UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 19, 2024
Battalion Oil Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
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001-35467 |
|
20-0700684 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
Two
Memorial City Plaza
820 Gessner Road,
Suite 1100
Houston, TX |
|
77043 |
| (Address of principal executive offices) |
|
(Zip Code) |
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Registrant’s telephone number, including
area code: (832) 538-0300
(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) |
| x | 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 |
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Name of each exchange on which registered |
| Common Stock par value $0.0001 |
|
BATL |
|
NYSE American |
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 |
Seventh Amendment to Merger Agreement
On September 19, 2024, Battalion Oil Corporation,
a Delaware corporation (the “Company” or “we”), Fury Resources, Inc., a Delaware corporation
(“Parent”), and San Jacinto Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of
Parent (“Merger Sub”), entered into a Seventh Amendment (the “Seventh Amendment”)
to the Agreement and Plan of Merger, dated as of December 14, 2023 (as amended, modified or supplemented from time to time in accordance
with its terms, the “Merger Agreement”), by and among the Company, Parent and Merger Sub, as amended by that
certain First Amendment to Agreement and Plan of Merger, dated as of January 24, 2024 (the “First Amendment”),
the Second Amendment to the Agreement and Plan of Merger, dated as of February 6, 2024 (the “Second Amendment”),
the Third Amendment to the Agreement and Plan of Merger, dated as of February 16, 2024 (the “Third Amendment”),
the Fourth Amendment to the Agreement and Plan of Merger, dated as of April 16, 2024 (the “Fourth Amendment”),
the Fifth Amendment to the Agreement and Plan of Merger, dated as of June 10, 2024 (the “Fifth Amendment”),
and the Sixth Amendment to the Agreement and Plan of Merger, dated as of September 11, 2024 (the “Sixth Amendment”).
Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Merger Agreement.
On September 18, 2024, at a special meeting of
the Company’s board of directors (the “Board”), the Board approved, upon the recommendation of the Special
Committee of the Board (the “Special Committee”), the Seventh Amendment and the Agreement and Plan of Merger
as amended by the Seventh Amendment. The Seventh Amendment reflects the terms of Parent’s previously disclosed revised proposal
with respect to the terms of the transactions contemplated by the Merger Agreement (the “Parent Proposal”).
Prior to the Company’s entry into the Seventh Amendment, the parties to the Voting Agreement waived, in accordance with the terms
and conditions of the Voting Agreement, the termination of the Voting Agreement under Section 4(c) thereof, such that it remains in full
force and effect notwithstanding the effectiveness of the Seventh Amendment and the terms and conditions of the Merger Agreement (as amended
by the Seventh Amendment).
Pursuant to the Merger Agreement (as amended by
the Seventh Amendment), at the effective time of the Merger (the “Effective Time”), each of the Company’s
issued and outstanding shares of Common Stock, par value $0.0001 per share (“Common Stock”), shall be converted
into the right to receive $7.00 in cash, without interest (the “Amended Merger Consideration”). The Seventh
Amendment amends the Merger Agreement such that the amount of merger consideration payable to the holders of the Company’s Common
Stock in connection with the transactions contemplated by the Merger Agreement would be reduced from $9.80 per share of Common Stock to
$7.00 per share of Common Stock. The Seventh Amendment further amends the Merger Agreement such that the existing holders of the Company’s
Series A through Series A-4 preferred stock, par value $0.0001 per share (collectively, the “Preferred Stock”),
who are the holders of all of the issued and outstanding Preferred Stock of the Company, will roll over 100% of the Preferred Stock held
by them into new preferred equity of Parent following the merger (such proposed rollover, the “Rollover Transaction”).
In addition, the Seventh Amendment further amends the Merger Agreement to (a) delete the Company’s right to terminate the Merger
Agreement at any time prior to delivering the Evidence of Funding by Parent, (b) add a right for the Company to terminate the Merger Agreement
by written notice to Parent if the Closing has not occurred on or before 11:59 p.m. Central Time on November 29, 2024 so long as the Company’s
breach of the Merger Agreement is not the primary cause of the Closing not to have occurred, (c) add a customary non-solicitation covenant,
in substantially the same form as was present in the Merger Agreement before such covenant was amended in the Second Amendment, prohibiting
the Company from soliciting, providing non-public information in response to, or engaging in discussions or negotiations with respect
to, proposals relating to alternative business combination transactions, except as permitted under the Merger Agreement, and (d) consistent
with the changes to the amount of the Amended Merger Consideration and the structure of the Rollover Transaction contemplated by the Parent
Proposal, reduce the amount of aggregate equity financing sufficient to consummate the transactions contemplated by the Merger Agreement
(as amended by the Seventh Amendment) reflected in the definition of “Evidence of Funding” in the Merger Agreement from $200,000,000
to $160,000,000 (“Sufficient Equity Financing”).
Furthermore, as of the date of the Seventh Amendment,
Parent has delivered the Company sufficient binding equity financing commitments that, in the aggregate, reflect the Sufficient Equity
Financing and constitute Qualifying Additional Financing Documents for purposes of the Merger Agreement, and the Seventh Amendment reflects
an acknowledgement by Parent and the Company that such delivery has taken place.
The Contribution, Rollover and Sale Agreement
(the “Contribution and Rollover Agreement”) has been amended and restated to reflect the modifications contemplated
by the foregoing and those described further below in this Current Report on Form 8-K.
Except as modified by the Seventh Amendment, the
terms of the Merger Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment
and the Sixth Amendment, in the forms filed as Exhibit 2.1 to the Current Reports on Form 8-K filed by the Company on December 18, 2023,
January 24, 2024, February 6, 2024, February 16, 2024, April 16, 2024, June 11, 2024 and September 11, 2024, respectively, with the Securities
and Exchange Commission (the “SEC”), are unchanged.
The foregoing descriptions of the Merger Agreement,
the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment do not
purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the First Amendment,
the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, which were filed as Exhibit
2.1 to the Current Reports on Form 8-K filed by the Company with the SEC on December 18, 2023, January 24, 2024, February 6, 2024, February
16, 2024, April 16, 2024, June 11, 2024 and September 11, 2024, respectively.
The foregoing description of the Seventh Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amendment, which is filed
as Exhibit 2.1 to this Current Report on Form 8-K.
Certain Related Agreements
Contribution, Rollover and Sale Agreement
In connection with the transactions contemplated
by the Merger Agreement (as amended by the Seventh Amendment), the Contribution and Rollover Agreement has been amended and restated (the
“A&R Contribution Agreement”) on September 19, 2024 such that Gen IV Investment Opportunities (“LS
Power”) has been included as a “Rollover Seller,” and Parent has entered into the Contribution Agreement with
LS Power, Luminus Energy Partners Master Fund, Ltd (“Luminus”) and OCM HLCN Holdings, L.P. (“Oaktree”
and, together with LS Power and Luminus, the “Rollover Sellers”). Pursuant to the A&R Contribution Agreement,
the Rollover Sellers have agreed, prior to the Effective Time, to contribute to Parent certain shares of the Preferred Stock held by them
(collectively, the “Rollover Shares”), in exchange for shares of Series A Preferred Stock, par value $0.0001
per share, of Parent (the “Parent Preferred Stock”). In the event that the aggregate Rollover Value (as defined
below) of a Rollover Seller’s Rollover Shares exceeds such Rollover Seller’s Maximum Rollover Amount (as defined below), then
each Rollover Seller has agreed, prior to the Effective Time, to sell to Parent the shares of Preferred Stock that have an aggregate Rollover
Value (as defined below) equal to such excess, for a cash purchase price equal to the aggregate Rollover Value of such shares of Preferred
Stock (i.e., a cash purchase price equal to such excess). For purposes of the A&R Contribution Agreement: (a) the “Rollover
Value” of each share of the Company’s (i) Series A Preferred Stock is $1,369.21, (ii) Series A-1 Preferred Stock is
$1,277.28, (iii) Series A-2 Preferred Stock is $1,276.99, (iv) Series A-3 Preferred Stock is $1,137.91, (v) Series A-4 Preferred Stock
is $1,129.53, and (vi) any new class of preferred stock of the Company is the redemption price determined pursuant to Section 8(a) of
the Certificate of Designations for such class of preferred stock as of the closing of the transactions contemplated by the A&R Contribution
Agreement; provided, that in the case of the foregoing clauses (i), (ii), (iii), (iv) and (v), if such closing does not take place on
or prior to September 30, 2024, such amount shall increase at an annual rate of 16% until such closing occurs; and (b) the “Maximum
Rollover Amount” of (1) Luminus is $88,427,485, (2) Oaktree is $50,314,480, and (3) LS Power is $34,068,318.
The A&R Contribution Agreement contains representations,
warranties, and covenants of Parent and each of the Rollover Sellers, as well as other obligations of the parties. The closing of the
transactions contemplated by the A&R Contribution Agreement is conditioned on the satisfaction or waiver of certain customary closing
conditions, including the accuracy of the representations and warranties in the A&R Contribution Agreement, the compliance by the
parties with the covenants in the A&R Contribution Agreement, the satisfaction or waiver of all conditions to the closing of the Merger,
and the consummation by Parent of a common equity financing for total aggregate cash proceeds of at least the amount of the Sufficient
Equity Financing.
The foregoing summary of the material terms of
the A&R Contribution Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which
is filed herewith as Exhibit B to the Merger Agreement (as amended by the Seventh Amendment) and incorporated by reference herein.
Parent Preferred Stock Purchase Agreement
In connection with the transactions contemplated
by the Merger Agreement (as amended by the Seventh Amendment), the Purchase Agreement has been terminated in accordance with its terms
by the parties thereto.
Item 8.01 Other Events.
On September 19, 2024, the Company issued a press
release announcing it had entered into the Seventh Amendment with Parent and Merger Sub. A copy of this press release is furnished with
this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Important Information for Investors and Stockholders
This communication is being made in respect of
the proposed transaction involving the Company and Parent. In connection with the proposed transaction, the Company intends to file the
relevant materials with the SEC, including a proxy statement on Schedule 14A and a transaction statement on Schedule 13e-3 (the “Schedule
13e-3”). Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement
and a proxy card to each stockholder of the Company entitled to vote at the special meeting relating to the proposed transaction. This
communication is not a substitute for the proxy statement, the Schedule 13e-3 or any other document that the Company may file with the
SEC or send to its stockholders in connection with the proposed transaction. The materials to be filed by the Company will be made available
to the Company’s investors and stockholders at no expense to them and copies may be obtained free of charge on the Company’s
website at www.battalionoil.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.
