Permian Resources completes acquisition of Earthstone; ~211M shares issued, exchange ratio 1.446

the board of directors of the Company (the “Board”) appointed Robert J. Anderson and Frost W. Cochran to the Board, effective as of the Closing Date.

the board of directors of the Company (the “Board”) appointed Robert J. Anderson and Frost W. Cochran to the Board, effective as of the Closing Date.

In connection with the transactions contemplated by the Merger Agreement (the “Transactions”), at the time of the consummation of the Transactions (the “Effective Time”), the Sixth Amended and Restated Limited Liability Company Agreement of OpCo, dated as of September 1, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, together with all schedules, exhibits and annexes thereto) was amended and restated in its entirety to, among other things, provide for the admittance of holders of Earthstone OpCo Units (as defined below) as members (as amended and restated, the “Seventh A&R LLC Agreement”).

In connection with the Transactions, on the Closing Date, the Company, Permian OpCo, and certain subsidiaries of Permian OpCo entered into (i) a second supplemental indenture with U.S. Bank Trust Company, National Association., as trustee (the “Earthstone Trustee”), pursuant to which Permian OpCo has agreed to assume all of the obligations of EEH, the Company has agreed to assume all of the obligations of Earthstone and to guarantee Permian OpCo’s assumed obligations thereunder, and the existing subsidiary guarantors under the Company Indentures (as defined below) (the “PR Guarantors”) have agreed to guarantee such obligations, under that certain indenture, dated as of April 12, 2022 relating to EEH’s 8.000% Senior Notes due 2027 in an aggregate principal amount of approximately $550 million

Additionally, in connection with the Transactions, on the Closing Date, the Company, Permian OpCo, the PR Guarantors and the subsidiaries of Permian OpCo acquired in connection with the Transactions (collectively, the “New Subsidiary Guarantors”) entered into (i) a fourth supplemental indenture to that certain Indenture, dated March 19, 2021 (as supplemented, the “Exchangeable Notes Indenture”) with UMB Bank, N.A., as trustee (the “UMB Trustee”), pursuant to which the New Subsidiary Guarantors have agreed to guarantee the obligations under the Exchangeable Notes Indenture

On August 21, 2023, concurrently with the execution of the Merger Agreement, and to be effective upon the Closing Date, the Company entered into the Registration Rights Agreement (the “Registration Rights Agreement”), by and among the Company and each of the parties listed on the signature pages thereto (each such party, a “Holder” and, collectively, the “Holders”).