As filed with the Securities and Exchange Commission on March 22, 2021June 28, 2023

Registration No. 333-            333-272776

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

FormFORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Chevron Corporation

(Exact name of registrant as specified in its charter)

Delaware291194-0890210
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

6001 Bollinger Canyon Road

San Ramon, California 94583-2324

(925) 842-1000

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Mary A. Francis

Corporate Secretary and Chief Governance Officer

Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, California 94583-2324

(925) 842-1000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Ryan J. Maierson
Kevin M. Richardson

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

(713) 546-7400

Joshua Davidson

Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this registration statement becomes effective and upon consummation of the

merger described in the enclosed information statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
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 7(a)(2)(B) of the Securities Act.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)                    ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)          ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered Amount to be
Registered(1)
 Proposed Maximum
Offering Price Per
Share
 Proposed Maximum
Aggregate Offering
Price(2)
 Amount of
Registration
Fee(3)

Common Stock, par value $0.75 per share

 4,754,327 $14.44 

$489,729,163.30

 

$53,429.46

(1)

The number of shares of common stock, par value $0.75 per share (“Chevron Common Stock”), of Chevron Corporation (“Chevron”) being registered is based upon an estimate of (a) the maximum number of common units representing limited partner interests (“NBLX Common Units”) other than NBLX Common Units held directly or indirectly by Chevron and its subsidiaries (all such NBLX Common Units held by persons other than Chevron and its subsidiaries, the “NBLX Public Common Units”) of Noble Midstream Partners LP (“NBLX”) that will be outstanding immediately prior to the Merger (as defined herein) and exchanged for such registered shares of Chevron Common Stock in connection with the Merger (including Partnership LTIP Awards (as defined herein) that, whether vested or not vested, will cease to relate to or represent a right with respect to an NBLX Common Unit and shall be converted into an award relating to shares of Chevron Common Stock on the same terms and conditions as were applicable to the corresponding Partnership LTIP Award (a “Converted Parent Award”), except that the number of shares of Chevron Common Stock covered by each such Converted Parent Award shall be equal to the number of NBLX Common Units subject to the corresponding Partnership LTIP Award multiplied by the Exchange Ratio (as defined herein), rounded up to the nearest whole unit), multiplied by (b) the Exchange Ratio of 0.1393 shares of Chevron Common Stock for each such NBLX Public Common Unit, and includes an additional 30,000 shares of Chevron Common Stock that may be issuable as a result of the provision of the Merger Agreement (as defined herein) that rounds up to the nearest share in lieu of issuing fractional shares (the shares of Chevron Common Stock to be issued in the Merger, the “Merger Consideration”).

(2)

The proposed maximum aggregate offering price was calculated based upon the market value of the NBLX Public Common Units, the securities to be converted into the right to receive the Merger Consideration in the Merger, in accordance with Rules 457(c) and 457(f) under the Securities Act of 1933, as amended, as follows: the product of (a) $14.44, which is the average of the high and low prices of an NBLX Common Unit as reported on The NASDAQ Stock Market LLC on March 19, 2021, and (b) 33,914,762, which is the estimated maximum number of NBLX Public Common Units (including Converted Parent Awards) that may be exchanged for shares of Chevron Common Stock in the Merger.

(3)

Calculated by multiplying the proposed maximum aggregate offering price by .0001091.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.


The information in this document is not complete and may be changed. Chevron Corporation may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED MARCH 22, 2021

LOGO     LOGO

On March 4, 2021, Chevron Corporation, a Delaware corporation (“Chevron”), Cadmium Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Chevron (“Holdings”), Cadmium Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), Noble Midstream Partners LP, a Delaware limited partnership (“NBLX”), and Noble Midstream GP LLC, a Delaware limited liability company and the general partner of NBLX (the “General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into NBLX, with NBLX surviving as an indirect, wholly owned subsidiary of Chevron (the “Merger”).

Pursuant to the Merger Agreement, (i) each common unit representing limited partner interests in NBLX (“NBLX Common Units”) outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than NBLX Common Units held directly or indirectly by Chevron and its subsidiaries (all such NBLX Common Units held by persons other than Chevron and its subsidiaries, the “NBLX Public Common Units,” and the holders of such units, the “NBLX Public Unitholders”), will be converted into the right to receive 0.1393 shares (the “Exchange Ratio”) of common stock, par value $0.75 per share, of Chevron (“Chevron Common Stock,” and the shares of Chevron Common Stock to be issued in the Merger, the “Merger Consideration”), and (ii) each of the outstanding equity awards relating to an NBLX Common Unit issued under the Partnership Long-Term Incentive Plan (as defined in the Merger Agreement) (each, a “Partnership LTIP Award”), whether vested or not vested, will cease to relate to or represent a right with respect to an NBLX Common Unit and shall be converted into an award relating to shares of Chevron Common Stock on the same terms and conditions as were applicable to the corresponding Partnership LTIP Award (a “Converted Parent Award”) (including the right to receive dividend or dividend equivalents with respect to such Converted Parent Award if the corresponding Partnership LTIP Award included distribution or distribution equivalent rights), except that the number of shares of Chevron Common Stock covered by each such Converted Parent Award shall be equal to the number of NBLX Common Units subject to the corresponding Partnership LTIP Award multiplied by the Exchange Ratio, rounded up to the nearest whole unit. The interests in NBLX owned by Chevron and its subsidiaries will remain outstanding as limited partner interests in the surviving entity. The non-economic general partner interest in NBLX held by the General Partner will continue as a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity. No fractional shares of Chevron Common Stock will be issued in the Merger; instead, all fractional shares of Chevron Common Stock to which an NBLX Public Unitholder otherwise would have been entitled will be aggregated and the resulting fraction of a share of Chevron Common Stock will be rounded up to the nearest whole share of Chevron Common Stock. Existing stockholders of Chevron (the “Chevron Stockholders”) will continue to own their existing Chevron Common Stock following completion of the Merger.

On March 4, 2021, the conflicts committee (the “Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”), by unanimous vote (a) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders, (b) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (the foregoing constituting “Special Approval” as defined in the Second Amended and Restated Agreement of Limited Partnership of NBLX, dated November 14, 2019 (the “Partnership Agreement”)), (c) resolved to recommend to the GP Board the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, and (d) resolved to recommend to the GP Board that the GP Board recommend the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, to the limited partners of NBLX (the “NBLX Limited Partners”).

On March 4, 2021, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote (a) determined that the forms, terms and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are in, or not adverse to, the interests of NBLX and the NBLX Limited Partners, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the respective transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (c) directed that the adoption of the Merger Agreement and the approval of the Merger be submitted to a vote of the NBLX Limited Partners and authorized the NBLX Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by NBLX requires the affirmative vote or written consent of the holders of a majority of the outstanding NBLX Common Units. On March 4, 2021, Chevron caused NBL Midstream, LLC, a Delaware limited liability company and its indirect, wholly owned subsidiary (“NBL”), which beneficially owns 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units, to deliver a written consent (the “Written Consent”) approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent is sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the NBLX Limited Partners.

This information statement/prospectus provides you with detailed information about the proposed Merger and related matters. Chevron and NBLX both encourage you to read the entire document carefully. In particular, see the section titled Risk Factorsbeginning on page 12for a discussion of risks related to the Merger, the tax consequences of the Merger and ownership of the Chevron Common Stock received in the Merger, an investment in Chevron Common Stock, and Chevrons business following the consummation of the Merger.

Chevron Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CVX,” and NBLX Common Units are listed on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “NBLX.”

Michael K. WirthRobin H. Fielder
Chairman of the Board of Directors of
Chevron Corporation and Chief Executive Officer
President, Chief Executive Officer and Director of
Noble Midstream GP LLC

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED THAT THIS INFORMATION STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This information statement/prospectus is dated [                     ], 2021 and is first being mailed to NBLX Limited Partners on or about [                    ], 2021.


LOGO

1001 Noble Energy Way

Houston, Texas 77070

INFORMATION STATEMENT

NOTICE OF ACTION BY WRITTEN CONSENT

MERGER – WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND

US A PROXY

To the limited partners of Noble Midstream Partners LP:

On March 4, 2021, Noble Midstream Partners LP (“NBLX”) entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) with Noble Midstream GP LLC, the general partner of NBLX (the “General Partner”), Chevron Corporation (“Chevron”), Cadmium Holdings Inc., a wholly owned subsidiary of Chevron (“Holdings”), and Cadmium Merger Sub LLC, a wholly owned subsidiary of Holdings (“Merger Sub”), pursuant to which Merger Sub will merge with and into NBLX, with NBLX surviving as an indirect, wholly owned subsidiary of Chevron (the “Merger”).

On March 4, 2021, the conflicts committee (the “Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”), by unanimous vote (a) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders, (b) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (the foregoing constituting “Special Approval” as defined in the Second Amended and Restated Agreement of Limited Partnership of NBLX, dated November 14, 2019 (the “Partnership Agreement”)), (c) resolved to recommend to the GP Board the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, and (d) resolved to recommend to the GP Board that the GP Board recommend the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, to the limited partners of NBLX (the “NBLX Limited Partners”).

On March 4, 2021, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote (a) determined that the forms, terms and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are in, or not adverse to, the interests of NBLX and the NBLX Limited Partners, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the respective transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (c) directed that the adoption of the Merger Agreement and the approval of the Merger be submitted to a vote of the NBLX Limited Partners and authorized the NBLX Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

Pursuant to the Partnership Agreement, the approval of the Merger and the adoption of the Merger Agreement by NBLX also requires the affirmative vote or written consent of the holders of a majority of the outstanding NBLX Common Units. The GP Board set the close of business on March 4, 2021, as the record date (the “Record Date”) for determining the limited partners of NBLX (“NBLX Limited Partners”) entitled to consent in writing to adopt the Merger Agreement and approve the Merger. On March 4, 2021, Chevron caused NBL Midstream, LLC, a Delaware limited liability company and its indirect, wholly owned subsidiary (“NBL”), which beneficially owns 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units, to deliver a written consent (the “Written Consent”) approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the

i


Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the NBLX Limited Partners. For this reason, this information statement/prospectus is being provided to you for informational purposes only. NBLX has not solicited and is not soliciting your adoption and approval of the Merger Agreement.

The accompanying information statement/prospectus describes the Merger Agreement, the Merger, and the actions to be taken in connection with the Merger, as well as provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to the accompanying information statement/prospectus.

By order of the Board of Directors of Noble Midstream GP LLC

Robin H. Fielder

President, Chief Executive Officer and Director of Noble Midstream GP LLC

ii


IMPORTANT NOTE ABOUT THIS INFORMATION STATEMENT/PROSPECTUS

This information statement/prospectus incorporates by reference important business and financial information about Chevron and NBLX and their respective subsidiaries from documents filed with the Securities and Exchange Commission (“SEC”) that have not been included in or delivered with this information statement/prospectus. This information is available without charge at the SEC’s website at www.sec.gov. You may also obtain certain of these documents at Chevron’s website, www.chevron.com, and NBLX’s website, www.nblmidstream.com. Information contained on the websites of Chevron and NBLX does not constitute part of this information statement/prospectus. See “Where You Can Find More Information.”

You may also request copies of publicly filed documents from Chevron without charge by requesting them in writing or by telephone at the following address and telephone number:

Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, California 94583-2324

Telephone: (925) 842-1000

You may also request copies of publicly filed documents from NBLX without charge by requesting them in writing or by telephone at the following address and telephone number:

Noble Midstream Partners LP

Noble Midstream GP LLC

1001 Noble Energy Way

Houston, Texas 77070

Telephone: (281) 872-3100

If you request any such documents, Chevron or NBLX will mail them to you by first class mail, or another equally prompt means, after receipt of your request. To receive timely delivery of the documents, your request must be received no later than [], 2021.

The sections entitled “Questions and Answers” and “Summary” below highlight selected information from this information statement/prospectus, but they do not include all of the information that may be important to you. To better understand the Merger Agreement and the Merger, and for a more complete description of legal terms thereof, you should carefully read this entire information statement/prospectus, including the section entitled “Risk Factors” and the Merger Agreement, a copy of which is attached as Annex A hereto, as well as the documents that are incorporated by reference into this information statement/prospectus. See “Where You Can Find More Information.”

