VOTING AND SUPPORT AGREEMENT
THIS VOTING AND SUPPORT AGREEMENT, dated as of October 14, 2019 (the Agreement), between Parsley Energy, Inc., a Delaware corporation (Parent), Jackal Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Q-Jagged Peak Energy Investment Partners, LLC (the Holder), and Jagged Peak Energy Inc., a Delaware corporation (the Company).
W I T N E S S E T H:
WHEREAS, Parent and the Company and Merger Sub are entering into an Agreement and Plan of Merger dated as of the date hereof (as the same may be amended or supplemented from time to time, the Merger Agreement) providing for, among other things, the merger of Merger Sub, a direct, wholly owned Subsidiary of Parent with and into the Company (the Merger), as a result of which the Company shall be the Surviving Corporation and shall continue its corporate existence under the laws of the State of Delaware as a wholly owned Subsidiary of Parent, on the terms and subject to the conditions of the Merger Agreement;
WHEREAS, the Holder is the Beneficial Owner (as defined below) of 146,337,026 shares of common stock, par value $0.01 per share, of the Company (the Company Common Stock) (such shares of Company Common Stock, the Shares);
WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to Parent and the Company entering into the Merger Agreement, the Holder is entering into this Agreement with respect to the Shares; and
WHEREAS, Parent and the Company desire that the Holder agree, and the Holder is willing to agree, subject to the limitations herein, not to Transfer (as defined below) any of its Shares, and to vote its Shares in a manner so as to facilitate consummation of the Merger 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:
1.1 Definitions. This Agreement is one of the Designated Stockholder Voting Agreements as defined in the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.
Beneficially Own or Beneficial Ownership has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Persons 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.