Investors and stockholders of the Company are urged to read the proxy statement, the Schedule 13e-3 and the other relevant materials when
they become available before making any voting or investment decision with respect to the proposed transaction because they contain important
information about the Company and the proposed transaction. The Company and its directors, executive officers, other members of its management
and employees may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the proposed
transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests
of the Company’s executive officers and directors in the solicitation by reading the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, and the proxy statement, the Schedule 13e-3 and other relevant materials that will be filed
with the SEC in connection with the proposed transaction when they become available. Information concerning the interests of the Company’s
participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will
be set forth in the proxy statement relating to the proposed transaction and the Schedule 13e-3 when they become available.
Forward-Looking Statements
All statements and assumptions in this communication
that do not directly and exclusively relate to historical facts could be deemed “forward-looking statements.” Forward-looking
statements are often identified by the use of words such as “anticipates,” “believes,” “estimates,”
“expects,” “may,” “could,” “should,” “forecast,” “goal,” “intends,”
“objective,” “plans,” “projects,” “strategy,” “target” and “will”
and similar words and terms or variations of such. These statements represent current intentions, expectations, beliefs or projections,
and no assurance can be given that the results described in such statements will be achieved. Forward-looking statements include, among
other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the Company’s
business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion
of the proposed transaction; as well as any assumptions underlying any of the foregoing. Such statements are subject to numerous assumptions,
risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many
of which are outside of the Company’s control. Important factors that could cause actual results to differ materially from those
described in forward-looking statements include, but are not limited to, (i) the risk that the proposed transaction may not be completed
in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction
by the Company’s stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed
transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition
proposals for the Company will be made; (v) the occurrence of any event, change or other circumstance that could give rise to the
termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances, which would require
the Company to pay a termination fee; (vi) the effect of the announcement or pendency of the proposed transaction on the Company’s
ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers
and other business counterparties, or its operating results and business generally; (vii) risks related to the proposed transaction
diverting management’s attention from the Company’s ongoing business operations; (viii) the amount of costs, fees and expenses
related to the proposed transaction; (ix) the risk that the Company’s stock price may decline significantly if the Merger is not
consummated; (x) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay;
and (xi) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Report on Form
10-K for the fiscal year ended December 31, 2023, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or
other filings with the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of the date they
are made. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report
any events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events except as required
by law.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits. The following
exhibits are furnished as part of this Current Report on Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BATTALION OIL CORPORATION |
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| September 19, 2024 |
By: |
/s/ Matthew Steele |
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Name: Matthew Steele |
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Title: Chief Executive Officer |
Exhibit 2.1
Execution
Version
SEVENTH AMENDMENT TO THE AGREEMENT AND PLAN
OF MERGER
THIS
SEVENTH AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER is made as of September 19, 2024 (this “Amendment”) by
and among Battalion Oil Corporation, a Delaware corporation (the “Company”), Fury Resources, Inc., a Delaware
corporation (“Parent”), and San Jacinto Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
WHEREAS,
the Company, Parent and Merger Sub are parties to that certain Agreement and Plan of Merger, dated as of December 14, 2023 (the
“Agreement”), which was amended pursuant to that certain First Amendment to the Agreement and Plan of Merger, dated
as of January 23, 2024, that certain Second Amendment to the Agreement and Plan of Merger, dated as of February 6, 2024, that
certain Third Amendment to the Agreement and Plan of Merger, dated as of February 16, 2024, that certain Fourth Amendment to the
Agreement and Plan of Merger, dated as of April 16, 2024, that certain Fifth Amendment to the Agreement and Plan of Merger, dated
as of June 10, 2024, and that certain Sixth Amendment to the Agreement and Plan of Merger, dated as of September 11,
2024;
WHEREAS, Parent has proposed
certain changes to the terms and conditions of the Agreement (the “Revised Proposal”), which included, among other
things, (a) a reduction in the Merger Consideration from $9.80 to $7.00, and (b) changes to the Preferred Stock Transactions
such that (i) Gen IV Investment Opportunities, LLC and its Affiliates that directly or indirectly hold any shares of Common Stock
or Preferred Stock would be included as Insider Stockholders for purposes of the Agreement, (ii) each of the Insider Stockholders
will contribute and/or sell to Parent, prior to the Effective Time, all of the issued and outstanding shares of Preferred Stock held
by them in exchange for shares of Parent Preferred Stock, (iii) the Contribution Agreement would be amended and restated to reflecting
the modifications contemplated by the foregoing clauses (ii) and (iii), and (iv) the Purchase Agreement would be terminated
in accordance with its terms by the parties thereto and no longer of any force or effect;
WHEREAS, pursuant to and
in accordance with Section 14 of the Voting Agreement, the parties thereto have waived, in writing, the termination of the Voting
Agreement under Section 4(c) thereof such that that Voting Agreement shall remain in full force and effect notwithstanding
the effectiveness of this Amendment and the terms and conditions of the Agreement as amended by this Amendment;
WHEREAS, after reviewing
and considering the terms and conditions of the Revised Proposal, the Company Special Committee has unanimously (a) determined that
this Amendment and the Transactions, as revised pursuant to the Revised Proposal, are advisable and fair to, and in the best interests
of, the Company and its Unaffiliated Company Stockholders, (b) recommended that the Company Board approve this Amendment and the
Transactions, as revised pursuant to the Revised Proposal, and determine that this Amendment and the Transactions, as revised pursuant
to the Revised Proposal, are advisable, fair to, and in the best interest of the Company and the Unaffiliated Company Stockholders, and
(c) recommended that, subject to the Company Board’s approval, the Company Board submit the Agreement, as amended by this
Amendment, to the Company’s stockholders for their approval, in each case, on the terms and subject to the conditions of the Agreement,
as amended by this Amendment;
WHEREAS,
the Company Board, after considering the recommendation of the Company Special Committee and the terms and conditions of the Revised
Proposal, has unanimously (a) determined that this Amendment and the Transactions, as revised pursuant to the Revised Proposal,
are advisable and fair to, and in the best interests of, the Company and its stockholders, including the Unaffiliated Company Stockholders,
(b) declared it advisable to enter into this Amendment, (c) approved the execution, delivery and performance by the Company
of the Amendment and the consummation of the Transactions, as revised pursuant to the Revised Proposal, (d) resolved to recommend
that the stockholders of the Company adopt the Agreement, as amended by this Amendment, and (e) directed that the Agreement, as
amended by this Amendment, be submitted to the Company’s stockholders for their approval, in each case, on the terms and subject
to the conditions of the Agreement, as amended; and
WHEREAS, in connection with
the Revised Proposal, the Company, Parent and Merger Sub desire to amend certain terms of the Agreement to the extent provided herein.
NOW,
THEREFORE, in consideration of foregoing and the mutual covenants and agreements contained herein, the parties, intending to be
legally bound, agree as follows:
1.
Amendments, Generally. Where there is a reference
in the Agreement to (a) “the Merger Consideration and the Preferred Stock Merger Consideration”,
each such reference shall be amended and restated to read solely as “the Merger Consideration”, (b) “the
Merger Consideration or Preferred Stock Merger Consideration, as applicable”, each such reference shall be amended and restated
to read solely as “the Merger Consideration”, (c) “Common Stock and Preferred Stock” or “Common Stock
or Preferred Stock” in Section 3.1(d) and Section 3.3 of the Agreement, each such reference shall be amended and
restated to read solely as “Common Stock”, (d) “Book-Entry Shares and Certificated Shares” or “Book-Entry
Shares or Certificated Shares” in Section 3.3 of the Agreement, each such reference shall be amended and restated to read
solely as “Book-Entry Shares”, (e) “the Purchase Agreement, the Contribution Agreement” or “the Purchase
Agreement and the Contribution Agreement”, each such reference shall be amended and restated to read solely as “the
Contribution Agreement”, (f) “the Purchase Agreement”, each such reference is hereby
deleted in its entirety, (g) “Preferred Stock Transactions”, each such reference shall be amended and restated as “Preferred
Stock Contribution”, and (h) “Purchasers”, each such reference shall be deleted in its entirety.
2. Amendments
to Exhibits.
a. Exhibit B.
Exhibit B of the Agreement is hereby deleted in its entirety.
b. Exhibit C.
(i) The reference to “Exhibit C” in the Recitals to the Agreement is hereby deleted and replaced with “Exhibit B”
and (ii) Exhibit C of the Agreement is hereby deleted and replaced in its entirety with the document attached hereto as Exhibit B.
3. Amendments
to Section 1.1.
a. Definition
of “Book-Entry Shares”. The definition of “Book-Entry Shares” in Section 1.1 of the Agreement is hereby
amended to delete the words “or Preferred Stock” from such defined term.
b. Definition
of “Certificated Shares”. The definition of “Certificated Shares” in Section 1.1 of the Agreement is
hereby deleted in its entirety.
c. Definition
of “Parent Preferred Stock”. The definition of “Parent Preferred Stock” in Section 1.1 of the Agreement
is hereby deleted and replaced in its entirety with the following language: “Parent Preferred Stock”” means
shares of Series A Preferred Stock of Parent.”
d. Definition
of “Preferred Stock Financing”. The definition of “Preferred Stock Financing” in Section 1.1 of the
Agreement is hereby deleted in its entirety.
e. Definition
of “Preferred Stock Transactions”. The definition of “Preferred Stock Transactions” in Section 1.1 of
the Agreement is hereby deleted in its entirety.
f. Definition
of “Company Superior Proposal”. The definition of “Company Superior Proposal” in Section 1.1 of the
Agreement is hereby deleted and replaced in its entirety with the following language:
““Company
Superior Proposal” means an unsolicited bona fide, written Company Takeover Proposal (with references to twenty
percent (20%) and eighty percent (80%) being deemed to be replaced with references to fifty percent (50%), respectively) by a third party,
that is fully financed or has fully committed financing, which the Company Board (after considering the recommendation of the Company
Special Committee) determines in good faith, after consultation with the Company’s outside legal and financial advisors, to be
more favorable from a financial point of view to the Company and its stockholders than the Transactions (including any adjustment to
the terms of the Transactions proposed by Parent pursuant to clause (B) of Section 6.4(d) and taking in consideration
the timing and likelihood of consummation of such Company Superior Proposal).”
g. Definition
of “Preferred Stock Merger Consideration”. The definition of “Preferred Stock Merger Consideration” in Section 1.1
of the Agreement is hereby deleted in its entirety.
h. Definition
of “Insider Stockholders”. The definition of “Insider Stockholders” in Section 1.1 of the Agreement
is hereby deleted and replaced in its entirety with the following language:
“Insider
Stockholders” means, collectively, Luminus Management, LLC, Oaktree Capital Management, L.P., Gen IV Investment Opportunities,
LLC and each of their respective Affiliates that directly or indirectly hold any shares of Common Stock or Preferred Stock.