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this information statement/prospectus. You should not assume that the information contained in, or incorporated by reference into, this information statement/prospectus is accurate as of any date other than, in the case of this information statement/prospectus, the date on the front cover of this information statement/prospectus and, in the case of information incorporated by reference, the respective dates of such referenced documents. Neither the mailing of this information statement/prospectus to NBLX Limited Partners nor the issuance by Chevron of shares of Chevron Common Stock as Merger Consideration in connection with the Merger will create any implication to the contrary.

iii


TABLE OF CONTENTS

IMPORTANT NOTE ABOUT THIS INFORMATION STATEMENT/PROSPECTUS

iii

QUESTIONS AND ANSWERS

v

SUMMARY

1

COMPARATIVE MARKET PRICES AND CASH DIVIDEND/DISTRIBUTION INFORMATION

10

RISK FACTORS

12

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

18

INFORMATION ABOUT THE COMPANIES

20

WRITTEN CONSENTS OF NBLX LIMITED PARTNERS

22

THE MERGER

23

THE MERGER AGREEMENT

52

COMPARISON OF RIGHTS OF CHEVRON STOCKHOLDERS AND NBLX UNITHOLDERS

66

DESCRIPTION OF CHEVRON CAPITAL STOCK

84

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

86

HOUSEHOLDING OF INFORMATION STATEMENT/PROSPECTUS

90

LEGAL MATTERS

91

EXPERTS

91

WHERE YOU CAN FIND MORE INFORMATION

92

iv


QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some questions that you may have regarding the Merger and the Merger Agreement. We urge you to carefully read the remainder of this information statement/prospectus because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Merger and the Merger Agreement. Additional important information is also contained in the annexes and the documents incorporated by reference into this information statement/prospectus. You may obtain the information incorporated by reference into this information statement/prospectus without charge by following the instructions under “Where You Can Find More Information.”

Q:

Why am I receiving these materials?

A:

On March 4, 2021, Chevron, NBLX, the General Partner, Holdings and Merger Sub, entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into NBLX, with NBLX surviving as an indirect, wholly owned subsidiary of Chevron. The Merger Agreement is described in this information statement/prospectus and attached as Annex A hereto. You are receiving this document in connection with the Chevron Stock Issuance to NBLX Public Unitholders in accordance with the terms of the Merger Agreement. The delivery of the Written Consent by NBL is sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the NBLX Limited Partners. You are not being asked for a proxy, and you are requested not to send a proxy.

Q:

Why are Chevron and NBLX proposing the Merger?

A:

Chevron and NBLX believe that the Merger will benefit both Chevron Stockholders and NBLX Public Unitholders. See “The Merger—Chevron’s Rationale for the Transaction” and “The Merger—Approval of the Conflicts Committee and the GP Board and Their Reasons for the Merger.”

Q:

What will NBLX Public Unitholders be entitled to receive in the Merger?

A:

If the Merger is successfully completed, subject to any applicable withholding tax, each NBLX Public Unitholder as of the Effective Time will be entitled to receive 0.1393 shares of Chevron Common Stock in exchange for each NBLX Public Common Unit held by such NBLX Public Unitholder at the Effective Time.

This Exchange Ratio is fixed and will not be adjusted to reflect changes in the stock or unit price of either company before the merger is complete. The Exchange Ratio will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock or units of either Chevron or NBLX with a record date between the date of the Merger Agreement and the completion of the Merger. No fractional shares of Chevron Common Stock will be issued in the Merger. Instead of receiving any fractions of a share of Chevron Common Stock, all fractions of shares of Chevron Common Stock to which an NBLX Public Unitholder would otherwise have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of Chevron Common Stock. See “The Merger Agreement—The Merger; Effective Time; Closing.”

Q:

What will happen to NBLX as a result of the Merger?

A:

If the Merger is successfully completed, Merger Sub will be merged with and into NBLX, with NBLX surviving as an indirect, wholly owned subsidiary of Chevron. NBLX Common Units will cease to be publicly traded following the Merger, will be delisted from the NASDAQ and will be deregistered under the Exchange Act.

v


Q:

When will the Merger be completed?

A:

Chevron and NBLX are working to complete the Merger as soon as possible. Certain conditions must be satisfied or waived before Chevron and NBLX can complete the Merger. See “The Merger Agreement— Conditions to Completion of the Merger.” Assuming timely satisfaction or waiver of the closing conditions, the Merger is expected to close in the second quarter of 2021.

Q:

What percentage of outstanding Chevron Common Stock will NBLX Public Unitholders own after the successful consummation of the Merger?

A:

If the Merger is successfully completed, based on the number of shares of Chevron Common Stock and NBLX Common Units outstanding as of March 15, 2021, the shares of Chevron Common Stock that the NBLX Public Unitholders receive in the Merger will collectively represent approximately 0.2% of the outstanding shares of Chevron Common Stock following completion of the Merger.

Q:

Will the shares of Chevron Common Stock acquired in the Merger be entitled to receive dividends?

A:

After the closing of the Merger (the “Closing”), all shares of Chevron Common Stock issued in exchange for NBLX Common Units will entitle the holder to the same dividends (if any) that all other holders of Chevron Common Stock will receive with respect to any dividend record date that occurs after the Effective Time. See “Comparative Market Prices and Cash Dividend/Distribution Information.”

Q:

Should NBLX Public Unitholders deliver their NBLX Common Units now?

A:

No. After the Merger is completed, any NBLX Common Units you hold as of the Effective Time in book entry form automatically will be converted into the right to receive the Merger Consideration. Because all NBLX Common Units are held in book entry form, no holder will need to deliver certificates to receive the Merger Consideration. If you own NBLX Common Units in street name, the shares of Chevron Common Stock you will receive in connection with the Merger should be credited to your account in accordance with the policies and procedures of your bank, broker, or other nominee within a few days following the closing date of the Merger.

Q:

Where will NBLX Common Units trade after the Merger?

A:

NBLX Common Units will cease to be publicly traded following the Merger, will be delisted from the NASDAQ, and will be deregistered under the Exchange Act. Chevron Common Stock will continue to trade on the NYSE under the symbol “CVX.”

Q:

What happens to future distributions with respect to NBLX Common Units?

A:

If the Merger is successfully consummated, all outstanding NBLX Common Units will be converted into the right to receive Chevron Common Stock at the Exchange Ratio and will no longer be entitled to receive quarterly distributions from NBLX with respect to the NBLX Common Units. For a description of the differences between the rights of Chevron Stockholders and the holders of NBLX Common Units (the “NBLX Unitholders”), see “Comparison of Rights of Chevron Stockholders and NBLX Unitholders.”

Q:

What approval by NBLX Limited Partners is required to approve the Merger Agreement and the transactions contemplated thereby, including the Merger?

A:

The approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, require the affirmative vote or consent of holders of at least a majority of the outstanding NBLX Common

vi


Units. The GP Board set the close of business on March 4, 2021, as the Record Date for determining the NBLX Limited Partners entitled to consent in writing to adopt the Merger Agreement and approve the Merger. On March 4, 2021, Chevron caused NBL, its indirect, wholly owned subsidiary, which beneficially owns 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units, to deliver a written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the NBLX Limited Partners. For this reason, this information statement/prospectus is being provided to you for informational purposes only. NBLX has not solicited and is not soliciting your adoption and approval of the Merger Agreement. No further action by any other NBLX Limited Partner is required under applicable law, and NBLX will not solicit the vote of NBLX Limited Partners for the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, and will not call a special meeting of NBLX Limited Partners for purposes of voting on the Merger Agreement and the Merger. You are not being asked for a proxy, and you are requested not to send a proxy.

Q:

What are the expected U.S. federal income tax consequences for an NBLX Public Unitholder as a result of the Merger?

A:

The receipt of shares of Chevron Common Stock in exchange for NBLX Public Common Units pursuant to the Merger Agreement will be a taxable transaction to U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) for U.S. federal income tax purposes. In such case, a U.S. Holder will generally recognize capital gain or loss on the receipt of shares of Chevron Common Stock in exchange for NBLX Public Common Units. However, a portion of this gain or loss, which could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by NBLX and its subsidiaries. Passive losses that were not deductible by a U.S. Holder in prior taxable periods because they exceeded a U.S. Holder’s share of NBLX’s income may become available to offset a portion of the gain recognized by such U.S. Holder. A U.S. Holder’s tax basis in the shares of Chevron Common Stock received in the Merger will equal the fair market value of such shares. The U.S. federal income tax consequences of the Merger to NBLX Public Unitholders and of the ownership and disposition of any shares of Chevron Common Stock received pursuant thereto will depend on the NBLX Public Unitholder’s particular tax situation. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the particular tax consequences to you of the Merger and of the ownership and disposition of any shares of Chevron Common Stock received by you in the Merger. See “Material U.S. Federal Income Tax Consequences.”

Q:

What are the expected U.S. federal income tax consequences for an NBLX Public Unitholder of the ownership of shares of Chevron Common Stock after the Merger is completed?

A:

Chevron is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by Chevron to a Chevron Stockholder who is a U.S. Holder will generally be included in such U.S. Holder’s income as ordinary dividend income to the extent of Chevron’s current or accumulated “earnings and profits” as determined under U.S. federal income tax principles. A portion of the cash distributed to Chevron Stockholders after the Merger may exceed Chevron’s current and accumulated earnings and profits. Distributions of cash in excess of Chevron’s current and accumulated earnings and profits will be treated as a non-taxable return of capital reducing a U.S. Holder’s adjusted tax basis in such U.S. Holder’s Chevron Common Stock and, to the extent the distribution exceeds such stockholder’s adjusted tax basis, as capital gain from the sale or exchange of such Chevron Common Stock. See “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of owning and disposing of Chevron Common Stock received in the Merger.

vii


Q:

Are NBLX Public Unitholders entitled to dissenters’ or appraisal rights in connection with the Merger?

A:

No. NBLX Public Unitholders do not have dissenters’ or appraisal rights under applicable law or contractual appraisal rights under the Partnership Agreement or the Merger Agreement.

Q:

What happens if the Merger is not consummated?

A:

If the Merger is not completed for any reason, you will not receive the Merger Consideration for any NBLX Common Units that you hold. In such case, the NBLX Common Units will remain outstanding and will continue to be listed and traded on the NASDAQ, and NBLX will remain a publicly traded limited partnership.

Q:

Who do I call if I have further questions about the Merger or the Merger Agreement?

A:

NBLX Unitholders who have questions about the Merger or who desire additional copies of this information statement/prospectus or other additional materials should contact:

Noble Midstream Partners LP

Noble Midstream GP LLC

1001 Noble Energy Way

Houston, Texas 77070

Telephone: (281) 872-3100

Attention: Secretary

viii


SUMMARY

This summary highlights information contained elsewhere in this information statement/prospectus and may not contain all of the information that is important to you. We urge you to carefully read the remainder of the information statement/prospectus, including the attached annexes, and the other documents to which we have referred you for a more complete understanding of the transactions discussed herein. See “Where You Can Find More Information.” We have included page references to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (see page 20)

Chevron Corporation

Chevron is a global energy company with substantial business activities in the following countries: Angola, Argentina, Australia, Bangladesh, Brazil, Canada, China, Egypt, Equatorial Guinea, Indonesia, Israel, Kazakhstan, Kurdistan Region of Iraq, Myanmar, Mexico, Nigeria, the Partitioned Zone between the Kingdom of Saudi Arabia and Kuwait, the Philippines, Republic of Congo, Singapore, South Korea, Thailand, the United Kingdom, the United States and Venezuela.

Chevron manages its investments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations.

Chevron has two business segments—Upstream and Downstream. Its upstream operations consist primarily of exploring for, developing, producing and transporting crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; and a gas-to-liquids plant. Its downstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil, refined products and lubricants; transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity petrochemicals, plastics for industrial uses and fuel and lubricant additives. The upstream and downstream activities of Chevron and its equity affiliates are widely dispersed geographically, with operations and projects in North America, South America, Europe, Africa, Middle East, Asia and Australia.

