AGREEMENT AND PLAN OF MERGER dated as of September 21, 2022 among ENVEN ENERGY CORPORATION, TALOS ENERGY INC., TALOS PRODUCTION INC., TIDE MERGER SUB III LLC, TIDE MERGER SUB I INC., TIDE MERGER SUB II LLC and BCC ENVEN INVESTMENTS, L.P., in its...Agreement and Plan of Merger • September 22nd, 2022 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 21, 2022 by and among EnVen Energy Corporation, a Delaware corporation (the “Company”), Talos Energy Inc., a Delaware corporation (“Parent”), Talos Production Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Production Company”), Tide Merger Sub III LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Production Company (“UnSub”), Tide Merger Sub I Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub I”), Tide Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), and BCC Enven Investments, L.P., a Delaware limited partnership, in its capacity as the representative of the Company Stockholders and Equity Award Holders as set forth herein (the “Equityholders’ Representative”).
FORM OF COMPANY SUPPORT AGREEMENTForm of Company Support Agreement • September 22nd, 2022 • Talos Energy Inc. • Crude petroleum & natural gas
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of September [•], 2022, is entered into by and among EnVen Energy Corporation, a Delaware corporation (the “Company”), Talos Energy Inc., a Delaware corporation (“Parent”) and [•] (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF PARENT SUPPORT AGREEMENTForm of Parent Support Agreement • September 22nd, 2022 • Talos Energy Inc. • Crude petroleum & natural gas
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of September [•], 2022, is entered into by and among EnVen Energy Corporation, a Delaware corporation (the “Company”), Talos Energy Inc., a Delaware corporation (“Parent”) and each stockholder of Parent set forth on Schedule 1 attached hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2022 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 21, 2022, but to be effective only as of the Closing (as defined below), by and among Talos Energy Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule A attached hereto, together with any of such Persons’ Permitted Transferees (as defined below), each of which is referred to in this Agreement as a “Holder” (and further defined below).