4. Amendment
to Section 3.1(b)(i). The reference to “$9.80” in Section 3.1(b)(i) of the Agreement is hereby amended
to be “$7.00”.
5. Amendment
to Section 3.1(b)(ii). Section 3.1(b)(ii) of the Agreement is hereby amended and restated in its entirety to read
as follows:
“Each
share of Common Stock and Preferred Stock held by the Company as treasury stock or held by Parent or Merger Sub (including all shares
of Preferred Stock contributed and/or sold to Parent pursuant to the Preferred Stock Contribution), in each case, immediately prior to
the Effective Time (the “Canceled Shares”), shall be canceled and
retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.
For the avoidance of doubt, none of the shares of Preferred Stock subject to the Preferred Stock Contribution shall be entitled to receive
the Merger Consideration or any other form of consideration pursuant to this Agreement and shall, immediately prior to the Closing, be
contributed and/or sold, directly or indirectly, to Parent (or any of its Affiliates) pursuant to the terms of the Contribution Agreement
and treated in accordance with the preceding sentence.”
6. Amendment
to Section 3.1(b)(iv). Section 3.1(b)(iv) of the Agreement is hereby deleted in its entirety.
7. Amendment
to Section 4.15. The last sentence of Section 4.15 of the Agreement is hereby deleted in its entirety.
8. Amendment
to Section 5.8(a). The reference to “which contemplate the Preferred Stock Financing” in Section 5.8(a) of
the Agreement is hereby deleted in its entirety.
9. Amendment
of Section 6.4(a)(i) and (ii). Section 6.4(a)(i) and (ii) of the Agreement are hereby amended and restated
in its entirety to read as follows:
“(i) No
Solicitation or Negotiation. Except as expressly permitted by this Section 6.4, from the date hereof until the earlier
to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not, and
shall cause each of its Subsidiaries and its and their respective officers and directors, and shall instruct its and its Subsidiaries’
other Representatives not to, directly or indirectly, (A) solicit, initiate, or knowingly encourage or facilitate any proposal or
offer or any inquiries regarding the making of any proposal or offer, including any proposal or offer to its stockholders, that constitutes,
or could reasonably be expected to lead to, a Company Takeover Proposal, or (B) engage in, continue or otherwise participate in
any discussions or negotiations regarding, or furnish to any other Person any information with respect to, any inquiry, proposal or offer
that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal (other than, in response to an unsolicited
inquiry that did not arise from a breach of this Section 6.4(a), solely to ascertain facts from the Person making such Company
Takeover Proposal consistent with its fiduciary duties about such Company Takeover Proposal and the Person that made it, and to refer
the inquiring Person to this Section 6.4). The Company shall, and the Company shall cause its Subsidiaries, and its and their
respective officers and directors to, and shall cause its and its Subsidiaries’ other Representatives to, immediately cease any
and all existing solicitation, discussions or negotiations with any Persons (or provision of any non-public information to any Persons)
with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal.
The Company shall promptly (1) request in writing that each Person that has heretofore executed a confidentiality agreement within
the six (6) month period immediately preceding the date hereof in connection with its consideration of a Company Takeover Proposal
or potential Company Takeover Proposal promptly destroy or return to the Company all non-public information heretofore furnished by the
Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of such confidentiality
agreement and (2) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal by
such Person and its Representatives.”
10. Amendment
of Section 6.4(b). Section 6.4(b) of the Agreement is hereby amended and restated in its entirety to read as follows:
“Superior
Proposals. Notwithstanding anything to the contrary contained in this Agreement, if at any time from and after the date hereof and
prior to obtaining the Company Stockholder Approval, the Company receives an unsolicited written Company Takeover Proposal that is not
withdrawn from any Person that did not result from a material breach of Section 6.4(a), and if the Company Board (after considering
the recommendation of the Company Special Committee) has determined in good faith, after consultation with the Company’s independent
financial advisor and outside legal counsel, (i) that such Company Takeover Proposal is bona fide and constitutes or could reasonably
be expected to lead to a Company Superior Proposal, and (ii) failure to take the actions set forth in clauses (A) and (B) below
would be inconsistent with its fiduciary duties under applicable Law, then the Company and its Representatives may, in response to such
Company Takeover Proposal, (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information)
with respect to the Company and its Subsidiaries and afford access to the business, properties, assets, books, records or other non-public
information, or to any personnel, of the Company or any of its Subsidiaries to the Person that has made such written Company Takeover
Proposal and its Representatives (provided that the Company shall, prior to or concurrently with the delivery to such Person,
provide to Parent any information concerning the Company or any of its Subsidiaries that is provided or made available to such Person
or its Representatives unless such information has been previously provided to Parent) and (B) engage in or otherwise participate
in discussions or negotiations with the Person making such Company Takeover Proposal and its Representatives regarding such Company Takeover
Proposal; provided that the Company and its Representatives may contact any Person in writing (with a request that any response
from such Person is in writing) with respect to a Company Takeover Proposal to clarify any ambiguous terms and conditions thereof which
are necessary to determine whether the Company Takeover Proposal constitutes a Company Superior Proposal (without the Company Board (or
any committee thereof, including the Company Special Committee) being required to make the determination in the foregoing clauses (i) and
(ii)). The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing if the Company Board makes
the determinations set forth in this Section 6.4(b), and shall not take any of the actions set forth in clauses (A) and
(B) prior to providing such notice.”
11. Amendment
of Section 6.4(d). The second sentence of Section 6.4(d) of the Agreement is hereby amended and restated in its entirety
to read as follows:
“Notwithstanding
anything to the contrary set forth in this Agreement, prior to obtaining the Company Stockholder Approval, the Company Board, after considering
the recommendation of the Company Special Committee, or the Company Special Committee may, in response to a Company Superior Proposal
received by the Company after the date of this Agreement that did not result from a material breach of Section 6.4(a),
(x) make a Change of Recommendation, or (y) cause the Company to validly terminate this Agreement in accordance with Section 8.1(d)(ii) in
order to enter into a binding Company Acquisition Agreement with respect to such Company Superior Proposal; provided that prior
to making such Change of Recommendation or terminating this Agreement in accordance with Section 8.1(d)(ii), (A) the
Company shall have given Parent at least five (5) Business Days’ prior written notice of its intention to take such action,
including a summary of the material terms and conditions of, and the identity of the Person making any such Company Superior Proposal
and contemporaneously provide to Parent a copy of the Company Superior Proposal and a copy of any proposed Company Acquisition Agreement
and any other relevant transaction documents, (B) during such five (5)-Business Day period following the date on which such notice
is received, the Company shall and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent wishes
to negotiate) to make such adjustments to the terms and conditions of this Agreement as Parent may propose, (C) upon the end of
such notice period (or such subsequent notice period as contemplated by clause (D)), the Company Board (after considering the recommendation
of the Company Special Committee) shall have considered in good faith any revisions to the terms of this Agreement proposed in writing
by Parent, and shall have determined, after consultation with the Company’s independent financial advisor and outside legal counsel,
that the Company Superior Proposal would nevertheless continue to constitute a Company Superior Proposal and the failure to make a Change
of Recommendation or terminate this Agreement, as applicable, would be inconsistent with its fiduciary duties under applicable Law, and
(D) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration)
or any other material terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional
notice consistent with that described in clause (A) above of this proviso and a new notice period under clause (A) of
this proviso shall commence (provided that the notice period thereunder shall only be three (3) Business Days) during which
time the Company shall be required to comply with the requirements of this Section 6.4(d) anew with respect to such
additional notice, including clauses (A) through (D) above of this proviso. Notwithstanding anything to the contrary contained
herein, neither the Company nor any of its Subsidiaries shall enter into any Company Acquisition Agreement unless this Agreement has
been terminated in accordance with its terms.”]
12. Amendment
of Section 6.10(a)(ix). Section 6.10(a)(ix) of the Agreement is hereby amended and restated in its entirety to read
as follows:
“On or before 5:00 p.m. Central
Time on the date that is 7 days prior to the anticipated Closing Date, Parent shall deliver to the Company evidence reasonably satisfactory
to the Company, including customary bank statements and other records of deposit, that (i) the bank account set forth on Section 6.10(a)(ix) of
the Parent Disclosure Letter (the “Additional Financing Bank Account”) contains an amount of cash available for withdrawal
equal to or greater than $160,000,000 minus the Initial Escrow Deposit Amount minus the amount of Escrow Funds
as of such date and (ii) the Persons authorized to draw on the Additional Financing Bank Account or to have access thereto are solely
those Persons set forth on Section 6.10(a)(ix) of the Parent Disclosure Letter (such evidence, the “Evidence
of Funding”). Following Parent’s delivery of such evidence in accordance with the foregoing, Merger Sub shall,
and Parent shall cause Merger Sub to, at all times prior to the earlier of the Effective Time and the date on which this Agreement is
terminated in accordance with Section 8.1, (A) maintain an amount of cash in the Additional Financing Bank Account
available for withdrawal equal to or greater than $160,000,000 minus the Initial Escrow Deposit Amount minus
the amount of Escrow Funds as of any such date and (B) not authorize any Person to draw on the Additional Financing Bank Account
or otherwise have access thereto unless otherwise consented to in writing by the Company.”
13. Amendment
of Section 8.1(d)(vii). Section 8.1(d)(vii) of the Agreement is hereby amended and restated in its entirety to read
as follows:
“By
written notice of the Company, if the Closing shall not have occurred on or before 11:59 p.m. Central Time on November 29,
2024; provided that the right to terminate this Agreement pursuant to this Section 8.1(d)(vii) will not be available
to the Company if it has breached in any material respect any provision of this Agreement in any manner that shall have been the primary
cause of the failure of the Closing to occur on or before the such date.”