Chevron is incorporated in Delaware. Its principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000. Chevron’s website address is www.chevron.com. Information contained on Chevron’s website does not constitute part of this information statement/prospectus. Chevron’s Common Stock is publicly traded on the NYSE, under the ticker symbol “CVX.”

Additional information about Chevron is included in documents incorporated by reference in this information statement/prospectus. See “Where You Can Find More Information.”

Noble Midstream Partners LP and Noble Midstream GP LLC

NBLX is a Delaware limited partnership formed in December 2014 to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. NBLX currently provides crude oil, natural gas and water-related midstream services through long-term, fixed-fee contracts, as well as purchases crude oil from producers and sells crude oil to customers at various delivery points. NBLX’s business activities are conducted through four reportable segments: Gathering Systems (primarily includes crude oil gathering, natural gas gathering and processing, produced water gathering and crude oil sales), Fresh Water Delivery, Investments in Midstream Entities and Corporate.

The NBLX Common Units are listed on the NASDAQ under the symbol “NBLX.”

Additional information about NBLX is included in documents incorporated by reference into this information statement/prospectus. See “Where You Can Find More Information.”

The General Partner is the general partner of NBLX. Its board of directors and executive officers manage NBLX. The General Partner is indirectly wholly owned by Chevron.

NBLX’s and the General Partner’s principal executive offices are located at 1001 Noble Energy Way, Houston, Texas 77070, and their telephone number is (281) 872-3100.

Cadmium Holdings Inc.

Holdings is a Delaware corporation and a wholly owned subsidiary of Chevron. Holdings was formed on March 3, 2021, solely for the purpose of effecting the Merger. Holdings has not conducted any activities to date except for activities incidental to its formation and activities undertaken in connection with the Merger.

Holdings’ principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000.

Cadmium Merger Sub LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Holdings. Merger Sub was formed on March 3, 2021, solely for the purpose of effecting the Merger. Upon completion of the Merger, Merger Sub will merge with and into NBLX, with NBLX surviving as an indirect, wholly owned subsidiary of Chevron. Merger Sub has not conducted any activities to date except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub’s principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000.

The Merger (see page 23)

Pursuant to and in accordance with the terms and conditions of the Merger Agreement, at the Effective Time, Merger Sub, a wholly owned subsidiary of Chevron, will merge with and into NBLX, with NBLX surviving as an indirect, wholly owned subsidiary of Chevron. Following the Effective Time, the NBLX Common Units will cease to be publicly traded, will be delisted from the NASDAQ and will be deregistered under the Exchange Act.

Merger Consideration (see page 23)

Upon completion of the Merger, subject to any applicable withholding tax, (i) each outstanding NBLX Common Unit other than the NBLX Common Units owned by Chevron and its subsidiaries (each, an “NBLX Public Common Unit”) will be converted into the right to receive, subject to adjustment as described in the Merger Agreement, the Merger Consideration; and (ii) each of the outstanding equity awards relating to an NBLX Common Unit issued under the Partnership Long-Term Incentive Plan (as defined in the Merger Agreement), whether vested or not vested, will cease to relate to or represent a right with respect to an NBLX Common Unit and shall be converted into an award relating to shares of Chevron Common Stock on the same terms and conditions as were applicable to the corresponding Partnership LTIP Award, except that the number of shares of Chevron Common Stock shall be equal to the number of NBLX Common Units subject to the corresponding Partnership LTIP Award multiplied by the Exchange Ratio, rounded up to the nearest whole unit.

The limited partner interests in NBLX owned by Chevron and its subsidiaries immediately prior to the Effective Time will remain outstanding as limited partner interests in the surviving entity. The non-economic general partner interest in NBLX held by the General Partner will remain outstanding as a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity.

NBLX Limited Partner Interests Consent Required (see page 22)

The approval of the Merger and the adoption of the Merger Agreement requires the affirmative consent of a majority of the outstanding NBLX Common Units.

The GP Board set the close of business on March 4, 2021, as the Record Date for determining the NBLX Limited Partners entitled to consent in writing to adopt the Merger Agreement and approve the Merger. On March 4, 2021, Chevron caused NBL, its indirect, wholly owned subsidiary, which beneficially owns 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units, to deliver a written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the NBLX Limited Partners. For this reason, this information statement/prospectus is being provided to you for informational purposes only. You are not being asked for a proxy, and you are requested not to send a proxy.

Chevron’s Ownership Interest In and Control of NBLX (see page 21)

As of March 4, 2021, Chevron and its subsidiaries owned 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units. Chevron and its subsidiaries also own 100% of the membership interests of the General Partner, which owns the non-economic general partner interest in NBLX. Chevron controls NBLX through its indirect ownership of the General Partner, and certain of the executive officers and directors of the General Partner are also officers and/or directors of Chevron (or one of its subsidiaries).

The limited partner interests in NBLX owned by Chevron and its subsidiaries immediately prior to the Effective Time will remain outstanding as limited partner interests in the surviving entity. The non-economic general partner interest in NBLX held by the General Partner will remain outstanding as a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity.

Chevron’s Rationale for the Transaction (see page 30)

On January 27, 2021, the board of directors of Chevron (the “Chevron Board”), (a) determined that the Merger and the other transactions related thereto, including the issuance of shares of Chevron Common Stock as Merger Consideration (the “Chevron Stock Issuance”), are in the best interests of Chevron and the Chevron Stockholders and (b) authorized the negotiation, execution and delivery of the Merger Agreement and the other Transaction Documents and the consummation of the respective transactions contemplated thereby, including the Merger and the Chevron Stock Issuance, on the terms and subject to the conditions to be negotiated in the Transaction Documents. For a discussion of the many factors considered by the Chevron Board in making its determination and approval, see “The Merger—Chevron’s Rationale for the Transaction.”

Approval of the Conflicts Committee and the GP Board and their Reasons for the Merger (see page 32)

At a meeting held on March 4, 2021, the Conflicts Committee, by unanimous vote (a) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in, or not adverse to, the

interests of NBLX and the NBLX Public Unitholders, (b) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (the foregoing constituting “Special Approval” as defined in the Partnership Agreement), (c) resolved to recommend to the GP Board the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, and (d) resolved to recommend to the GP Board that the GP Board recommend the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, to the NBLX Limited Partners. For a discussion of the many factors considered by the Conflicts Committee in making its determination and approval, see “The Merger—Approval of the Conflicts Committee and the GP Board and their Reasons for the Merger.”

At a meeting held on March 4, 2021, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote (a) determined that the forms, terms, and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are in, or not adverse to, the interests of NBLX and the NBLX Limited Partners, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and, (c) directed that the adoption of the Merger Agreement and the approval of the Merger be submitted to a vote of the NBLX Limited Partners and authorized the NBLX Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement. For a further discussion of the recommendation of the Conflicts Committee to the GP Board, see “The Merger—Approval of the Conflicts Committee and the GP Board and their Reasons for the Merger.”

Opinion of the Financial Advisor to the Conflicts Committee (see page 40)

At the meeting of the Conflicts Committee on March 4, 2021, Janney Montgomery Scott LLC (“Janney”), the financial advisor to the Conflicts Committee in connection with the Merger, rendered its oral opinion to the Conflicts Committee that, as of such date and on the basis of and subject to the various assumptions, qualifications and limitations set forth in its opinion, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to NBLX and the NBLX Public Unitholders. Janney concurrently confirmed its oral opinion by delivering its written opinion to the Conflicts Committee, dated as of March 4, 2021, that, as of such date and on the basis of and subject to the various assumptions, qualifications and limitations set forth in its opinion, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to NBLX and the NBLX Public Unitholders.

The full text of the written opinion of Janney dated March 4, 2021, which sets forth the assumptions made, matters considered and qualifications and limitations on the review undertaken, is attached as Annex B to this information statement/prospectus and is incorporated herein by reference. The summary of the opinion of Janney set forth in this information statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The NBLX Unitholders are urged to read the opinion in its entirety. Janney’s written opinion was addressed to the Conflicts Committee (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the Exchange Ratio and did not address any other aspect of the Merger. The opinion does not constitute a recommendation to any NBLX Unitholder as to how such unitholder should vote with respect to the Merger or any other matter.

For a description of the opinion that the Conflicts Committee received from Janney, see “The Merger—Opinion of the Financial Advisor to the Conflicts Committee” beginning on page 40. A copy of the opinion of Janney, the Conflicts Committee’s financial advisor, is attached as Annex B to this information statement/prospectus.

Interests of Certain Persons in the Merger (see page 47)

The officers and directors of Chevron (or one of its subsidiaries) and the directors and executive officers of the General Partner may have interests in the Merger that may be different from, or in addition to, the interests

of Chevron Stockholders and NBLX Unitholders. For a detailed discussion of the interests that the officers of Chevron (or one of its subsidiaries) and the directors and executive officers of the General Partner may have in the Merger, see “The Merger—Interests of Certain Persons in the Merger.”

The Merger Agreement (see page 52)

The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A to this information statement/prospectus. We encourage you to carefully read the Merger Agreement in its entirety, as it is the principal document that governs the Merger.

Termination of the Merger Agreement (see page 63)

The Merger Agreement may be terminated prior to the closing of the Merger:

by the mutual written consent of Chevron and NBLX duly authorized by the Chevron Board and the Conflicts Committee, respectively;

by either of Chevron or NBLX:

if the closing of the Merger does not occur on or before September 4, 2021; provided, that this termination right will not be available to (a) Chevron or NBLX if the inability to satisfy any condition under the Merger Agreement necessary for closing of the Merger was due to the failure of, in the case of Chevron, Chevron, Holdings or Merger Sub, or, in the case of NBLX, NBLX or the General Partner, to perform and comply in all material respects with the covenants and agreements to be performed or complied with by such entity prior to the closing of the Merger, or (b) Chevron or NBLX if, in the case of Chevron, NBLX or the General Partner, or, in the case of NBLX, Chevron, Holdings or Merger Sub, has filed (and is then pending) an action seeking specific performance as permitted pursuant to the terms of the Merger Agreement;

if any restraint by a government authority is in effect and has become final and nonappealable; provided, however, this termination right is not available to Chevron or NBLX if such restraint was due to the failure of, in the case of Chevron, Chevron, Holdings or Merger Sub, or, in the case of NBLX, NBLX or the General Partner, to perform any of its obligations under the Merger Agreement; or

by Chevron if NBLX or the General Partner has breached or failed to perform any of its representations, warranties, covenants or agreements in the Merger Agreement, or any representations or warranties with respect to NBLX’s and the General Partner’s authority to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, or the absence of certain changes or events become untrue, in a way that the related condition to closing would not be satisfied, and such breach is either incurable or not cured by NBLX or the General Partner within 30 days following receipt of written notice from Chevron (unless Chevron, Holdings or Merger Sub is in material breach of any representations, warranties, covenants or agreements in the Merger Agreement); or

by NBLX (which termination may be effected for NBLX by the Conflicts Committee without the consent, authorization or approval of the GP Board) if Chevron has breached or failed to perform any of its representations, warranties, covenants, or agreements in the Merger Agreement, or any representations or warranties with respect to the authority of Chevron, Holdings and Merger Sub to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, or the absence of certain changes or events become untrue, in a way that the related condition to

closing would not be satisfied, and such breach is either incurable or not cured by Chevron within 30 days following receipt of written notice from NBLX (unless NBLX or the General Partner is in material breach of any representations, warranties, covenants or agreements in the Merger Agreement).

Effect of Termination; Termination Expenses (see page 64)

If the Merger Agreement is validly terminated, then, except as described below, each of the parties will be relieved of its duties and obligations and such termination will be without liability to any party. However, termination will not relieve any party of any liability for failure to consummate the Merger and other transactions contemplated by the Merger Agreement when required under the agreement or for intentional fraud or any “willful breach” (as defined in the Merger Agreement).

