ / Share) $0.05 Shares Outstanding3 566 Base Dividend $28 Adj. FCF less Base Dividend1 $51 Payout Ratio 50% Target Variable Return of Capital $26 Less Q2’23 Share Repurchases $– Variable Cash Dividend4 $28 Variable Cash Dividend ($ / Share) $0.05 Total Cash Dividends $57 Total Cash Dividends ($ / Share) $0.10 $0.20 $0.30 $0.05 $0.05 $0.05 $0.10 $0.25 $0.35 Q3'22 Q4'22 Q1'23 Q2'23 Cash Dividend Share Repurchases Cumulative Total Return of Capital5 ($ / share) P P BASE DIVIDEND • Base dividend paid quarterly at $0.05 / share • Commitment to sustainable base dividend growth VARIABLE DIVIDEND • Variable dividend of $0.05 / share, based on Q2’23 adj. free cash flow1 Permian Resources has returned ~$200 MM to shareholders through dividends and buybacks over the past four quarters Q2’23 Return of Capital: Note: Return of capital figures may not sum due to rounding (1) Adjusted free cash flow is a non-GAAP financial measure and excludes $4.4mm of merger and integration expense in Q2’23; a reconciliation of adjusted free cash flow included in the Appendix (2) Utilizes cash capital expenditures paid during the period; please see the Appendix for more information regarding adjusted free cash flow using cash versus accrued total capital expenditures (3) Represents shares of Class A and Class C common stock outstanding as of July 31, 2023 (4) Variable Cash Dividend based on actual $0.050 per share declared amount, rounded from implied cash variable return of $0.045 per share (5) Total Return of Capital consists of variable dividend, base dividend and share repurchases Permian Resources is committed to distributing ≥50% of its quarterly FCF after the base dividend through variable dividends and share repurchases

Combined Company is Well Positioned for Additional Index Inclusion (1) Market data as of August 18, 2023. (2) S&P Index constituent data from FactSet as of August 18, 2023, Russell Index constituent data per FTSE Russell as of August 18, 2023. 18 Total Market Capitalization1 ($Bn) $159 $76 $57 $56 $48 $34 $27 $23 $16 $14 $13 $10 $8 $7 $7 $7 $7 $5 $5 $4 $4 $4 $4 $3 $3 $2 $2 $2 $2 $2 COP EOG OXY PXD HES DVN FANG CTRA MRO APA OVV CIVI MTDR MUR CHRD MGY SM CPG CRC NOG ERF KOS CPE CRGY TALO GPOR HPK S&P 500 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ S&P MidCap 400 ✓ ✓ ✓ ✓ S&P SmallCap 600 ✓ ✓ ✓ ✓ ✓ ✓ Russell 1000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Russell 2000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Index Inclusion2 ✓ Increased Visibility ✓ Enhanced Credibility ✓ Increased Liquidity and Trading Volumes ✓ Passive Investment Inflows ✓ Positive Price Impact Potential Benefits to Increased Index Exposure: PF