14. Delivery
of Qualifying Additional Financing Documents. As of the date hereof, Parent has delivered Additional Financing Documents to the Company
which, in the aggregate, constitute Qualifying Additional Financing Documents. The Company hereby irrevocably waives its right to terminate
the Agreement pursuant to Section 8.1(d)(v) thereof.
15. Updates
to Company Disclosure Letter. Prior to the Effective Time, the Company shall have the right (but not the obligation) to update the
Company Disclosure Letter to the extent information contained therein or any representation or warranty of the Company becomes untrue,
incomplete or inaccurate after the date of the Agreement due to events, circumstances or effects after the date hereof or facts of which
the Company becomes aware after the date hereof.
16. Other
Terms.
a. Interpretation;
Effectiveness. The Agreement shall not be amended or otherwise modified by this Amendment except as set forth in Section 1
of this Amendment. The provisions of the Agreement that have not been amended hereby shall be unchanged and shall remain in full
force and effect. The provisions of the Agreement amended hereby shall remain in full force and effect as amended hereby. The amendments
set forth in herein shall be effective immediately on the date hereof.
b. Reference
to the Agreement. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,”
“herein,” “herewith,” “hereunder” and words of similar import shall, unless otherwise expressly stated,
be construed to refer to the Agreement as amended by this Amendment. No reference to this Amendment need be made in any instrument or
document at any time referring to the Agreement and a reference to the Agreement in any such instrument or document shall, unless otherwise
expressly stated, be deemed to be a reference to the Agreement as amended by this Amendment.
c. Miscellaneous.
The provisions of Sections 9.4 (Counterparts), 9.5 (Interpretation), 9.7 (Governing Law and Venue; Submission to Jurisdiction; Selection
of Forum; Waiver of Trial by Jury), 9.9 (Entire Understanding), 9.12 (Severability) and 9.13 (Construction) of the Agreement are incorporated
herein by reference and form part of this Amendment as if set forth herein, mutatis mutandis.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed and delivered as of the date first above written.
| BATTALION OIL CORPORATION |
| | |
| | By: |
/s/ Matthew Steele |
| | |
Name: |
Matthew Steele |
| | |
Title: |
Chief Executive Officer |
[Signature page to
Seventh Amendment to Agreement and Plan of Merger]
| FURY RESOURCES, INC. |
| | |
| | By: |
/s/ Ariella Fuchs |
| | |
Name: |
Ariella Fuchs |
| | |
Title: |
President and General Counsel |
| SAN JACINTO MERGER SUB, INC. |
| | |
| | By: |
/s/ Ariella Fuchs |
| | |
Name: |
Ariella Fuchs |
| | |
Title: |
President and General Counsel |
[Signature page to Seventh Amendment to Agreement
and Plan of Merger]
EXHIBIT B
FORM OF CONTRIBUTION AGREEMENT
(See attached.)
FINAL FORM
AMENDED AND RESTATED CONTRIBUTION, ROLLOVER
AND SALE AGREEMENT
This Amended and Restated
Contribution, Rollover and Sale Agreement (this “Agreement”), dated as of September [ ], 2024, is made by and
among Fury Resources, Inc., a Delaware corporation (“Parent”), and the Rollover Sellers listed on Schedule
A attached to this Agreement (the “Rollover Sellers” or the “Sellers”). This Agreement amends
and restates in its entirety that certain Contribution, Rollover and Sale Agreement, dated as of December 14, 2023, by and among
Parent and the Rollover Sellers.
WHEREAS, on December 14,
2023, Parent, San Jacinto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”),
and Battalion Oil Corporation, a Delaware corporation (the “Company”), entered into that certain Agreement and Plan
of Merger (as amended to date, the “Merger Agreement”);
WHEREAS, pursuant to the
Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the
surviving corporation in the Merger and as a wholly owned subsidiary of Parent;
WHEREAS, immediately prior
to the closing of the Merger, but subject to the consummation thereof, each Rollover Seller desires to contribute to Parent all of the
shares of (i) Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Shares”),
of the Company, (ii) Series A-1 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-1
Shares”), (iii) Series A-2 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-2
Shares”), (iv) Series A-3 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-3
Shares”), (v) Series A-4 Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A-4
Shares”) and (vi) any new preferred stock, par value $0.0001 per share of the Company (“New Preferred Stock”
and, together with the Series A Shares, Series A-1 Shares, Series A-2 Shares, Series A-3 Shares and Series A-4
Shares, the “Company Preferred Stock”), in each case, owned by such Rollover Seller on the date hereof as set forth
on Schedule A attached hereto, or acquired by such Rollover Seller after the date hereof and prior to the Rollover and Sale Closing
(as defined below), other than any Rollover Excess Shares (as defined below) (collectively, the “Rollover Shares”),
in exchange for the number of shares of Series A Preferred Stock (as defined below) of Parent determined as set forth herein in
each case, pursuant to and in accordance with the terms of this Agreement (the “Contribution and Rollover”);
WHEREAS, immediately prior
to the closing of the Merger, but subject to the consummation thereof, in the event that the aggregate Rollover Value (as defined below)
of any Company Preferred Stock, including New Preferred Stock acquired by a Rollover Seller after the date hereof and prior to the Rollover
and Sale Closing, when aggregated with the Rollover Value of such Rollover Seller’s Series A Shares, Series A-1 Shares,
Series A-2 Shares, Series A-3 Shares and Series A-4 Shares, exceeds such Seller’s Maximum Rollover Amount set forth
on Schedule A hereto (such excess Rollover Value, the “Rollover Excess Amount”), then such Rollover Seller
shall sell to Parent a number of shares of Company Preferred Stock having an aggregate Rollover Value equal to such Seller’s Rollover
Excess Amount (such shares of Company Preferred Stock, “Rollover Excess Shares” and, together with the Rollover Shares,
the “Transferred Shares”), in exchange for cash consideration equal to such Rollover Excess Amount, in each case,
pursuant to and in accordance with the terms of this Agreement (the transactions described in the foregoing, collectively, the “Preferred
Stock Sales”); and
WHEREAS, Parent and the Rollover
Sellers intend that the Contribution and Rollover, together with the sale of Common Stock by the Parent for total aggregate cash proceeds
(paid to the Parent prior to or concurrently with the Transaction Closing) of at least $160,000,000 (the “Common Equity Investments”),
and the initial issuance of shares of Common Stock by Parent to Ruckus Energy Holdings, LLC, a Delaware limited liability company, be
treated for United States federal income tax purposes as a transaction described in Section 351 of the Internal Revenue Code of
1986, as amended (the “Code”) (such treatment, the “Intended Tax Treatment”).
NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby mutually covenant and agree as follows:
Article 1
CONTRIBUTION AND ROLLOVER
1.1 Contribution
and Rollover.
(a) Subject
to the terms and conditions of this Agreement, concurrently with or immediately prior to the Transaction Closing, and in any case prior
to the Effective Time (as defined in the Merger Agreement), each Rollover Seller shall convey, contribute, transfer and assign to Parent,
and Parent shall accept, all of the Rollover Shares free and clear of all restrictions, liens or other encumbrances (other than restrictions
on transfer under applicable state and federal securities laws).
(b) In
connection with each Rollover Seller’s contribution of such Rollover Seller’s Rollover Shares to Parent, Parent shall, immediately
prior to the Transaction Closing and immediately following conveyance, contribution, transfer, assignment and acceptance of the Rollover
Shares pursuant to Section 1.1(a), issue to each Rollover Seller a number of shares of Series A Preferred Stock, par
value $0.0001 per share, of Parent (“Series A Preferred Stock”), equal to the lesser of such Seller’s (i) aggregate
Rollover Value (as of the Rollover and Sale Closing Date) or (ii) Maximum Rollover Amount, as applicable, divided by $1,000 (such
shares of Series A Preferred Stock, the “Consideration Shares”), free and clear of all restrictions, liens or
other encumbrances (other than restrictions on transfer under the Stockholders’ Agreement, the Restated Certificate, applicable
state and federal securities laws, or liens or encumbrances created by or imposed by a Rollover Seller).
(c) Tax
Treatment. The parties shall file all income tax returns in a manner consistent with the Intended Tax Treatment, and no party shall
take any position in any income tax return that is inconsistent with the Intended Tax Treatment unless required to do so by a “determination”
as defined in Section 1313 of the Code.
(d) Rollover
Value. For purposes of this Agreement and notwithstanding anything in the applicable Certificate of Designations to the contrary,
the “Rollover Value” attributable to each Series A Share, each Series A-1 Share, each Series A-2 Share,
each Series A-3 Share, each Series A-4 Share and each share of New Preferred Stock is the amount set forth on Schedule A
hereto under the heading “Rollover Value.”
1.2 Preferred
Stock Sales.
(a) In
the event that the aggregate Rollover Value of any Company Preferred Stock, including New Preferred Stock acquired by a Rollover Seller
after the date hereof and prior to the Rollover and Sale Closing, when aggregated with the Rollover Value of such Rollover Seller’s
Series A Shares, Series A-1 Shares, Series A-2 Shares, Series A-3 Shares and Series A-4 Shares, exceeds such
Seller’s Maximum Rollover Amount, then subject to the terms and conditions of this Agreement, concurrently with or immediately
prior to the Transaction Closing, and in any case prior to the Effective Time (as defined in the Merger Agreement), such Rollover Seller
shall sell, convey, transfer and assign to Parent all of such Seller’s Rollover Excess Shares, free and clear of all restrictions,
liens or other encumbrances (other than restrictions on transfer under applicable state and federal securities laws), in exchange for
an amount in cash equal to the Rollover Excess Amount attributable to such Rollover Excess Shares;
(b) Rollover
Excess Amount. For purposes of this Agreement and notwithstanding anything in the applicable Certificate of Designations to the contrary,
the “Rollover Excess Amount” with respect to any Rollover Seller shall be an amount equal to the aggregate Rollover
Value of all shares of Company Preferred Stock held by such Rollover Seller as of the Rollover and Sale Closing Date (calculated as set
forth in Section 1.1(d) and Schedule A hereto) less the Maximum Rollover Amount set forth next to such Rollover
Seller’s name on Schedule A hereto; provided that if such amount is a negative number, the “Rollover Excess Amount”
for such Rollover Seller shall be deemed to be $0.00.
1.3 Rollover
and Sale Closing.