The Merger Agreement contains various amounts payable under the circumstances described below.

if the Merger Agreement is validly terminated by Chevron due to a material uncured breach by NBLX or the General Partner of any of its covenants or agreements, or representations or warranties with respect to NBLX’s and the General Partner’s authority to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, or the absence of certain changes or events, then NBLX will promptly pay Chevron’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by Chevron and its affiliates in connection with the Merger Agreement and the transactions contemplated thereby up to a maximum of $3.5 million; and

if the Merger Agreement is validly terminated by NBLX due to a material uncured breach by Chevron of any of its covenants or agreements, or representations or warranties with respect to the authority of Chevron, Holdings and Merger Sub to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, then Chevron will promptly pay NBLX’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by NBLX and its affiliates in connection with the Merger Agreement and the transactions contemplated thereby up to a maximum of $3.5 million, subject to certain limited restrictions.

No Dissenters’ or Appraisal Rights (see page 50)

NBLX Public Unitholders will not have dissenters’ or appraisal rights in connection with the Merger under applicable law or contractual appraisal rights under the Partnership Agreement or the Merger Agreement.

Regulatory Matters (see page 51)

In connection with the Merger, Chevron and NBLX each intends to make all required filings under the Securities Act and the Exchange Act, as well as any required filings or applications with the NYSE and the NASDAQ, as applicable. Chevron and NBLX are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is required for the consummation of the Merger.

The Merger is not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and therefore, no filings with respect to the Merger were required with the Federal Trade Commission (“FTC”) or the Antitrust Division of the Department of Justice (“DOJ”).

Listing of the Chevron Common Stock to be Issued in the Merger; Delisting and Deregistration of the NBLX Common Units (see page 51)

Chevron expects to obtain approval to list the shares of Chevron Common Stock to be issued pursuant to the Merger Agreement on the NYSE, which approval is a condition to the Closing, subject to official notice of issuance. Upon completion of the Merger, the NBLX Common Units will cease to be listed on the NASDAQ and will be subsequently deregistered under the Exchange Act.

Post-Closing Status of NBLX (see page 51)

After the consummation of the Merger, it is expected that NBLX will remain an indirect, wholly owned subsidiary of Chevron indefinitely. There are no definite plans to reorganize or transfer NBLX or any of its assets immediately following the Closing as of the date of this information statement/ prospectus.

Accounting Treatment (see page 51)

The Merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification 810, Consolidation—Overall—Changes in a Parent’s Ownership Interest in a Subsidiary. As Chevron controls NBLX and will continue to control NBLX after the Merger, the change in Chevron’s ownership interest in NBLX will be accounted for as an equity transaction, and no gain or loss will be recognized in Chevron’s consolidated statement of income resulting from the Merger.

Comparison of Rights of Chevron Stockholders and NBLX Unitholders (see page 66)

Chevron is a Delaware corporation and NBLX is a Delaware limited partnership. Ownership interests in a limited partnership are fundamentally different from ownership interests in a corporation. For more information concerning these differences, see “Comparison of Rights of Chevron Stockholders and NBLX Unitholders.”

Material U.S. Federal Income Tax Consequences (see page 86)

The receipt of shares of Chevron Common Stock in exchange for NBLX Public Common Units pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”). In such case, a U.S. Holder who receives Chevron Common Stock in exchange for NBLX Public Common Units pursuant to the Merger Agreement will recognize gain or loss in an amount equal to the difference between:

the sum of (i) the fair market value of the Chevron Common Stock received and (ii) such U.S. Holder’s share of NBLX’s nonrecourse liabilities immediately prior to the Merger; and

such U.S. Holder’s adjusted tax basis in the NBLX Public Common Units exchanged therefor (which includes such U.S. Holder’s share of NBLX’s nonrecourse liabilities immediately prior to the Merger and which will be increased by the U.S. Holder’s share of certain items related to business interest not yet deductible by such U.S. Holder due to applicable limitations on the deductibility of such business interest).

Gain or loss recognized by a U.S. Holder will generally be taxable as capital gain or loss. However, a portion of this gain or loss, which could be substantial, will be separately computed and taxed as ordinary income or loss under Section 751 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by NBLX and its subsidiaries, even if there is a net taxable loss realized on the exchange. Passive losses that were

not deductible by a U.S. Holder in prior taxable periods because they exceeded a U.S. Holder’s share of NBLX’s income may become available to offset a portion of the gain recognized by such U.S. Holder.

The U.S. federal income tax consequences of the Merger to an NBLX Public Unitholder will depend on such unitholder’s own personal tax situation. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the particular tax consequences of the Merger to you.

See “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of the Merger.

Summary of Risk Factors (see page 12)

You should carefully consider all of the risk factors together with all of the other information included in, or incorporated by reference into, this information statement/prospectus. Some of these risks include, but are not limited to, those described below and in more detail under the heading “Risk Factors.”

Because the Exchange Ratio is fixed and because the market price of Chevron Common Stock will fluctuate prior to the completion of the Merger, NBLX Public Unitholders cannot be sure of the market value of the shares of Chevron Common Stock they will receive as Merger Consideration relative to the value of NBLX Common Units they exchange in connection with the Merger.

The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect each party’s future business and financial results and the trading prices of shares of Chevron Common Stock and NBLX Common Units.

The date NBLX Public Unitholders will receive the Merger Consideration depends on the completion date of the Merger, which is uncertain.

Chevron and NBLX may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the Merger.

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party’s business and operations.

The opinion of the Conflicts Committee’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

NBLX may be unable to retain key employees during the pendency of the Merger.

The Partnership Agreement limits the duties of the General Partner to NBLX Limited Partners and restricts the remedies available to NBLX Limited Partners for actions taken by the General Partner that might otherwise constitute breaches of its duties.

Financial projections of NBLX may not prove to be accurate.

The Merger will be a taxable transaction to NBLX Public Unitholders and, in such case, the resulting tax liability of an NBLX Public Unitholder, if any, will depend on the unitholder’s particular situation. The tax liability of an NBLX Public Unitholder as a result of the Merger could be more than expected.

The U.S. federal income tax treatment of owning and disposing of shares of Chevron Common Stock received in the Merger will be different from the U.S. federal income tax treatment of owning and disposing of NBLX Common Units.

NBLX Unitholders will be entitled to different rights as holders of shares of Chevron Common Stock than those to which they are entitled as holders of NBLX Common Units.

Chevron may not achieve the intended benefits and the Merger may disrupt its current plans or operations.

In addition, Chevron and NBLX face other business, financial, operational and legal risks and uncertainties detailed from time to time in Chevron’s and NBLX’s respective SEC filings, including, but not limited to those discussed under Part I, Item 1A of Chevron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in Part I, Item 1A of NBLX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, each of which are filed with the SEC and incorporated by reference into this information statement/prospectus.

COMPARATIVE MARKET PRICES AND CASH DIVIDEND/DISTRIBUTION INFORMATION

Shares of Chevron Common Stock are listed on the NYSE under the symbol “CVX” and NBLX Common Units are listed on the NASDAQ under the symbol “NBLX.” The following table presents the closing prices of Chevron Common Stock and NBLX Common Units on (i) February 4, 2021, the last trading day before the public announcement of Chevron’s initial offer regarding the Merger to the Conflicts Committee, and (ii) March 15, 2021. The table also shows the equivalent per unit value of the Chevron Common Stock included in the Merger Consideration for each NBLX Common Unit, which per unit value is calculated as the product of (i) the applicable Chevron per share value, and (ii) 0.1393, the Exchange Ratio.

Date  Chevron Common
Stock Closing Price
  NBLX Common
Unit Closing Price
  Equivalent Per Unit
Value

February 4, 2021

  $89.00  $12.47  $12.40

March 15, 2021

  $110.25  $15.23  $15.36

The above table shows only a historical comparison. This comparison may not provide meaningful information to NBLX Limited Partners in connection with making any decisions with respect to the Merger. NBLX Limited Partners are urged to obtain current market quotations for shares of Chevron Common Stock and NBLX Common Units and to review carefully the other information contained in this information statement/prospectus or incorporated herein by reference in making any decisions with respect to the Merger. See “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Historical performance is not necessarily indicative of any performance to be expected in the future. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Dividend and Share Data—Chevron

The declaration and payment of dividends by Chevron is subject to the discretion of the Chevron Board, and no assurance can be given that Chevron will pay dividends in the future. Chevron currently pays a quarterly dividend on shares of Chevron Common Stock and last paid a dividend on March 10, 2021, of $1.29 per share. The determination to pay dividends in the future will depend upon, among other things, general business conditions, Chevron’s financial results, contractual and legal restrictions regarding the payment of dividends by Chevron, planned investments by Chevron, and such other factors as the Chevron Board deems relevant.

As of March 15, 2021, there were approximately 1,927,949,021 shares of Chevron Common Stock outstanding, and there were approximately 113,453 holders of record of Chevron Common Stock.

Distribution and Unit Data—NBLX

The Partnership Agreement provides that within 45 days after the end of each quarter, NBLX will distribute its cash available for distributions, if any, to NBLX Unitholders of record on the applicable record date. As a result of the conversion and cancellation of NBLX Common Units in connection with the Merger, NBLX will no longer make quarterly distributions following the Closing (other than distributions, if any, with a record date prior to the date of the Closing; provided, that NBLX Unitholders will only receive for the quarter in which the Closing occurs either (i) distributions in respect of NBLX Common Units or (ii) dividends in respect of Chevron Common Stock received as Merger Consideration).

As of March 15, 2021, there were approximately 90,362,378 NBLX Common Units outstanding and there were approximately 2 holders of record of NBLX Common Units.

The Merger Agreement restricts the ability of NBLX to declare, authorize, set aside or pay any distribution payable in cash, equity or property in respect of the NBLX Common Units prior to the consummation of the Merger. See “The Merger Agreement—Conduct of Business Prior to Closing.”

Because the Exchange Ratio is fixed and because the market price of shares of Chevron Common Stock will fluctuate prior to the completion of the Merger, NBLX Unitholders cannot be sure of the market value of the shares of Chevron Common Stock they will receive as Merger Consideration relative to the value of NBLX Common Units that they exchange in connection with the Merger. See “Risk Factors.”

RISK FACTORS

In addition to the other information included or incorporated by reference into this information statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks relating to the Merger and Chevron Stock Issuance. In addition, you should read and consider the risks associated with each of the businesses of Chevron and NBLX, because these risks may also affect the combined company. A description of the material risks can be found in Part I, Item 1A of Chevron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in Part I, Item 1A of NBLX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, each of which are filed with the SEC and incorporated by reference into this information statement/prospectus. See “Where You Can Find More Information.”

Risks Related to the Merger

Because the Exchange Ratio is fixed and because the market price of shares of Chevron Common Stock will fluctuate prior to the completion of the Merger, NBLX Public Unitholders cannot be sure of the market value of shares of Chevron Common Stock that they will receive as Merger Consideration relative to the value of the NBLX Common Units that they will exchange in connection with the Merger.

The market value of the consideration that NBLX Public Unitholders will receive in the Merger will depend on the trading price of shares of Chevron Common Stock at the Closing. Subject to any applicable withholding tax, the Exchange Ratio that determines the number of shares of Chevron Common Stock that NBLX Public Unitholders will receive in the Merger is fixed at 0.1393 shares of Chevron Common Stock for each NBLX Public Common Unit they own. This means that there is no mechanism contained in the Merger Agreement that would adjust the number of shares of Chevron Common Stock that NBLX Public Unitholders will receive based on any decreases or increases in the trading price of Chevron Common Stock. Changes in per share or per unit price may result from a variety of factors (many of which are beyond Chevron’s and NBLX’s control), including:

changes in Chevron’s or NBLX’s business, operations, and prospects;

changes in market assessments of Chevron’s or NBLX’s business, operations, and prospects;

changes in market assessments of the likelihood that the Merger will be completed;

interest rates, commodity prices, general market, industry and economic conditions, and other factors generally affecting the price of Chevron Common Stock or NBLX Common Units; and

federal, state and local legislation, governmental regulation, and legal developments in the businesses in which Chevron and NBLX operate.

If the price of Chevron Common Stock at the Closing is less than the price of Chevron Common Stock on the date that the Merger Agreement was signed, then the market value of the Merger Consideration will be less than contemplated at the time the Merger Agreement was signed.

The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect each party’s future business and financial results and the trading prices of shares of Chevron Common Stock and NBLX Common Units.