19 Pro Forma Hedge Book Overview1 (1) As of August 16, 2023. Hedge Position Detail Bal. 2023 FY 2024 FY 2025 Q3 Q4 2023 Q1 Q2 Q3 Q4 2024 Q1 Q2 Q3 Q4 2025 WTI Fixed Price Swaps Total Volume (Bbl) 2,240,000 2,401,200 4,641,200 2,011,100 1,974,500 1,978,000 1,978,000 7,941,600 450,000 455,000 460,000 460,000 1,825,000 Daily Volume (Bbl/d) 24,348 26,100 25,224 22,100 21,698 21,500 21,500 21,698 5,000 5,000 5,000 5,000 5,000 Weighted Average Price ($ / Bbl) $83.01 $80.57 $81.74 $76.76 $75.79 $74.77 $73.84 $75.30 $69.56 $68.49 $67.46 $66.54 $68.00 WTI Collars Total Volume (Bbl) 1,642,400 1,766,400 3,408,800 182,000 182,000 184,000 184,000 732,000 -- -- -- -- -- Daily Volume (Bbl/d) 17,852 19,200 18,526 2,000 2,000 2,000 2,000 2,000 -- -- -- -- -- Weighted Average Ceiling ($ / Bbl) $88.47 $87.71 $88.07 $76.01 $76.01 $76.01 $76.01 $76.01 -- -- -- -- -- Weighted Average Floor ($ / Bbl) $68.21 $67.63 $67.91 $60.00 $60.00 $60.00 $60.00 $60.00 -- -- -- -- -- WTI Deferred Premium Puts Total Volume (Bbl) 395,600 395,600 791,200 227,500 227,500 230,000 230,000 915,000 -- -- -- -- -- Daily Volume (Bbl/d) 4,300 4,300 4,300 2,500 2,500 2,500 2,500 2,500 -- -- -- -- -- Weighted Average Price ($ / Bbl) $70.00 $70.00 $70.00 $65.00 $65.00 $65.00 $65.00 $65.00 -- -- -- -- -- Weighted Average Price Net of Premium ($ / Bbl) $64.54 $64.54 $64.54 $60.04 $60.04 $60.04 $60.04 $60.04 -- -- -- -- -- Mid-Cush Basis Swaps Total Volume (Bbl) 3,371,000 3,371,002 6,742,002 1,092,000 1,092,000 1,104,000 1,104,000 4,392,000 450,000 455,000 460,000 460,000 1,825,000 Daily Volume (Bbl/d) 36,641 36,641 36,641 12,000 12,000 12,000 12,000 12,000 5,000 5,000 5,000 5,000 5,000 Weighted Average Price ($ / Bbl) $0.83 $0.83 $0.83 $0.66 $0.66 $0.66 $0.66 $0.66 $0.95 $0.95 $0.95 $0.95 $0.95 WTI Roll Fixed Price Swaps Total Volume (Bbl) 1,656,000 1,656,000 3,312,000 1,092,000 1,092,000 1,104,000 1,104,000 4,392,000 180,000 182,000 184,000 184,000 730,000 Daily Volume (Bbl/d) 18,000 18,000 18,000 12,000 12,000 12,000 12,000 12,000 2,000 2,000 2,000 2,000 2,000 Weighted Average Price ($ / Bbl) $1.16 $1.16 $1.16 $0.68 $0.67 $0.66 $0.66 $0.67 $0.37 $0.37 $0.37 $0.37 $0.37 Henry Hub Fixed Price Swaps Total Volume (MMBtu) 2,636,925 2,563,628 5,200,553 4,104,919 446,321 429,388 413,899 5,394,527 -- -- -- -- -- Daily Volume (MMBtu/d) 28,662 27,866 28,264 45,109 4,905 4,667 4,499 14,739 -- -- -- -- -- Weighted Average Price ($ / MMBtu) $4.11 $4.21 $4.16 $3.77 $3.93 $4.01 $4.32 $3.84 -- -- -- -- -- Henry Hub Collars Total Volume (MMBtu) 12,771,475 13,726,772 26,498,247 6,815,081 5,013,679 5,090,612 5,106,101 22,025,473 -- -- -- -- -- Daily Volume (MMBtu/d) 138,820 149,204 144,012 74,891 55,095 55,333 55,501 60,179 -- -- -- -- -- Weighted Average Ceiling ($ / MMBtu) $6.56 $6.51 $6.54 $6.81 $5.04 $5.06 $5.29 $5.65 -- -- -- -- -- Weighted Average Floor ($ / MMBtu) $3.45 $3.32 $3.38 $2.93 $2.68 $2.68 $2.75 $2.78 -- -- -- -- -- Waha Differential Basis Swaps Total Volume (MMBtu) 19,090,000 19,090,000 38,180,000 12,740,000 10,920,000 11,040,000 11,040,000 45,740,000 3,600,000 3,640,000 3,680,000 3,680,000 14,600,000 Daily Volume (MMBtu/d) 207,500 207,500 207,500 140,000 120,000 120,000 120,000 124,973 40,000 40,000 40,000 40,000 40,000 Weighted Average Price ($ / MMBtu) ($1.55) ($1.55) ($1.55) ($0.90) ($0.99) ($0.99) ($0.98) ($0.96) ($0.74) ($0.74) ($0.74) ($0.74) ($0.74) HSC Differential Basis Swaps Total Volume (MMBtu) 1,840,000 1,840,000 3,680,000 3,640,000 -- -- -- 3,640,000 -- -- -- -- -- Daily Volume (MMBtu/d) 20,000 20,000 20,000 40,000 -- -- -- 9,945 -- -- -- -- -- Weighted Average Price ($ / MMBtu) ($0.30) ($0.30) ($0.30) $0.00 -- -- -- $0.00 -- -- -- -- --

20 Reconciliation of Free Cash Flow and Adjusted Free Cash Flow (1) Free cash flow and Adjusted free cash flow are non-GAAP financial measures Free Cash Flow Reconciliation1 Based on Cash Capital Expenditures Three Months Ended June 30, ($ in thousands) 2023 2022 Net cash provided by operating activities $448,491 $294,979 Changes in working capital: Accounts receivable 10,385 8,927 Prepaid and other assets 2,953 5,786 Accounts payable and other liabilities (15,306) (31,666) Operating cash flow before working capital changes 446,523 278,026 Less: Total cash capital expenditures incurred (371,271) (142,855) Free cash flow $75,252 $135,171 Merger & integration expense 4,350 5,685 Adjusted free cash flow $79,602 $140,856

XML

Cover	Aug. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 21, 2023
Entity Registrant Name	EARTHSTONE ENERGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35049
Entity Tax Identification Number	84-0592823
Entity Address, Address Line One	1400 Woodloch Forest Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	281
Local Phone Number	298-4246
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	ESTE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000010254
Amendment Flag	false