(a) The
date on which the Contribution and Rollover and Preferred Stock Sales close (the “Rollover and Sale Closing”) is referred
to as the “Rollover and Sale Closing Date.”
(b) At
the Rollover and Sale Closing:
(i) Each
Rollover Seller shall deliver to Parent duly executed instruments of transfer for such Rollover Seller’s Rollover Shares and, if
applicable, Rollover Excess Shares, in form and substance reasonably acceptable to Parent; and
(ii) Parent
shall deliver, or cause to be delivered, to each Rollover Seller, (A) such Rollover Seller’s Consideration Shares and (B) if
applicable, an amount equal to such Rollover Seller’s Rollover Excess Amount, by wire transfer of immediately available funds to
an account designated in writing by such Rollover Seller not less than two business days prior to the Rollover and Sale Closing Date.
1.4 New
Preferred Stock. If any New Preferred Stock is issued to the Sellers after the date hereof and prior to the Rollover and Sale Closing,
such New Preferred Stock shall be issued pursuant to a Certificate of Designation in the form attached hereto as Exhibit A
(with the conversion price thereof to be calculated based on the trading price of the common stock of the Company immediately prior to
such issuance in a manner consistent with the calculation of the conversion prices for the Series A Shares, Series A-1 Shares,
Series A-2 Shares, Series A-3 Shares and Series A-4 Shares) (a “New Series Certificate of Designation”),
or otherwise pursuant to transaction documents in form and substance reasonably acceptable to Parent.
1.5 Additional
Series A Preferred Stock / Common Stock. Parent hereby acknowledges and agrees that:
1.5.1 any
sale of Series A Preferred Stock by Parent on or after the date hereof, shall be sold pursuant to the terms and conditions of the
form Series A Preferred Stock Purchase Agreement attached hereto as Exhibit B; and
1.5.2 any
sale of Common Stock by Parent on or after the date hereof through the Transaction Closing, shall be sold pursuant to the terms and conditions
of the form Subscription Agreement attached hereto as Exhibit C.
Article 2
REPRESENTATIONS AND WARRANTIES OF Parent
Parent hereby represents
and warrants to each Rollover Seller that, except as set forth on the Disclosure Schedule attached as Schedule B to this Agreement,
which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true
and complete as of the date hereof, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding
to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or
subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it
is readily apparent from a reading of the disclosure on its face that such disclosure is applicable to such other sections and subsections.
For purposes of these representations
and warranties (other than those in Sections 2.2, 2.3, 2.4, and 2.5), the term the “Parent” shall
include any subsidiaries of Parent, unless otherwise noted herein.
2.1 Organization,
Good Standing, Corporate Power and Qualification. Parent is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as
presently proposed to be conducted. Parent is duly qualified to transact business and is in good standing in each jurisdiction in which
the failure to so qualify would have a Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect”
means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or
results of operations of the Parent.
2.2 Capitalization.
2.2.1 The
authorized capital of Parent consists, immediately prior to the Rollover and Sale Closing, of:
(a) Not
less than 100,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”). As of the Rollover
and Sale Closing, all of the outstanding shares of Common Stock will have been duly authorized, will be fully paid and nonassessable
and will have been issued in compliance with all applicable federal and state securities laws. Parent holds no Common Stock in its treasury.
(b) 200,000
shares of Preferred Stock, $0.0001 par value per share (the “Preferred Stock”), all of which have been designated
as “Series A Preferred Stock,” none of which are issued and outstanding immediately prior to the Rollover and Sale Closing.
The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the Delaware
General Corporation Law. Parent holds no Preferred Stock in its treasury.
2.2.2 The
issued and outstanding Equity Interests of Parent, the holders of such Equity Interests and the number and class of such interests as
of the Transaction Closing are set forth on Section 2.2.2 of the Disclosure Schedule. Except for the conversion privileges
of the Series A Preferred Stock to be issued under this Agreement, and Parent’s obligation to consummate the Common Equity
Investment, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal
or similar rights) or agreements, orally or in writing, to purchase or acquire from Parent, or for Parent to issue, any shares of Common
Stock or Preferred Stock, or any Equity Interests. There are no outstanding obligations of Parent (contingent or otherwise) to repurchase,
redeem or otherwise acquire, directly or indirectly, any Equity Interests of Parent. Parent is not subject to, and no Person has any
right to and, to Parent’s knowledge, there is no condition or circumstance that would reasonably be expected to give rise to or
provide a basis for the assertion of a valid claim by any Person to the effect that such Person is entitled to acquire any Equity Interests
of Parent. There are no outstanding stock-appreciation rights, stock-based performance units, “phantom” stock rights or other
similar contracts or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive
any payment or other value based on the revenues, earnings or financial performance, equity value or other attribute of Parent. There
are no bonds, debentures, notes or other indebtedness of Parent outstanding having the right to vote (or convertible into, or exchangeable
for, securities having the right to vote) on any matters on which any stockholders of Parent may vote. There are no declared or accrued
but unpaid dividends or distributions with respect to any Equity Interests of Parent and there is no liability for distributions accrued
and unpaid by Parent. Other than this Agreement and the Stockholders’ Agreement, there are no contracts or other agreements between
Parent or any of its subsidiaries (on the one hand) and its stockholders or their respective affiliates (on the other hand) regarding
the Equity Interests of Parent or otherwise relating to Parent or its subsidiaries or their respective businesses. For purposes of this
Agreement, “Equity Interests” means (i) any type of equity ownership interest or voting interest in any Person,
including (x) in the case of a corporation, any and all shares (however designated) of capital stock, (y) in the case of an
association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital
stock and (z) in the case of a partnership or limited liability company, any and all partnership or membership interests (whether
general or limited), (ii) any other interest or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, any Person, or any subscriptions, calls, warrants or options of any kind entitling a Person
to purchase or otherwise acquire shares, partnership, or membership interests or any other equity securities of any Person (including
phantom share, share appreciation, profit participation or other similar rights) and (iii) in any case, any right to acquire, or
any securities convertible into or exercisable or exchangeable for, any of the foregoing. For purposes of this Agreement, “Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.
2.3 Subsidiaries.
Merger Sub is the only subsidiary of Parent. Except for Merger Sub, Parent does not currently own or control, directly or indirectly,
any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.
Parent is not a participant in any joint venture, partnership or similar arrangement. Merger Sub does not own or control, directly or
indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other
business entity. Other than the Liabilities of Merger Sub pursuant to the Transaction Agreements and the Merger Agreement (and the other
agreements referred to therein and entered into in connection therewith) and any fees, expenses and costs incurred or payable by Merger
Sub in connection with the transactions contemplated in the Transaction Agreements and the Merger Agreement (and the other agreements
referred to therein and entered into in connection therewith), Merger Sub does not have any Liabilities. For purposes of this Agreement,
“Liability” means any obligation, liability, debt, loss, damage, adverse claim, fine, penalty, or deficiency of such
Person of any kind, character or description, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or
unknown, liquidated or unliquidated, due or to become due, fixed or unfixed, disputed or undisputed, joint or several, vested or unvested,
executory, determined, determinable or otherwise and regardless of when or by whom asserted, including those arising under any law or
any contract, arrangement or undertaking, whether or not the same is required to be accrued on the financial statements of such Person.
For purposes of this Agreement, “Transaction Agreements” means this Agreement and the Stockholders’ Agreement.
2.4 Authorization.
All corporate action required to be taken by Parent’s Board of Directors and stockholders in order to authorize Parent to enter
into this Agreement and the other Transaction Agreements, and to issue the Series A Preferred Stock at the Rollover and Sale Closing
and the Common Stock issuable upon conversion of the Series A Preferred Stock, has been taken or will be taken prior to the Rollover
and Sale Closing. All action on the part of the officers of Parent necessary for the execution and delivery of this Agreement and the
other Transaction Agreements, the performance of all obligations of Parent under this Agreement and the other Transaction Agreements
to be performed as of the Rollover and Sale Closing, and the issuance and delivery of the Series A Preferred Stock has been taken
or will be taken prior to the Rollover and Sale Closing. This Agreement and the other Transaction Agreements, when executed and delivered
by Parent, shall constitute valid and legally binding obligations of Parent, enforceable against Parent in accordance with their respective
terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws
of general application relating to or affecting the enforcement of creditors’ rights generally or (b) as limited by laws relating
to the availability of specific performance, injunctive relief, or other equitable remedies.
2.5 Valid
Issuance of Shares. The Series A Preferred Stock, when issued and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all restrictions, liens or other
encumbrances (other than restrictions on transfer under the Stockholders’ Agreement, the Restated Certificate, applicable state
and federal securities laws, or liens or encumbrances created by or imposed by a Rollover Seller). Assuming the accuracy of the representations
of the Rollover Sellers in Section 3 of this Agreement and subject to any filings required by applicable state and federal
securities laws, the Series A Preferred Stock will be issued in compliance with all applicable federal and state securities laws.
The Common Stock issuable upon conversion of the Series A Preferred Stock has been duly reserved for issuance, and upon issuance
in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of all restrictions,
liens or other encumbrances (other than restrictions on transfer under the Stockholders’ Agreement, the Restated Certificate, applicable
state and federal securities laws or liens or encumbrances created by or imposed by a Rollover Seller). Assuming the accuracy of the
representations of the Rollover Sellers in Article 3 of this Agreement, the Common Stock issuable upon conversion of the Series A
Preferred Stock will be issued in compliance with all applicable federal and state securities laws.
2.6 Governmental
Consents and Filings; Consent Generally. Assuming the accuracy of the representations made by the Rollover Sellers in Section 3
of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority is required on the part of Parent in connection with the consummation of the
transactions contemplated by this Agreement, except for (a) the filing of the Restated Certificate, which will have been filed as
of the Rollover and Sale Closing, and (b) filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”), and applicable state securities laws, which have been or will be made in a timely manner. The execution and delivery
by Parent of this Agreement and the other Transaction Agreements, and the performance by Parent of its obligations hereunder and thereunder
and the consummation of the transactions contemplated herein and therein by Parent do not and will not violate, conflict with or result
in a breach of, or a default under, (i) any provision of Parent’s Restated Certificate or Bylaws (together, “Parent’s
Charter Documents”), (ii) any provision of any material agreement or instrument to which Parent is a party or by which
it or its property are subject to or bound or affected or (iii) to the knowledge of Parent, any applicable law or regulation.