The completion of the Merger is subject to certain conditions. The completion of the Merger is not assured and is subject to risks. The Merger Agreement contains conditions, some of which are beyond the parties’ control, that, if not satisfied or waived, may prevent, delay or otherwise result in the Merger not occurring.

If the Merger is not completed, or if there are significant delays in completing the Merger, Chevron’s or NBLX’s future business and financial results and the trading prices of shares of Chevron Common Stock and NBLX Common Units could be negatively affected, and each of the parties will be subject to several risks, including the following:

the parties may be liable for fees or expenses to one another under the terms and conditions of the Merger Agreement;

there may be negative reactions from the financial markets due to the fact that current prices of shares of Chevron Common Stock and NBLX Common Units may reflect a market assumption that the Merger will be completed;

the attention of Chevron’s and NBLX’s respective management will have been diverted to the Merger rather than their own operations and pursuit of other opportunities that could have been beneficial to their respective businesses;

Chevron and NBLX will be required to pay their respective costs relating to the Merger, such as legal, accounting, financial advisory, filing fees, written consent costs, and printing fees, whether or not the Merger is completed, and many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time;

each of Chevron and NBLX is obligated to reimburse the other party’s expenses, up to $3.5 million, in connection with the termination of the Merger Agreement as a result of a material uncured breach by Chevron, on the one hand, or NBLX or the General Partner, on the other hand; and

litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against Chevron or NBLX to perform their respective obligations pursuant to the Merger Agreement.

The date NBLX Public Unitholders will receive the Merger Consideration depends on the completion date of the Merger, which is uncertain.

Completing the Merger is subject to several conditions, not all of which are controllable by Chevron or NBLX. Accordingly, the date on which NBLX Public Unitholders will receive Merger Consideration depends on the completion date of the Merger, which is uncertain and subject to several other closing conditions.

Chevron and NBLX may in the future be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief. Chevron and NBLX may in the future be defendants in one or more lawsuits relating to the Merger Agreement and the Merger and, even if any such future lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Chevron and NBLX cannot predict the outcome of these lawsuits, or others, nor can either company predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Merger could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in Chevron’s or NBLX’s favor, could be substantial, and such litigation could distract Chevron and NBLX from pursuing the consummation of the Merger and other potentially beneficial business opportunities.

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the Merger, it is possible that some customers, suppliers and other persons with whom Chevron or NBLX has a business relationship may delay or defer certain business decisions

or might decide to seek to terminate, change or renegotiate their relationships with Chevron or NBLX, as the case may be, as a result of the Merger. Under the terms of the Merger Agreement, each of Chevron and NBLX is subject to certain restrictions on the conduct of its respective business prior to completing the Merger, which may reduce the value of the Chevron Common Stock or the NBLX Public Common Units or adversely affect each party’s ability to acquire assets or to execute certain of its business strategies. Such limitations could adversely affect each party’s businesses and operations prior to the completion of the Merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business.”

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.

The opinion of the Conflicts Committee’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

The Conflicts Committee has received an opinion from its financial advisor in connection with the signing of the Merger Agreement, but has not obtained any updated opinion from its financial advisor as of the date of this information statement/prospectus. Changes in the operations and prospects of Chevron or NBLX, general market and economic conditions and other factors that may be beyond the control of Chevron or NBLX, and on which the Conflicts Committee’s financial advisor’s opinion was based, may significantly alter the value of Chevron or NBLX or the prices of the shares of Chevron Common Stock or NBLX Common Units by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because the Conflicts Committee does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. For a description of the opinion that the Conflicts Committee received from its financial advisor, see the section entitled “The Merger—Opinion of the Conflicts Committee’s Financial Advisor.” A copy of the opinion of Janney Montgomery Scott LLC, the Conflicts Committee’s financial advisor, is attached as Annex B to this information statement/prospectus.

NBLX may be unable to retain key employees during the pendency of the Merger.

In connection with the pending Merger, NBLX’s current and prospective employees may experience uncertainty about their future roles with Chevron following the Merger, which may materially adversely affect its ability to attract and retain key personnel during the pendency of the Merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Chevron following the Merger. Accordingly, no assurance can be given that NBLX will be able to retain key employees to the same extent that NBLX has been able to in the past.

The Partnership Agreement limits the duties of the General Partner to NBLX Unitholders and restricts the remedies available to NBLX Unitholders for actions taken by the General Partner that might otherwise constitute breaches of its duties.

In light of potential conflicts of interest between Chevron and the General Partner, on the one hand, and NBLX and the NBLX Public Unitholders, on the other hand, the GP Board submitted the Merger and related matters to the Conflicts Committee for, among other things, review, evaluation, negotiation and possible approval of a majority of its members, which is referred to as “Special Approval” in the Partnership Agreement and this information statement/prospectus. The duties of the General Partner, the GP Board and the Conflicts Committee to NBLX Limited Partners in connection with the Merger are substantially limited by the Partnership Agreement. Under the Partnership Agreement:

any resolutions or course of action by the General Partner or its affiliates in respect of a conflict of interest is permitted or deemed approved by all partners of NBLX and will not constitute a breach of the Partnership Agreement or of any duty stated or implied by law, in equity or otherwise, if the resolution or course of action is approved by Special Approval; and

the General Partner may consult with legal counsel and investment bankers selected by it, and any action taken or omitted to be taken in reliance upon the opinion of such persons as to matters that the General Partner reasonably believes to be within such person’s professional or expert competence will be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

The Conflicts Committee reviewed, negotiated and evaluated the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of NBLX and the NBLX Public Unitholders. Among other things, the Conflicts Committee, by unanimous vote (a) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders, (b) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (the foregoing constituting “Special Approval” as defined in the Partnership Agreement), (c) resolved to recommend to the GP Board the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, and (d) resolved to recommend to the GP Board that the GP Board recommend the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, to the NBLX Limited Partners.

Financial projections of NBLX may not prove to be accurate.

In connection with the Merger, Chevron and NBLX prepared and considered, among other things, internal financial forecasts for NBLX. These forecasts speak only as of the date made and will not be updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, at all or within projected time frames. In addition, the failure of businesses to achieve projected results could have a material adverse effect on our share price and financial position following the Merger.

Tax Risks Related to the Merger and the Ownership of Chevron Common Stock Received in the Merger

In addition to reading the following risk factors, you are urged to read “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the expected U.S. federal income tax consequences of the Merger and owning and disposing of shares of Chevron Common Stock received in the Merger.

The Merger will be a taxable transaction to NBLX Public Unitholders and, in such case, the resulting tax liability of an NBLX Public Unitholder, if any, will depend on the unitholder’s particular situation. The tax liability of an NBLX Public Unitholder as a result of the Merger could be more than expected.

NBLX Public Unitholders will receive Chevron Common Stock as the Merger Consideration. Although NBLX Public Unitholders will receive no cash consideration, the Merger will be treated as a taxable sale by U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) of NBLX Common Units for U.S. federal income tax purposes. In such case, as a result of the Merger, an NBLX Public Unitholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such unitholder’s amount realized and the unitholder’s adjusted tax basis in the NBLX Common Units, which will be increased by the U.S. Holder’s share of certain items related to business interest not yet deductible by such U.S. Holder due to applicable limitations on the deductibility of such business interest. The amount of gain or loss recognized by each NBLX Public Unitholder in the Merger will vary depending on each unitholder’s particular situation, including the value of the shares of Chevron Common Stock received by each unitholder in the Merger, the adjusted tax basis in the NBLX Common Units exchanged by each unitholder in the Merger, and the amount of any suspended passive losses that may be available to a particular unitholder to offset a portion of the gain recognized by the unitholder.

Because the value of any Chevron Common Stock received in the Merger will not be known until the Effective Time, an NBLX Public Unitholder will not be able to determine its amount realized, and therefore its

taxable gain or loss, until such time. In addition, because prior distributions in excess of an NBLX Public Unitholder’s allocable share of NBLX’s net taxable income decrease the unitholder’s tax basis in its common units, the amount, if any, of the prior excess distributions with respect to such NBLX Common Units will, in effect, become taxable income to a unitholder if the aggregate value of the consideration received in the Merger is greater than the unitholder’s adjusted tax basis in its common units, even if the aggregate value of the consideration received in the Merger is less than the unitholder’s original cost basis in its common units.

Furthermore, a portion of any gain or loss, which could be substantial, will be separately computed and taxed as ordinary income to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by NBLX and its subsidiaries. Consequently, an NBLX Public Unitholder may recognize both ordinary income and capital loss upon the exchange of NBLX Common Units in the Merger even if there is a net taxable loss realized on the exchange of such U.S. Holder’s NBLX Common Units pursuant to the Merger. The deductibility of capital losses is subject to limitations.

For a more complete discussion of the U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Consequences.”

The U.S. federal income tax treatment of owning and disposing of shares of Chevron Common Stock received in the Merger will be different from the U.S. federal income tax treatment of owning and disposing of NBLX Common Units.

NBLX is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income tax. Instead, each NBLX Unitholder is required to take into account its respective share of NBLX’s items of income, gain, loss and deduction in computing its federal income tax liability, even if no cash distributions are made by NBLX to the unitholder. A pro rata distribution of cash by NBLX to an NBLX Public Unitholder who is a U.S. Holder is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the NBLX Public Unitholder’s adjusted tax basis in its NBLX Common Units.

In contrast, Chevron is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by Chevron to a stockholder who is a U.S. Holder will generally be included in such U.S. Holder’s income as ordinary dividend income to the extent of Chevron’s current or accumulated “earnings and profits,” as determined under U.S. federal income tax principles. A portion of the cash distributed to Chevron Stockholders by Chevron after the Merger may exceed Chevron’s current and accumulated earnings and profits. Cash distributions to a Chevron Stockholder who is a U.S. Holder in excess of Chevron’s current and accumulated earnings and profits will be treated as a non-taxable return of capital, reducing the U.S. Holder’s adjusted tax basis in the holder’s Chevron Common Stock and, to the extent the cash distribution exceeds the holder’s adjusted tax basis, as capital gain from the sale or exchange of such Chevron Common Stock. See “Material U.S. Federal Income Tax Consequences.”

Risks Inherent in an Investment in Chevron

NBLX Unitholders will be entitled to different rights as holders of shares of Chevron Common Stock than those to which they are entitled as holders of NBLX Common Units.

Following completion of the Merger, NBLX Public Unitholders will no longer hold NBLX Common Units, but will instead hold shares of Chevron Common Stock. Chevron is a Delaware corporation, and NBLX is a Delaware limited partnership. There are important differences between the rights of NBLX Unitholders and the rights of Chevron Stockholders. See “Comparison of Rights of Chevron Stockholders and NBLX Unitholders.”

Chevron may not achieve the intended benefits and the Merger may disrupt its current plans or operations.

There can be no assurance that Chevron will be able to realize the expected benefits of the potential transaction (including operating and other cost synergies). The integration of the two companies may result in

material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

Risks Relating to Chevron’s Business

You should read and consider risk factors specific to Chevron’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of Chevron’s Annual Report on Form 10-K for the year ended December 31, 2020, and in other documents that are incorporated by reference herein. For more information, see “Where You Can Find More Information.”