2.7 Litigation.
There is no claim, demand, action, suit, proceeding, arbitration, complaint, charge, inquiry, hearing, order, judgment, temporary or
permanent injunction, or investigation pending, threatened in writing, or to Parent’s knowledge, threatened orally, in each case
(a) against Parent or Merger Sub or their respective assets or properties, (b) against any officer or director or employee
of Parent or Merger Sub arising out of their employment or board relationship with Parent or Merger Sub (as applicable), or (c) that
questions the validity of this Agreement or the other Transaction Agreements or the right of Parent to enter into them, or to consummate
the transactions contemplated by this Agreement or the other Transaction Agreements. Neither Parent, Merger Sub nor, to Parent’s
knowledge, any of their respective officers or directors (in their role as such) is a party or is named as subject to the provisions
of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers or directors,
such as would affect Parent). There is no action, suit, proceeding or investigation by Parent or Merger Sub pending or which Parent or
Merger Sub intends to initiate.
2.8 Compliance
with Other Instruments. Neither Parent nor Merger Sub is in violation or default (a) of any provisions of the Parent’s
Charter Documents or with respect to Merger Sub, similar governing documents, (b) of any instrument, judgment, order, writ or decree,
(c) under any note, indenture or mortgage, (d) under any material contract to which it is a party or by which it is bound,
or (e) of any provision of federal or state statute, rule or regulation applicable to Parent or Merger Sub, in the case of
sub-clauses (c) or (d), the violation of which would have a Material Adverse Effect. The execution, delivery and performance of
this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated by this Agreement and the other
Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time
and giving of notice, a default under any of the foregoing listed in clauses (a) through (e).
2.9 Rights
of Registration and Voting Rights. Except as contemplated in the Stockholders’ Agreement, Parent is not under any obligation
to register under the Securities Act any of its currently outstanding Equity Interests or the Series A Preferred Stock. Except as
contemplated in the Stockholders’ Agreement, to Parent’s knowledge, no stockholder of Parent has entered into any agreements
with respect to the voting or transfer of capital shares of Parent.
2.10 Corporate
Documents. The Charter Documents of Parent are in the form provided to the Rollover Sellers.
2.11 No
Liabilities. Other than the Liabilities of Parent pursuant to the Transaction Agreements and the Merger Agreement (and the other
agreements referred to therein and entered into in connection therewith) and any fees, expenses and costs incurred or payable by Parent
in connection with the transactions contemplated in the Transaction Agreements and the Merger Agreement (and the other agreements referred
to therein and entered into in connection therewith), Parent does not have any Liabilities.
2.12 CFIUS.
The Company does not engage in (i) the design, fabrication, development, testing, production, or manufacture of one or more “critical
technologies,” as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations
thereof (the “DPA”); (ii) the ownership, operation, maintenance, supply, manufacture, or servicing of “critical
infrastructure,” as defined in the DPA; or (iii) the maintenance or collection, directly or indirectly, of “sensitive
personal data,” as defined in the DPA.
Article 3
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each Rollover Seller hereby
represents and warrants to Parent, severally and not jointly, as to itself as of the date hereof, that:
3.1 Authorization.
Such Seller has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Seller and
assuming due and valid authorization, execution and delivery hereof by Parent and the other Sellers, will constitute valid and legally
binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’
rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
3.2 Title
to Rollover Shares. Such Seller (a) is the sole record and beneficial owner of the Transferred Shares owned by such Rollover
Seller as of the date hereof as set forth opposite such Seller’s name on Schedule A, as applicable, attached hereto, and
will be the sole record and beneficial owner of any Transferred Shares acquired by such Seller after the date hereof and prior to the
closing of the Rollover and Sale Closing, and (b) has, and will have at the Rollover and Sale Closing, good and indefeasible title
to all such Transferred Shares, free and clear of all restrictions, liens or other encumbrances (other than restrictions on transfer
under the Transaction Agreements or applicable state and federal securities laws), and that such Seller has and will have full authority
to surrender all such Transferred Shares pursuant to the terms and conditions of this Agreement. Such Seller will, upon request, execute
and deliver any additional documents reasonably deemed appropriate or necessary by Parent in connection with the surrender of the Seller’s
Transferred Shares pursuant to the terms and conditions of this Agreement.
3.3 Issued
and Outstanding Company Preferred Stock. At the Rollover and Sale Closing, such Seller’s Transferred Shares will constitute
one-hundred percent (100%) of the shares of Company Preferred Stock beneficially owned by such Seller.
3.4 Acquisition
Entirely for Own Account. This Agreement is made with such Rollover Seller in reliance upon such Rollover Seller’s representation
to Parent, which by such Rollover Seller’s execution of this Agreement, such Rollover Seller hereby confirms, that the Series A
Preferred Stock to be acquired by such Rollover Seller will be acquired for investment for such Rollover Seller’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Rollover Seller has no
present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Rollover
Seller further represents that such Rollover Seller does not presently have any contract, undertaking, agreement or arrangement with
any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Series A
Preferred Stock. Such Rollover Seller has not been formed for the specific purpose of acquiring the Series A Preferred Stock.
3.5 Disclosure
of Information. Such Rollover Seller has had an opportunity to discuss Parent’s business, management, financial affairs and
the terms and conditions of the Contribution and Rollover with Parent’s management and has had an opportunity to review Parent’s
facilities. The foregoing, however, does not limit or modify the representations and warranties of Parent in Section 2 of
this Agreement or the right of the Rollover Sellers to rely thereon.
3.6 Restricted
Securities. Such Rollover Seller understands that the Series A Preferred Stock have not been, and will not be, registered under
the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of such Rollover Seller’s representations as expressed
herein. Such Rollover Seller understands that the Series A Preferred Stock are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, such Rollover Seller may need to hold the Series A Preferred
Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption
from such registration and qualification requirements is available. Except as set forth in the Stockholders’ Agreement, such Rollover
Seller acknowledges that Parent has no obligation to register or qualify the Series A Preferred Stock, or the Common Stock into
which they may be converted, for resale. Such Rollover Seller further acknowledges that, except as otherwise set forth in the Stockholders’
Agreement, if an exemption from registration or qualification is available, it may be conditioned on various requirements including,
but not limited to, the time and manner of sale, the holding period for the Series A Preferred Stock, and on requirements relating
to Parent which are outside of such Rollover Seller’s control, and which Parent is under no obligation and may not be able to satisfy.
3.7 No
Public Market. Such Rollover Seller understands that no public market now exists for the Series A Preferred Stock, and that
Parent has made no assurances that a public market will ever exist for the Series A Preferred Stock.
3.8 Legends.
Such Rollover Seller understands that the Series A Preferred Stock and any securities issued in respect of or exchange for the Series A
Preferred Stock, may be notated with one or all of the following legends:
3.8.1 “THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR HOLDER CAN DEMONSTRATE TO THE COMPANY’S REASONABLE SATISFACTION THAT SUCH EXEMPTION FROM REGISTRATION
IS AVAILABLE.”
3.8.2 Any
legend set forth in, or required by, the Stockholders’ Agreement.
3.8.3 Any
legend required by the securities laws of any state to the extent such laws are applicable to the Series A Preferred Stock represented
by the certificate, instrument or book entry so legended.
3.9 Accredited
Investor. Such Rollover Seller is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act.
3.10 Foreign
Investors. If such Rollover Seller is not a United States person (as defined by Section 7701(a)(30) of the Code), such Rollover
Seller hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Series A Preferred Stock or any use of this Agreement, including (a) the legal requirements
within its jurisdiction for the purchase of the Series A Preferred Stock, (b) any foreign exchange restrictions applicable
to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Series A Preferred Stock.
Such Rollover Seller’s Contribution and Rollover and continued beneficial ownership of the Series A Preferred Stock will not
violate any applicable securities or other laws of such Rollover Seller’s jurisdiction.
3.11 CFIUS
Foreign Person Status. Such Rollover Seller is not a “foreign person” or a “foreign entity,” as defined in
Section 721 of the DPA. Such Rollover Seller is not controlled by a “foreign person,” as defined in the DPA. Such Rollover
Seller does not permit any foreign person affiliated with such Rollover Seller, whether affiliated as a limited partner or otherwise,
to obtain through such Rollover Seller any of the following with respect to Parent: (a) access to any “material nonpublic
technical information” (as defined in the DPA) in the possession of Parent; (b) membership or observer rights on the Board
of Directors or equivalent governing body of Parent or the right to nominate an individual to a position on the Board of Directors or
equivalent governing body of Parent; (c) any involvement, other than through the voting of shares, in the substantive decision-making
of Parent regarding (i) the use, development, acquisition, or release of any “critical technology” (as defined in the
DPA), (ii) the use, development, acquisition, safekeeping, or release of “sensitive personal data” (as defined in the
DPA) of U.S. citizens maintained or collected by Parent, or (iii) the management, operation, manufacture, or supply of “covered
investment critical infrastructure” (as defined in the DPA); or (iv) “control” of Parent (as defined in the DPA).
3.12 No
General Solicitation. Neither such Rollover Seller, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published
any advertisement in connection with the offer and acquisition of the Series A Preferred Stock.
3.13 Exculpation
Among Rollover Sellers. Such Rollover Seller acknowledges that it is not relying upon any Person, other than Parent and its officers
and directors, in making its investment or decision to invest in Parent. Such Rollover Seller agrees that neither any Rollover Seller
nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Rollover Seller shall be liable to
any other Rollover Seller for any action heretofore taken or omitted to be taken by any of them in connection with the acquisition of
the Series A Preferred Stock.
3.14 Residence.
If such Rollover Seller is an individual, then such Rollover Seller resides in the state or province identified in the address of such
Rollover Seller set forth on Schedule A attached hereto; if such Rollover Seller is a partnership, corporation, limited liability
company or other entity, then the office or offices of such Rollover Seller in which its principal place of business is identified in
the address or addresses of such Rollover Seller set forth on Schedule A attached hereto.
Article 4
closing conditions
4.1 Conditions
to Sellers’ Obligations. The obligations of each Seller to deliver such Seller’s Transferred Shares pursuant to the terms
of this Agreement are subject to the fulfillment, on or before the Rollover and Sale Closing, of each of the following conditions, unless
otherwise waived by the Sellers:
4.1.1 Representations
and Warranties. The representations and warranties of Parent contained in Article 2 shall be true and correct in all
respects as of the Rollover and Sale Closing.
4.1.2 Performance.
Parent shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by Parent on or before the Rollover and Sale Closing.
4.1.3 Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state
that are required in connection with the lawful issuance of the Series A Preferred Stock pursuant to this Agreement shall be obtained
and effective as of the Rollover and Sale Closing.
4.1.4 Compliance
Certificate. The Chief Executive Officer of Parent shall deliver to the Sellers at the Rollover and Sale Closing a certificate certifying
that the conditions specified in Sections 4.1.1 and 4.1.2 have been fulfilled.
4.1.5 Board
of Directors. As of the Rollover and Sale Closing, the authorized size of the Board of Directors of the Parent (the “Board”)
shall be five directors, and the Board shall be constituted as set forth in the Stockholders’ Agreement and the Restated Certificate.
4.1.6 Merger
Agreement. All conditions precedent to the closing of the transactions contemplated by the Merger Agreement (the “Transaction
Closing”) set forth in the Merger Agreement shall have been satisfied or waived as determined by the parties to the Merger
Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing, but subject to satisfaction
or waiver by such party of such conditions as of the Transaction Closing).
4.1.7 Stockholders’
Agreement. Parent, each Rollover Seller (other than the Rollover Seller relying upon this condition to excuse such Rollover Sellers’
performance hereunder), and the other stockholders of Parent named as parties thereto, shall have executed and delivered the Stockholders’
Agreement in the form attached hereto as Exhibit G (the “Stockholders’ Agreement”).
4.1.8 Restated
Certificate and Bylaws. Parent shall have adopted and filed with the Secretary of State of the State of Delaware on or before the
Closing the Amended and Restated Certificate of Incorporation in the form of Exhibit E attached to this Agreement (the “Restated
Certificate”) and shall have amended and restated the Bylaws of Parent in the form attached hereto as Exhibit D.
4.1.9 Secretary’s
Certificate. The Secretary of Parent shall have delivered to the Sellers at the Rollover and Sale Closing a certificate certifying
(a) the Certificate of Incorporation and Bylaws of Parent as in effect at the Rollover and Sale Closing, (b) resolutions of
the Board of Directors of Parent approving this Agreement and the other Transaction Agreements and the transactions contemplated under
this Agreement and the other Transaction Agreements, and (c) resolutions of the stockholders of Parent approving the Restated Certificate.
4.1.10 Contemporaneous
Issuance. The Common Equity Investments shall have been consummated prior to or concurrently with the Rollover and Sale Closing.
4.1.11 Available
Financing. The Chief Executive Officer of Parent shall have delivered to the Sellers two (2) business days prior to the Rollover
and Sale Closing a certificate certifying that Parent has sufficient available funds to complete the Transaction Closing and pay, if
applicable, the Rollover Excess Amount and such certificate shall include supporting data reflecting such finances, including without
limitation, a detailed funds flow, bank account ledger, escrow statements and debt financing commitments.
4.1.12 Capitalization
Table. The Chief Executive Officer of Parent shall have delivered to the Rollover Sellers two (2) business days prior to the
Rollover and Sale Closing a certificate certifying to the accuracy of a pro forma equity capitalization table of Parent giving effect
to the transactions contemplated by this Agreement and the Common Equity Investments, which shall be attached to such certificate and
reflect the capitalization table set forth in Section 2.2.2 of the Disclosure Schedule.
4.2 Conditions
to Parent’s Obligations. The obligations of Parent to deliver the Series A Preferred Stock and pay the Rollover Excess
Amount pursuant to the terms of this Agreement are subject to the fulfillment, on or before the Rollover and Sale Closing, of each of
the following conditions, unless otherwise waived by Parent:
4.2.1 Representations
and Warranties. The representations and warranties of each Seller contained in Article 3 shall be true and correct in
all respects as of the Rollover and Sale Closing other than de minimis changes.
4.2.2 Performance.
Each Seller shall have, in all material respects, performed and complied with all covenants, agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by them on or before the Rollover and Sale Closing.
4.2.3 Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state
that are required in connection with the lawful issuance of the Series A Preferred Stock pursuant to this Agreement shall be obtained
and effective as of the Transaction Closing.
4.2.4 Merger
Agreement. All conditions precedent to the Transaction Closing shall have been satisfied or waived as determined by the parties to
the Merger Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing, but subject
to satisfaction or waiver by such party of such conditions as of the Transaction Closing).
4.2.5 Stockholders’
Agreement. Each Rollover Seller, and the other stockholders of Parent named as parties thereto shall have executed and delivered
the Stockholders’ Agreement.
Article 5
MISCELLANEOUS
5.1 Termination.
If the Merger Agreement is validly terminated for any reason pursuant to its terms, this Agreement will automatically terminate in its
entirety.
5.2 Survival
of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of Parent and the Sellers contained
in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Transaction Closing and shall
in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Sellers or Parent;
provided, that if this Agreement is terminated pursuant to Section 5.1, the representations and warranties of Parent
and the Sellers contained in or made pursuant to this Agreement shall terminate upon such date of termination.
5.3 Successors
and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
5.4 Governing
Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles
that would result in the application of any law other than the law of the State of Delaware.
5.5 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
5.6 Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.
5.7 Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid,
or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business
day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set
forth on the signature page or Schedule A, or to such e-mail address, facsimile number or address as subsequently modified
by written notice given in accordance with this Section 5.7. If notice is given to Parent, a copy shall also be sent to K&L
Gates LLP, 1 Park Plaza, Twelfth Floor, Irvine, CA 92614, Attention: Michael Hedge, Email: michael.hedge@klgates.com and if notice
is given to the Sellers, a copy shall also be given to Dechert LLP, 300 South Tryon Street, Suite 800, Charlotte, NC, 28202, Attention:
David Cosgrove, Email: david.cosgrove@dechert.com.
5.8 No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection
with this transaction. Each Seller agrees to indemnify and to hold harmless Parent from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which each Rollover Seller or any of its officers, employees or representatives is responsible.
Parent agrees to indemnify and hold harmless each Seller from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which Parent or any of its officers, employees or representatives is responsible.
5.9 Transaction
Costs. At the Transaction Closing, Parent shall (i) pay (or reimburse the Sellers for) the reasonable fees and expenses of Dechert
LLP, the counsel for the Sellers and (ii) pay (or reimburse Gen IV Investment Opportunities, LLC and/or its affiliates (collectively,
“LS Power”)) for the reasonable fees and expenses incurred by LS Power, in each case, in respect of the negotiation
and consummation of the Transaction Agreement and the transactions contemplated therein, in an amount not to exceed, in the aggregate,
$300,000. Except for the immediately preceding sentence or as otherwise set forth in this Agreement or any other agreement between a
Seller and Parent, each party hereto shall pay its own fees, costs and expenses incurred in connection herewith and the transactions
contemplated hereby, including the fees, costs and expenses of its financial advisors, accountants and counsel.
5.10 Amendments
and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of Parent and the written
consent of a majority of the Sellers (such majority to be determined using the number of Transferred Shares held by such Seller as of
the date of such amendment, termination or waiver); provided, that any amendments, changes or modifications to the number of Rollover
Shares contributed, the number of Series A Preferred Stock issued hereunder, or the Rollover Value shall, in each case, require
the written consent of each Rollover Seller. Any amendment or waiver effected in accordance with this Section 5.10 shall
be binding upon the Sellers and each transferee of Series A Preferred Stock (or the Common Stock issuable upon conversion thereof),
each future holder of all such securities, and Parent.
5.11 Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
5.12 Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach
or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting
party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must
be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement
or by law or otherwise afforded to any party, shall be cumulative and not alternative.
5.13 Entire
Agreement. This Agreement (including the Schedules hereto), the Restated Certificate and the other Transaction Agreements constitute
the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written
or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.
5.14 Specific
Performance. Each of the parties hereby agrees that there is no adequate remedy at law for the damage which any party might sustain
if the other party fails to perform the specific terms and conditions of this Agreement or otherwise breach its terms. Accordingly, the
parties agree that in the event of any breach or threatened breach by any party of any covenant, obligation or other provision set forth
in this Agreement, any other party shall be entitled, at each such party’s option, to the remedies of specific performance and
an injunction or injunctions, in each case, to prevent any breaches of this Agreement and to enforce specifically the terms and provisions
hereof, without proof of actual damages or otherwise, in addition to all other remedies at law or in equity available to such party.
5.15 Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State
of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in the state courts of the State of Delaware or the United States District Court for
the District of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such
suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue
of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF
THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS
WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.
5.16 Indemnification
Agreement. Upon the written request of any Seller on or after the Transaction Closing, Parent shall execute an Indemnification Agreement
in the form of Exhibit E attached to this Agreement with any Preferred Director (as defined in the Stockholder Agreement).
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused
this Contribution, Rollover and Sale Agreement to be duly executed, as of the date first above written.
| | Parent: |
| | |
| | FURY RESOURCES, INC., |
| | a Delaware corporation |
| | |
| | By: |
|
| | |
Name: |
Ariella Fuchs |
| | |
Title: |
President and General Counsel |
| | |
| | Address: |
| | |
| | |
17503 La Cantera
Parkway, Suite 104-603 |
| | |
San Antonio, TX 78257 |
[Signature Page to
Amended and Restated Contribution, Rollover and Sale Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Contribution, Rollover and Sale Agreement to be duly executed, as of the date first above written.
| | ROLLOVER
SELLERS: |
| | |
| | [signature blocks to
be inserted] |
[Signature Page to
Amended and Restated Contribution, Rollover and Sale Agreement]
Schedule A
Rollover Value and Rollover Sellers
Rollover Value per Rollover Share:
| Rollover
Share |
Rollover
Value |
| Series A
Share |
$1,369.21;
provided, that if the Rollover and Sale Closing does not take place on or prior to September 30, 2024, such amount shall increase
at an annual rate of 16% from and after such date until the Rollover and Sale Closing occurs. |
| Series A-1
Share |
$1,277.28;
provided, that if the Rollover and Sale Closing does not take place on or prior to September 30, 2024, such amount shall increase
at an annual rate of 16% from and after such date until the Rollover and Sale Closing occurs. |
| Series A-2
Share |
$1,276.99;
provided, that if the Rollover and Sale Closing does not take place on or prior to September 30, 2024, such amount shall increase
at an annual rate of 16% from and after such date until the Rollover and Sale Closing occurs. |
| Series A-3
Share |
$1,137.91;
provided, that if the Rollover and Sale Closing does not take place on or prior to September 30, 2024, such amount shall increase
at an annual rate of 16% from and after such date until the Rollover and Sale Closing occurs. |
| Series A-4
Share |
$1,129.53;
provided, that if the Rollover and Sale Closing does not take place on or prior to September 30, 2024, such amount shall increase
at an annual rate of 16% from and after such date until the Rollover and Sale Closing occurs. |
| New
Preferred Stock |
The
Redemption Price determined pursuant to Section 8(a) of the New Series Certificate of Designation as of the Rollover
and Sale Closing Date (determined as if this Agreement, and the other ancillary agreements to which the Sellers are parties, had
not been entered into). |
Rollover Sellers
| Rollover Seller |
Rollover Shares as of September [ ], 2024 |
Maximum Rollover Amount |
| |
Series A Shares |
Series A-1 Shares |
Series A-2 Shares |
Series A-3 Shares |
Series A-4 Shares |
|
|
Name:
Luminus Energy Partners Master Fund, Ltd
Address:
c/o Luminus Management, LLC
1811 Bering Drive
Suite 400
Houston, TX 77057
Attn: Jonathan Barrett
E-mail: jbarrett@luminusmgmt.com |
13,336 |
20,269 |
17,211 |
9,835 |
9,835 |
$88,427,485.00 |
|
Name:
OCM HLCN HOLDINGS, L.P.