Risks Relating to NBLX’s Business

You should read and consider risk factors specific to NBLX’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of NBLX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in other documents that are incorporated by reference herein. For more information, see “Where You Can Find More Information.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement/prospectus and the information incorporated by reference in this information statement/prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Forward-looking statements are based on the current beliefs and assumptions of the management of Chevron and NBLX and can often be identified by terms and phrases that include “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “would,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” “target,” “guidance,” “outlook,” or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements. Accordingly, there is no assurance that such results will be realized.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements included or incorporated by reference in this information statement/prospectus might not occur or might occur to a different extent or at a different time than described. Actual results may differ materially from the current expectations of Chevron and NBLX depending on a number of factors affecting their businesses and risks associated with the successful execution of the Merger. In evaluating these forward-looking statements, you should carefully consider the risks described herein and in the reports that Chevron and NBLX file with the SEC. See “Risk Factors” and “Where You Can Find More Information.” Factors that could have a material adverse effect on operations and future prospects or that could cause events or circumstances to differ from the forward-looking statements include, but are not limited to:

the risk that a condition to the Closing may not be satisfied on a timely basis, if at all;

the uncertainty of the value of the Merger Consideration due to the fixed Exchange Ratio and potential fluctuation in the market price of Chevron Common Stock;

the timing of the completion of the Merger;

the substantial transaction-related costs that may be incurred by Chevron and NBLX in connection with the Merger;

the effects of disruption to Chevron’s or NBLX’s respective businesses;

the risks related to Chevron and NBLX being restricted in the operation of its respective business while the Merger Agreement is in effect;

the possibility that Chevron and NBLX may, under certain specified circumstances, be responsible for reimbursing the other party’s expenses;

the possibility that Chevron and NBLX may be the targets of securities class actions and derivative lawsuits;

the limited duties the Partnership Agreement places on the General Partner for actions taken by the General Partner;

the risk that certain officers and directors of Chevron (or one of its subsidiaries) and the directors and executive officers of the General Partner may have interests in the Merger that may be different from, or in addition to, the interests of NBLX Unitholders or Chevron Stockholders, respectively;

the loss of NBLX’s status as a partnership for U.S. federal income tax purposes;

the possibility that financial projections by Chevron and NBLX may not prove to be reflective of actual future results;

the different rights associated with owning shares of Chevron Common Stock as opposed to NBLX Common Units;

the risk that the market value of Chevron Common Stock will decline;

the potential dilution of Chevron’s earnings per share; and

other business, financial, operational and legal risks and uncertainties detailed from time to time in Chevron’s and NBLX’s SEC filings, including, but not limited to those discussed under Part I, Item 1A, “Risk Factors” of Chevron’s Annual Report on Form 10-K for the year ended December 31, 2020 and Part I, Item 1A of NBLX’s Annual Report on Form 10-K for the year ended December 31, 2020, each of which are incorporated by reference into this information statement/prospectus.

Except as otherwise required by law, neither Chevron nor NBLX is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Persons reading this information statement/prospectus are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statement is made.

INFORMATION ABOUT THE COMPANIES

Chevron Corporation

(Exact name of registrant as specified in its charter)

Delaware291194-0890210

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

6001 Bollinger Canyon Road,

San Ramon, California 94583-2324

(925) 842-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mary A. Francis

Corporate Secretary and Chief Governance Officer

Chevron Corporation

6001 Bollinger Canyon Road, San Ramon, CA 94583

(925) 842-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Scott A. Barshay

Kyle T. Seifried

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3000

Nicole L. Martinet

Senior Vice President, General Counsel and Corporate Secretary

PDC Energy, Inc.

1099 18th Street, Suite 1500

Denver, Colorado 80202

(303) 860-5800

Igor Kirman

Elina Tetelbaum

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

John A. Elofson

Mark Bussey

Samuel J. Seiberling

Davis Graham & Stubbs LLP

1550 17th St., Suite 500

Denver, CO 80202

(303) 892-9400

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED JUNE 28, 2023

LOGO

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of PDC Energy, Inc.:

On May 21, 2023, PDC Energy, Inc. (“PDC”), Chevron Corporation (“Chevron”) and Bronco Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), entered into a merger agreement under which, upon the terms and subject to the conditions set forth therein, Merger Subsidiary will merge with and into PDC, with PDC surviving as a direct, wholly-owned subsidiary of Chevron (the “merger”). If the merger is completed, PDC stockholders will receive, in exchange for each share of PDC common stock held immediately prior to the merger, 0.4638 of a share of Chevron common stock. The PDC Board of Directors (the “PDC Board”) has unanimously approved the merger agreement and recommends that PDC stockholders vote in favor of adopting the merger agreement.

Based on Chevron’s closing stock price on June 27, 2023, the most recent practicable date for which such information was available, the merger consideration represented approximately $71.21 in value per share of PDC common stock, which represents a premium of approximately 9.4% over PDC’s closing stock price on May 19, 2023, the last trading day before the public announcement of the execution of the merger agreement with Chevron. The value of the merger consideration to be received in exchange for each share of PDC common stock will fluctuate with the market value of Chevron common stock until the transaction is complete. The common stock of PDC is listed on the Nasdaq Global Select Market under the symbol “PDCE”. The common stock of Chevron is listed on the New York Stock Exchange under the symbol “CVX”. Upon completion of the merger, former PDC stockholders are expected to own approximately 2% of the then outstanding Chevron common stock, based on Chevron’s outstanding equity as of June 27, 2023.

The merger cannot be completed without approval of the proposal to adopt the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon. Because of this, PDC is holding a special meeting of its stockholders on August 4, 2023 to vote on the proposal necessary to complete the merger. Information about the meeting, the merger, the merger agreement, and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. The PDC Board has fixed the close of business on June 26, 2023 as the record date for the determination of PDC stockholders entitled to notice of, and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of PDC common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 25.

The PDC Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the PDC stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the PDC stockholders for adoption at a meeting of such stockholders, and unanimously recommends that PDC stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger.

Your vote is very important regardless of the number of shares of PDC common stock that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Thank you for your continued support, interest and investment in PDC.

Very truly yours,

Barton R. Brookman

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [    ], 2023, and is first being mailed to stockholders of PDC on or about [    ], 2023.


LOGO

1099 18th Street, Suite 1500

Denver, Colorado 80202

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on August 4, 2023

To the Stockholders of PDC Energy, Inc.:

We are pleased to invite you to attend the special meeting of stockholders of PDC Energy, Inc., a Delaware corporation (“PDC”), which will be held at 8:00 a.m., Mountain Time, on August 4, 2023, virtually at www.virtualshareholdermeeting.com/PDCE2023SM, for the following purposes:

to vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 21, 2023, by and among Chevron Corporation, a Delaware corporation (“Chevron”), Bronco Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), and PDC (as it may be amended from time to time, the “merger agreement”), which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 33 and 71, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus of which this notice is a part (the “merger proposal”);

to vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to PDC’s named executive officers that is based on or otherwise related to the merger (the “merger-related compensation proposal”); and

to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

PDC will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the PDC Board of Directors (the “PDC Board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

PDC fixed the close of business on June 26, 2023 as the record date for the special meeting. Only PDC stockholders of record at the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the special meeting will be available for a period of at least ten days prior to the special meeting. If you would like to inspect the list of PDC stockholders of record, please call the Investor Relations department at (303) 381-9493 to schedule an appointment or request access. A certified list of eligible PDC stockholders will be available for inspection during the special meeting at www.virtualshareholdermeeting.com/PDCE2023SM by entering the control number provided on your proxy card, voting instruction form or notice.

Completion of the merger is conditioned on adoption of the merger agreement by the PDC stockholders, which requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon.

The PDC Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the PDC stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the PDC stockholders for adoption at a meeting of such stockholders and unanimously recommends that PDC stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.


Your vote is very important regardless of the number of shares of PDC common stock that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of PDC common stock may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 25.

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of PDC common stock, please contact PDC’s proxy solicitor:

LOGO

509 Madison Avenue, Suite 1206

New York, New York 10022

Email: PDCE@info.morrowsodali.com

Call Collect: 800.662.5200

Toll-Free: 203.658.9400

By Order of the PDC Board of Directors,

Nicole L. Martinet

Senior Vice President, General Counsel and

Corporate Secretary

[    ], 2023

Denver, Colorado


REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Chevron and PDC from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 118.

You can obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to PDC:

PDC Energy, Inc.

1099 18th Street, Suite 1500

Denver, Colorado 80202

Attention: Corporate Secretary

Telephone: (303) 860-5800

For information related to Chevron:

Chevron Corporation

6001 Bollinger Canyon Rd., Building A

San Ramon, California 94583

Attention: Investor Relations

Telephone: (925) 842-5690

To receive timely delivery of the documents in advance of the special meeting of PDC stockholders, you should make your request no later than July 28, 2023, which is five business days before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. In addition, you may obtain copies of documents filed by Chevron with the SEC by accessing Chevron’s website at www.chevron.com under the tab “Investors” and then under the heading “SEC Filings.” You may also obtain copies of documents filed by PDC with the SEC by accessing PDC’s website at www.pdce.com under the tab “Investors” and then under the heading “SEC Filings.”

We are not incorporating the contents of the websites of the SEC, Chevron, PDC or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

i


ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Chevron (File No. 333-272776), constitutes a prospectus of Chevron under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.75 per share, of Chevron (“Chevron common stock”) to be issued to PDC stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of PDC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which PDC stockholders will be asked to consider and vote on the adoption of the merger agreement and other related proposals.

Chevron has supplied all information contained in, and incorporated by reference into, this proxy statement/prospectus relating to Chevron and Merger Subsidiary, and PDC has supplied all such information relating to PDC.

You should rely only on the information contained in, and incorporated by reference into, this proxy statement/prospectus. Chevron and PDC have not authorized anyone to provide you with information other than the information that is contained in, or incorporated by reference into, this proxy statement/prospectus. Chevron and PDC take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated [                ], 2023, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to PDC stockholders nor the issuance by Chevron of shares of Chevron common stock pursuant to the merger agreement will create any implication to the contrary.

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

1

SUMMARY

11

Information about the Companies

11

The Merger

12

Merger Consideration

12

Treatment of PDC Equity Awards

12

Recommendations of the PDC Board

14

Opinion of PDC’s Financial Advisor

14

Interests of Directors and Executive Officers of PDC in the Merger

14

Material U.S. Federal Income Tax Consequences of the Merger

14

Accounting Treatment of the Merger

15

No Appraisal Rights

15

Regulatory Approvals Required for the Merger

15

Conditions to Completion of the Merger

15

Treatment of Existing Debt

16

No Solicitation

16

Termination of the Merger Agreement; Termination Fees

17

Special Meeting

19

Risk Factors

21

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

22

RISK FACTORS

25

Risks Related to the Merger

25

Risks Relating to Chevron After Completion of the Merger

31

Other Risk Factors of Chevron and PDC

32

THE MERGER

33

Background of the Merger

33

Chevron’s Rationale for the Transaction

40

PDC Board’s Recommendations and Its Reasons for the Transaction

40

Opinion of PDC’s Financial Advisor

46

PDC Unaudited Prospective Financial Information

52

Interests of Directors and Executive Officers of PDC in the Merger

55

Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of PDC

62

Director and Officer Indemnification

63

Accounting Treatment of the Merger

64

Regulatory Approvals Required for the Merger

64

Treatment of Existing Debt

65

Treatment of PDC Equity Awards

65

No Appraisal Rights

66

NYSE Listing of Chevron Common Stock; Delisting and Deregistration of PDC Common Stock

66

Material U.S. Federal Income Tax Consequences

67

Restrictions on Sales of Shares of Chevron Common Stock Received in the Merger

70

Certain Contracts between Chevron and PDC

70

THE MERGER AGREEMENT

71

Explanatory Note Regarding the Merger Agreement

71

Structure of the Merger

71

Timing of Closing

72

Merger Consideration

72

Covenants and Agreements

76

Representations and Warranties

89

iii


Conditions to Completion of the Merger

92

Termination of the Merger Agreement

94

Expenses

96

Amendments; Waivers

96

Governing Law; Jurisdiction; Waiver of Jury Trial

96

Specific Performance

97

Third-Party Beneficiaries

97

INFORMATION ABOUT THE COMPANIES

98

SPECIAL MEETING

99

Date, Time and Place

99

Purpose of the Special Meeting

99

Recommendation of the PDC Board

99

Record Date; Stockholders Entitled to Vote

100

Voting by PDC’s Directors and Executive Officers

100

Quorum; Adjournment

100

Required Vote; Broker Non-Votes and Abstentions

101

Voting of Proxies by Holders of Record

101

Attendance at the Special Meeting and Voting Virtually

102

Revocability of Proxies

102

Solicitation

103

Assistance

103

Tabulation of Votes

103

PDC PROPOSALS

104

Item 1. The Merger Proposal

104

Item 2. The Merger-Related Compensation Proposal

104

Item 3. Adjournment Proposal

104

NON-BINDING, ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR PDC’S NAMED EXECUTIVE OFFICERS

105

DESCRIPTION OF CHEVRON COMMON STOCK

106

COMPARISON OF RIGHTS OF STOCKHOLDERS OF CHEVRON AND PDC

107

VALIDITY OF COMMON STOCK

116

EXPERTS

116

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR PDC’S 2024 ANNUAL MEETING OF STOCKHOLDERS

116

HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS

117

WHERE YOU CAN FIND MORE INFORMATION

118

Chevron SEC Filings

118

PDC SEC Filings

118

Annex A: Agreement and Plan of Merger

A-1

Annex B: Opinion of J.P. Morgan Securities LLC

B-1

iv


QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting of PDC stockholders (the “special meeting”). They may not include all of the information that is important to stockholders of PDC. PDC stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus.

Q: What is the merger?

Chevron Corporation (“Chevron”), Bronco Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), and PDC Energy, Inc. (“PDC”) have entered into an Agreement and Plan of Merger, dated as of May 21, 2023 (as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of PDC by Chevron. Under the merger agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, Merger Subsidiary will merge with and into PDC, with PDC continuing as the surviving corporation and a direct, wholly-owned subsidiary of Chevron (the “merger” or the “transaction”).

As a result of the merger, PDC will become a direct, wholly-owned subsidiary of Chevron and will no longer be a publicly held company. Following the merger, PDC common stock will be delisted from the Nasdaq Global Select Market (“Nasdaq”) and will be deregistered under the Exchange Act, after which PDC will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of PDC common stock.

Q: Why am I receiving these materials?

Chevron and PDC are sending these materials to PDC stockholders to help them decide how to vote their shares of PDC common stock with respect to the merger and other matters to be considered at the special meeting.

The merger cannot be completed unless PDC stockholders adopt the merger agreement with the affirmative vote of the holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon. PDC is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement and other related proposals. Information about this special meeting, the merger and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of PDC and a prospectus of Chevron. It is a proxy statement because the board of directors of PDC (the “PDC Board”) is soliciting proxies from its stockholders. It is a prospectus because Chevron will issue shares of its common stock in exchange for outstanding shares of PDC common stock in the merger.

Q: What will PDC stockholders receive in the merger?

In the merger, PDC stockholders will receive 0.4638 (the “exchange ratio”) of a validly issued, fully paid and non-assessable share of Chevron common stock (the “merger consideration”) for each share of PDC common stock (other than shares of PDC common stock held by Chevron, PDC, or Merger Subsidiary (“cancelled shares”)). This exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either company before the merger is complete. The exchange ratio will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Chevron or PDC with a record date between the date of the merger agreement and the completion of the merger. No

1


fractional shares of Chevron common stock will be issued in connection with the merger. Each holder of PDC common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock immediately prior to the effective time of the merger will have the right to receive an amount in cash, without interest, rounded to the nearest cent, in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Chevron common stock equal to the excess of (x) the aggregate number of shares of Chevron common stock to be delivered to the exchange agent by Chevron pursuant to the terms of the merger agreement over (y) the aggregate number of whole shares of Chevron common stock to be distributed to the holders of certificates or book-entry shares previously representing any such shares of PDC common stock pursuant to the merger agreement. Chevron stockholders will continue to own their existing shares of Chevron common stock, the form of which will not be changed by the transaction. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page 72.

Q: What equity stake will PDC stockholders hold in Chevron immediately following the merger?

Upon the completion of the merger, based on the exchange ratio, the estimated number of shares of Chevron common stock issuable as the merger consideration is approximately 41 million shares, which will result in former PDC stockholders holding approximately 2% of the outstanding fully diluted Chevron common stock based on the number of outstanding shares of common stock and outstanding stock-based awards of Chevron and PDC as of June 27, 2023, the most recent practicable date for which such information was available.

For more details on the merger consideration and the treatment of PDC equity awards, see “The Merger Agreement—Merger Consideration” beginning on page 72 and “The Merger Agreement—Merger Consideration—Treatment of PDC Equity Awards” beginning on page 74, respectively.

Q: When do PDC and Chevron expect to complete the merger?

Chevron and PDC are working to complete the merger as soon as practicable and currently expect that the transaction will be completed by year-end 2023. Neither Chevron nor PDC can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 92.

Q: Is Chevron’s obligation to complete the merger subject to Chevron receiving financing?

No. Chevron’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger.

Q: What happens if the merger is not completed?

If the merger agreement is not adopted by PDC stockholders or if the merger is not completed for any other reason, PDC stockholders will not receive any consideration for their shares of PDC common stock. Instead, PDC will remain an independent public company, PDC common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and PDC will continue to file periodic reports with the SEC. Under specific circumstances, PDC may be required to pay Chevron a termination fee of $225,000,000. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 94.

Q: Will the shares of Chevron common stock I acquire in the merger receive a dividend?

After the closing of the merger, as a holder of Chevron common stock, you will receive the same dividends on shares of Chevron common stock that all other holders of shares of Chevron common stock will receive with any dividend record date that occurs after the closing of the merger.

2


Q: Will I continue to receive dividends in respect of my shares of PDC common stock?

Prior to the closing of the merger, PDC and Chevron will coordinate regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that you do not receive two dividends, or fail to receive one dividend, in any quarter with respect to your shares of PDC common stock and the Chevron common stock that you receive in exchange therefor in the merger.

After the closing of the merger, former PDC stockholders who hold PDC share certificates will not be entitled to be paid dividends otherwise payable on the shares of Chevron common stock into which their shares of PDC common stock are exchangeable until they surrender their PDC share certificates according to the instructions provided to them. Dividends will be accrued for these stockholders and they will receive the accrued dividends when they surrender their PDC share certificates.

After the closing of the merger, all Chevron dividends will remain subject to approval by Chevron’s board of directors (the “Chevron Board”).

Q: What am I being asked to vote on, and why is this approval necessary?

PDC stockholders are being asked to vote on the following proposals:

1.

a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 33 and 71, respectively (the “merger proposal”);

2.

an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to PDC’s named executive officers that is based on or otherwise related to the merger (the “merger-related compensation proposal”); and

3.

a proposal to approve the adjournment of the PDC special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

Approval of the merger proposal by the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon is required for completion of the merger. The completion of the merger is not conditioned on the approval of the merger-related compensation proposal or the adjournment proposal.

Q: What vote is required to approve each proposal at the special meeting?

The merger proposal: The affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon is required to approve the merger proposal (the “PDC stockholder approval”).

The merger-related compensation proposal: The affirmative vote of holders of a majority of the outstanding shares of PDC common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the advisory (non-binding) merger-related compensation proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either PDC or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to PDC’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of PDC’s stockholders.

The adjournment proposal: The affirmative vote of the holders of a majority of the outstanding shares of PDC common stock, present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If PDC stockholders approve the adjournment proposal, subject to

3


the terms of the merger agreement, PDC could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from PDC stockholders who have previously voted. PDC does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting.

Q: What happens if the non-binding, advisory merger-related compensation proposal is not approved?

Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either PDC or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to PDC’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of PDC’s stockholders.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of PDC common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. PDC’s Bylaws provide that if a quorum fails to attend any meeting, the chairman of the meeting or a majority of the stockholders who are present in person or by proxy and entitled to vote at the special meeting may adjourn the meeting from time to time, without notice other than by announcement at the meeting, to another date, place, if any, and time until a quorum is present. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, PDC will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q: How does the PDC Board recommend that I vote?

The PDC Board unanimously recommends that PDC stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in and incorporated by reference into, this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your PDC stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your PDC stock certificates in exchange for shares of Chevron common stock from the exchange agent.

Please carefully consider the information contained in, and incorporated by reference into, this proxy statement/prospectus. Whether or not you plan to attend the special meeting, PDC encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

4


Q: How can I attend the special meeting?

Stockholders as of the close of business on June 26, 2023 (the “record date”) may attend, vote and submit questions virtually at the special meeting by logging in at www.virtualshareholdermeeting.com/PDCE2023SM. To log in, stockholders (or their authorized representatives) will need the control number provided on their proxy card or voting instruction form. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.

Q: How do I vote?

If you are a stockholder of record of PDC as of the close of business on the record date, you may submit your proxy before the special meeting in one of the following ways:

Telephone-use the toll-free number shown on your proxy card;

Internet-visit the website shown on your proxy card to vote via the internet; or

Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a stockholder of record, you may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/PDCE2023SM. If you decide to attend the special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name” and you intend to vote at the special meeting, you may cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/PDCE2023SM. Your vote at the special meeting will revoke any proxy previously submitted on your behalf by your broker, bank or other nominee.

The meeting will begin promptly at 8:00 a.m., Mountain Time, on August 4, 2023. PDC encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

Even if you plan to attend the special meeting, PDC recommends that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of PDC stockholders will be held virtually at www.virtualshareholdermeeting.com/PDCE2023SM, at 8:00 a.m., Mountain Time, on August 4, 2023. Online access will begin at 7:45 a.m., Mountain Time, and PDC encourages its stockholders to access the meeting prior to the start time. Even if you plan to attend the special meeting, PDC recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of PDC common stock are registered directly in your name with the transfer agent of PDC, Broadridge Corporate Issuer Solutions, Inc., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to PDC or to a third party to vote at the special meeting.

If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and your broker, bank or other nominee is considered the stockholder of record with

5


respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting and you may cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/PDCE2023SM.

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction form directly to PDC. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use. You may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/PDCE2023SM.

Applicable stock exchange rules permit brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Those rules do not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The merger proposal, the merger-related compensation proposal and the adjournment proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers.

If you are a PDC “street name” stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

your broker, bank or other nominee may not vote your shares on the merger proposal, which broker non-votes will have the same effect as votes cast “AGAINST” this proposal;

your broker, bank or other nominee may not vote your shares on the merger-related compensation proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present); and

your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present).

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Merger-related compensation proposal: An abstention will have the same effect as a vote cast “AGAINST” the merger-related compensation proposal. If a PDC stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the merger-related compensation proposal (assuming a quorum is present).

Adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a PDC stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the adjournment proposal (assuming a quorum is present).

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Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the PDC common stock represented by your proxy will be voted as recommended by the PDC Board with respect to that proposal.

Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

(1)

submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on August 3, 2023;

(2)

signing and returning a new proxy card with a later date;

(3)

voting virtually at the special meeting; or

(4)

delivering, before 6:00 p.m. Eastern Time on August 3, 2023, to PDC’s Corporate Secretary at PDC’s executive offices at 1099 18th Street, Suite 1500, Denver, Colorado 80202, written revocation of your most recent proxy.

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax consequences of the merger?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and Chevron and PDC intend to report the merger consistent with such qualification. Assuming the merger so qualifies, a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences”) of PDC common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of PDC common stock for Chevron common stock (except for any gain or loss, if any, recognized with respect to any cash received in lieu of a fractional share of Chevron common stock). However, it is not a condition to Chevron’s obligation or PDC’s obligation to complete the transactions that the merger be treated as a “reorganization” or that Chevron or PDC receive an opinion from counsel to that effect. Chevron and PDC have not sought, and will not seek, any ruling from the Internal Revenue Service (the “IRS”) regarding any matters related to the transactions, and as a result, there can be no assurance that the IRS would not assert that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

If any requirement for qualification as a “reorganization” within the meaning of Section 368(a) of the Code is not met, then a U.S. holder of PDC common stock generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Chevron common stock received in the merger, and such U.S. holder’s aggregate tax basis in the corresponding PDC common stock surrendered in the merger.

All holders of PDC common stock should consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to them. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 67 for additional information.

Q: Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of PDC common stock?

PDC stockholders are not entitled to appraisal rights in connection with the merger. For additional information, see “The Merger—No Appraisal Rights” beginning on page 66.

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Q: What will happen to PDC stock-based awards?

At the effective time of the merger:

Each outstanding PDC stock appreciation right with respect to shares of PDC common stock (each, a “PDC SAR”), whether or not vested, will be converted into a stock appreciation right with respect to shares of Chevron common stock (each, a “Chevron SAR”), on the same terms and conditions as were applicable under such PDC SAR immediately prior to the effective time of the merger (including any provisions for acceleration), with the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger by (ii) the exchange ratio. The exercise price per share of Chevron common stock subject to any such Chevron SAR at and after the effective time of the merger will be an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price per share of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger divided by (ii) the exchange ratio.