Address:
c/o Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Attention: Jordan Mikes
E-mail: jmikes@oaktreecapital.com |
6,526 |
9,921 |
11,159 |
6,376 |
6,376 |
$50,314,480.00 |
|
Name:
Gen IV Investment Opportunities, LLC
Address:
1700 Broadway, 35th floor
New York, NY 10019
Attention: David Chang
E-mail: dchang@LS power.com
|
5,138 |
7,810 |
6,630 |
3,789 |
3,789 |
$34,068,318 |
Schedule B
Disclosure Schedule
Section 2.2.2
[***]
Exhibit A
Form of Certificate of Designations
for New Preferred Stock
Exhibit B
Series A Preferred Stock Purchase Agreement
Exhibit C
Subscription Agreement
Exhibit D
Form of Amended and Restated Bylaws
Exhibit E
Form of Amended and Restated Certificate
of Incorporation
Exhibit F
Form of Indemnification Agreement
Exhibit G
Form of Stockholders’ Agreement
Exhibit 99.1
Battalion Oil Corporation Announces Amendment to Merger Agreement with Fury Resources, Inc.
Houston,
Texas, Sept. 19, 2024 -- Battalion Oil Corporation (NYSE American: BATL) (“Battalion” or the “Company”)
announced today that it has entered into an amendment to the previously disclosed Agreement and Plan of Merger (as amended, the “Merger
Agreement”) with Fury Resources, Inc. (“Buyer” or “Parent”), pursuant to which Parent has agreed to acquire
all of the outstanding shares of Common Stock of the Company (the “Common Stock”) for $7.00 per share in cash, without
interest (the “Merger Consideration”). The holders of all of the outstanding shares of the Preferred Stock of the Company,
Luminus Management, LLC (“Luminus”), Gen IV Investment Opportunities, LLC, and funds and accounts managed by Oaktree Capital
Management, L.P. (“Oaktree”), or their respective affiliates (collectively, the “Rollover Stockholders”), have
agreed to contribute to Buyer all of their shares of Preferred Stock of the Company in exchange for new preferred shares of Buyer at a
valuation based on the redemption value of such Company Preferred Stock.
The transaction
is expected to close in the fourth quarter of 2024, subject to various closing conditions as set forth in the Merger Agreement, including
the approval of Battalion’s stockholders.
Parent has confirmed to the Company that it
has received the following capital commitments to complete the transactions contemplated by the Merger Agreement:
| · | $200 million
in debt commitments from Fortress Credit Corp. and AI Partners Asset Management Co., Ltd; |
| · | $188 million
in total Preferred Stock commitments from a combination of the Rollover Stockholders listed above ($173 million) and AI Partners Asset
Management Co., Ltd. ($15 million); |
| · | $160 million
in equity commitments to acquire new shares of common stock of Parent. |
Post-transaction,
net of acquisition consideration and fees, Parent is expected to have approximately $100 million in cash on the balance sheet.
As previously
disclosed, in connection with the transactions contemplated by the Merger Agreement, Luminus and Oaktree, who collectively own 61.61%
of the Common Stock of the Company, had entered into a Voting Agreement with Buyer pursuant to which they have agreed, among other things,
to vote 6,254,652 of their shares of Common Stock, which in the aggregate represents 38% of the total voting power of the shares of capital
stock of the Company, in favor of adopting the Merger Agreement.
For Battalion,
Houlihan Lokey Capital, Inc. acted as financial advisor and Mayer Brown LLP is acting as legal counsel. Jefferies LLC acted as financial
advisor and K&L Gates LLP is acting as legal counsel to Buyer.
Avi Mirman,
Co-Founder and Chairman of Fury Resources stated “With this acquisition, Fury has secured a foothold in one of the world’s
most prolific basins. Our team has significant experience in the region, and we believe these assets present a compelling value proposition
for our investors. With a deep inventory of high return locations and consolidation opportunities in the area, we believe this asset can
be scaled quickly and provide a meaningful return to our investors. We have strong institutional support for this transaction, including
the Rollover Stockholders. We view their decision to stay in the investment opportunity as a strong vote of confidence in our ability
to deliver results and are excited for us to get to work.
I’m
excited to have Richard Little, the former CEO of Battalion, back to unlock the potential of these assets by accelerating development,
tapping into new reserves and advancing the gas processing capabilities in the area” added Mr. Mirman. “Finally, I especially
want to thank both the Fury and Battalion teams for their tenacity in reaching this objective, both for the benefit of BATL common stockholders
and Fury Resources post-transaction. This is a win-win.”
Matt Steele,
Battalion CEO, commented, “I echo Mr. Mirman’s comments. This transaction has taken longer than anyone at the table intended.
Despite that, the teams persevered to achieve the best outcome for BATL stockholders. The company and Fury will work diligently in the
coming months to close this transaction and position Fury for a successful transition.”
About
Battalion
Battalion
Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and
natural gas properties in the United States.
About
Fury
Fury Resources,
Inc. (“Fury Resources”) is a privately held exploration and production company focused on value creation through the acquisition
and exploitation of assets in the Permian Basin. The team is comprised of core individuals who are long-term oil and gas veterans, and
have in the past successfully grown Lilis Energy, Inc., a struggling $3MM market cap exploration and production company to well over $550MM,
by the acquisition, organic growth, and development of Permian Basin properties. With expertise and talent in the team, Fury Resources
is positioned and capitalized to grow in the area organically and through future acquisitions. To learn more, visit Fury Resource’s
website at www.furyresources.com.
Important
Information for Investors and Stockholders
This communication
is being made in respect of the proposed transaction involving the Company and Parent. In connection with the proposed transaction, the
Company intends to file the relevant materials with the SEC, including a proxy statement on Schedule 14A and a transaction statement
on Schedule 13e-3 (the “Schedule 13e-3”). Promptly after filing its definitive proxy statement with the SEC,
the Company will mail the definitive proxy statement and a proxy card to each stockholder of the Company entitled to vote at the special
meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement, the Schedule 13e-3
or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction.
The materials to be filed by the Company will be made available to the Company’s investors and stockholders at no expense to them
and copies may be obtained free of charge on the Company’s website at www.battalionoil.com. In addition, all of those materials
will be available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of the Company are urged to read
the proxy statement, the Schedule 13e-3 and the other relevant materials when they become available before making any voting or investment
decision with respect to the proposed transaction because they contain important information about the Company and the proposed transaction.
The Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the
solicitation of proxies of the Company stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders
may obtain more detailed information regarding the names, affiliations and interests of the Company’s executive officers and directors
in the solicitation by reading the Company’s Annual Report on Form 10-K, as amended on Form 10-K/A, for the fiscal year
ended December 31, 2023, and the proxy statement, the Schedule 13e-3 and other relevant materials that will be filed with the
SEC in connection with the proposed transaction when they become available. Information concerning the interests of the Company’s
participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will
be set forth in the proxy statement relating to the proposed transaction and the Schedule 13e-3 when they become available.
Cautionary
Information Regarding Forward-Looking Statements
All statements
and assumptions in this communication that do not directly and exclusively relate to historical facts could be deemed “forward-looking
statements.” Forward-looking statements are often identified by the use of words such as “anticipates,” “believes,”
“estimates,” “expects,” “may,” “could,” “should,” “forecast,”
“goal,” “intends,” “objective,” “plans,” “projects,” “strategy,”
“target” and “will” and similar words and terms or variations of such. These statements represent current intentions,
expectations, beliefs or projections, and no assurance can be given that the results described in such statements will be achieved. Forward-looking
statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance
and outlook of the Company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction
and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. Such statements
are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from
those described in such statements, many of which are outside of the Company’s control. Important factors that could cause actual
results to differ materially from those described in forward-looking statements include, but are not limited to, (i) the risk that
the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise,
the required approvals of the proposed transaction by the Company’s stockholders; (iii) the possibility that any or all of
the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive
any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on
such approvals); (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the occurrence
of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to
the proposed transaction, including in circumstances, which would require the Company to pay a termination fee; (vi) the effect of
the announcement or pendency of the proposed transaction on the Company’s ability to attract, motivate or retain key executives
and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating
results and business generally; (vii) risks related to the proposed transaction diverting management’s attention from the Company’s
ongoing business operations; (viii) the amount of costs, fees and expenses related to the proposed transaction; (ix) the risk
that the Company’s stock price may decline significantly if the Merger is not consummated; (x) the risk of stockholder litigation
in connection with the proposed transaction, including resulting expense or delay; and (xi) other factors as set forth from time
to time in the Company’s filings with the SEC, including its Annual Report on Form 10-K, as amended, for the fiscal year ended
December 31, 2023, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with
the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. The Company
does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances
after the date of this communication or to reflect the occurrence of unanticipated events except as required by law.
Contact
Matthew B. Steele
Chief Executive Officer
832-538-0300
www.battalionoil.com
Grafico Azioni Battalion Oil (AMEX:BATL)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Battalion Oil (AMEX:BATL)
Storico
Da Set 2023 a Set 2024