Each outstanding PDC award of restricted stock units that corresponds to shares of PDC common stock other than a PDC PSU award or a PDC Director RSU award (each, a “PDC RSU award”), whether or not vested, will be converted into a restricted stock unit award with respect to shares of Chevron common stock (each, a “Chevron RSU award”), on the same terms and conditions as were applicable under such PDC RSU award immediately prior to the effective time of the merger (including any provisions for acceleration), with the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

Each outstanding PDC award of restricted stock units for which vesting is conditioned in full or in part based on achievement of performance goals or metrics (each, a “PDC PSU award”), whether or not vested, will be treated as follows:

If such PDC PSU award was granted in calendar year 2021, then such PDC PSU award will become fully vested and converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

If such PDC PSU award was not granted in calendar year 2021, then such PDC PSU award will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC PSU award immediately prior to the effective time of the merger (other than any performance-based vesting conditions, but including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

The number of shares of PDC common stock subject to a PDC PSU award immediately prior to the effective time of the merger will be determined based on actual performance by the Compensation Committee of the PDC Board in accordance with the terms of the applicable award agreement, except that actual performance will be measured by: (i) deeming the applicable performance period to end as of the second to last business day prior to the effective time of the merger; (ii) computing total shareholder return for PDC by reference to the product of the exchange ratio multiplied by the Average Share Price (as defined in the applicable award agreement) of Chevron common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger; and (iii) computing total shareholder return for the applicable peer companies by reference to the Average Share Price (as

8


defined in the applicable award agreement) of each such company’s common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger.

Each outstanding PDC award of restricted stock units that corresponds to shares of PDC common stock granted to a non-employee member of the PDC Board (each, a “PDC Director RSU award”), whether or not vested, will be converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC Director RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

Any amounts relating to dividend equivalent rights granted with respect to the foregoing PDC equity awards that are accrued but unpaid as of the completion of the merger will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such equity award immediately prior to the completion of the merger (or, in the case of PDC PSU awards granted in 2021 and PDC Director RSU awards, will be paid within five business days of the completion of the merger).

Q: What happens if I sell my shares of PDC common stock after the record date but before the special meeting?

The record date for the special meeting (the close of business on June 26, 2023) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of PDC common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by PDC stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 25. You also should read and carefully consider the risk factors of Chevron and PDC contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of PDC common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of PDC common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of PDC common stock are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q: Who will tabulate and certify the vote?

Representatives of Broadridge Financial Solutions will tabulate the votes cast at the special meeting, and representatives of American Election Services LLC will act as the Independent Inspector of Election.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, PDC intends to file the final voting results with the SEC on a Current Report on Form 8-K.

9


Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for PDC, at:

LOGO

509 Madison Avenue, Suite 1206

New York, New York 10022

Email: PDCE@info.morrowsodali.com

Call Collect: 800.662.5200

Toll-Free: 203.658.9400

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all the information that may be important to you. Chevron and PDC urge you to read carefully this proxy statement/prospectus in its entirety, including the annexes. Additional important information, which Chevron and PDC also urge you to read, is contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 118. Unless stated otherwise, all references in this proxy statement/prospectus to Chevron are to Chevron Corporation, all references to PDC are to PDC Energy, Inc. and all references to the merger agreement are to the Agreement and Plan of Merger, dated as of May 21, 2023, by and among Chevron Corporation, Bronco Merger Sub Inc. and PDC Energy, Inc., a copy of which is attached as Annex A to this proxy statement/prospectus.

Information about the Companies

Chevron

Chevron Corporation is a global energy company with substantial business activities in the following countries: Angola, Argentina, Australia, Bangladesh, Brazil, Canada, China, Egypt, Equatorial Guinea, Indonesia, Israel, Kazakhstan, Kurdistan Region of Iraq, Myanmar, Mexico, Nigeria, the Partitioned Zone between the Kingdom of Saudi Arabia and Kuwait, the Philippines, Republic of Congo, Singapore, South Korea, Thailand, the United Kingdom, the United States, and Venezuela.

Chevron manages its investments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations.

Chevron has two business segments—Upstream and Downstream. Its upstream operations consist primarily of exploring for, developing, producing and transporting crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; and a gas-to-liquids plant. Its downstreamDownstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil, refined products, and lubricants; manufacturing and marketing of renewable fuels; transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity petrochemicals, plastics for industrial uses and fuel and lubricant additives. The upstream and downstream activities of Chevron and its equity affiliates are widely dispersed geographically, with operations and projects in North America, South America, Europe, Africa, Middle East, Asia and Australia.

Chevron is incorporated in Delaware. Its principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000. Chevron’s website address is www.chevron.com. Information contained on Chevron’s website does not constitute part of this informationproxy statement/prospectus. Chevron’s Common Stockcommon stock is publicly traded on the NYSE, under the ticker symbol “CVX.”

Additional information about Chevron is included in documents incorporated by reference in this informationproxy statement/prospectus. See “Where You Can Find More Information.”Information” beginning on page 118.

Noble Midstream Partners LP and Noble Midstream GP LLCPDC

NBLXPDC is a Delaware limited partnership formed in December 2014 to own, operate, developdomestic independent exploration and acquire a wide rangeproduction company that acquires, explores and develops properties for the production of domestic midstream infrastructure assets. NBLX currently provides crude oil, natural gas and water-related midstream services through long-term,NGLs, with operations in the Wattenberg Field in Colorado and the Delaware Basin in west Texas. PDC’s operations in the Wattenberg Field are focused in the horizontal Niobrara and Codell plays and its Delaware Basin operations are primarily focused in the Wolfcamp zones. PDC is incorporated in Delaware. Its principal executive offices are located at 1099 18th Street, Suite 1500, Denver, Colorado 80202, and its telephone number is (303) fixed-fee860-5800. contracts, as well as purchases crude oil from producers and sell crude oil to customers at various delivery points. NBLX’s business activities are conducted through four reportable segments: Gathering Systems (primarily includes crude oil gathering, natural gas gathering and processing, produced water gathering and crude oil sales), Fresh Water Delivery, Investments in Midstream Entities, and Corporate.PDC’s website address is www.pdce.com. Information contained on PDC’s website does not constitute part of this proxy statement/

The NBLX Common Units are listedprospectus. PDC’s common stock is publicly traded on the NASDAQNasdaq, under the ticker symbol “NBLX.“PDCE.

Additional information about NBLXPDC is included in documents incorporated by reference intoin this informationproxy statement/prospectus. See “Where You Can Find More Information.”Information” beginning on page 118.

The General Partner is the general partner of NBLX. Its board of directors and executive officers manage NBLX. The General Partner is indirectly wholly owned by Chevron.11


Merger Subsidiary

NBLX’s and the General Partner’s principal executive offices are located at 1001 Noble Energy Way, Houston, Texas 77070, and their telephone number is (281) 872-3100.

Cadmium Holdings Inc.

HoldingsMerger Subsidiary, a direct, wholly-owned subsidiary of Chevron, is a Delaware corporation and a wholly owned subsidiary of Chevron. Holdings was formedincorporated on March 3, 2021, solelyMay 18, 2023 for the purpose of effecting the Merger. Holdingsmerger. Merger Subsidiary has not conducted any activities to date except for activitiesother than those incidental to its formation and activities undertakenthe matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the Merger.

Holdings’merger. The principal executive offices of Merger Subsidiary are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324,94583-2324.

The Merger

On May 21, 2023, Chevron, PDC and its telephone number is (925) 842-1000.

Cadmium Merger Sub LLC

Merger Sub is a Delaware limited liability companySubsidiary entered into the merger agreement, which provides that upon the terms and a wholly owned subsidiary of Holdings. Merger Sub was formed on March 3, 2021, solely forsubject to the purpose of effectingconditions set forth therein and in accordance with the Merger. Upon completionGeneral Corporation Law of the State of Delaware (the “DGCL”), Merger Merger SubSubsidiary will merge with and into NBLX,PDC, with NBLX survivingPDC continuing as an indirect, wholly owned subsidiary of Chevron. Merger Sub has not conducted any activities to date except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub’s principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000.

Relationship Between the Parties

On October 5, 2020, Chevron acquired Noble Energy, Inc. (“Noble”) and its subsidiaries, including the General Partner and NBL, and accordingly Chevron indirectly acquired the 56,447,616 NBLX Common Units which are currently owned by Chevron, representing approximately 62.4% of the outstanding NBLX Common Units.

As of March 4, 2021, Chevron and its subsidiaries owned 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units. Chevron and its subsidiaries also own 100% of the membership interests of the General Partner, which owns the non-economic general partner interest in NBLX. Chevron controls NBLX through its indirect ownership of the General Partner and certain of the executive officers and directors of the General Partner are also officers and/or directors of Chevron (or one of its subsidiaries).

The limited partner interests in NBLX owned by Chevron and its subsidiaries immediately prior to the Effective Time will remain outstanding as limited partner interests in the surviving entity. The non-economic general partner interest in NBLX held by the General Partner will remain outstanding ascorporation and a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity.

WRITTEN CONSENTS OF NBLX LIMITED PARTNERS

NBLX Limited Partner Interests Consent Required

The approval of the Merger and the adoption of the Merger Agreement requires the affirmative consent of a majority of the outstanding NBLX Common Units.

The GP Board set the close of business on March 4, 2021, as the Record Date for determining the NBLX Limited Partners entitled to consent in writing to adopt the Merger Agreement and approve the Merger. As of the Record Date, NBL, an indirect, wholly owned subsidiary of Chevron, beneficially owned 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units. On March 4, 2021, Chevron caused NBL to deliver a written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the NBLX Limited Partners. For this reason, this information statement/prospectus is being provided to you for informational purposes only. You are not being asked for a proxy and you are requested not to send a proxy.

THE MERGER

General

On March 4, 2021, Chevron, Holdings, Merger Sub, NBLX and the General Partner entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into NBLX, with NBLX surviving as an indirect, wholly owneddirect, wholly-owned subsidiary of Chevron.

Upon completionMerger Consideration

In the merger, each share of the Merger, subject to any applicable withholding tax, (i) each NBLX Public Common UnitPDC common stock that is issued and outstanding immediately prior to the Effective Timeeffective time of the merger (other than cancelled shares) will be converted into the right to receive 0.1393the merger consideration, consisting of 0.4638 of a validly issued, fully paid and non-assessable share of Chevron Common Stockcommon stock. The exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either company prior to the closing of the merger. The exchange ratio will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Chevron or PDC with a record date between the date of the merger agreement and the completion of the merger. No fractional shares of Chevron common stock will be issued in connection with the merger. Each holder of PDC common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock immediately prior to the effective time of the merger will have the right to receive an amount in cash, without interest, rounded to the nearest cent, in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Chevron common stock equal to the excess of (i) the aggregate number of shares of Chevron common stock to be delivered to the exchange agent by Chevron pursuant to the terms of the merger agreement over (ii) the aggregate number of whole shares of Chevron common stock to be distributed to the holders of certificates or book-entry shares previously representing any such shares of PDC common stock pursuant to the merger agreement.

Chevron stockholders will continue to own their existing shares of Chevron common stock, the form of which will not be changed by the transaction.

Treatment of PDC Equity Awards

At the effective time of the merger, each Partnership LTIP Award,outstanding PDC SAR, whether vested or not vested, will cease to relate to or represent a right with respect to an NBLX Common Unit and shall be converted into a Converted Parent AwardChevron SAR, on the same terms and conditions as were applicable under such PDC SAR immediately prior to the corresponding Partnership LTIP Awardeffective time of the merger (including any provisions for acceleration), with respect to the rightnumber (rounded down to receive dividend or dividend equivalent rights), except thatthe nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Chevron Common Stock covered by eachPDC common stock subject to such Converted Parent Award shall be equalPDC SAR immediately prior to the numbereffective time of NBLX Common Unitsthe merger by (ii) the exchange ratio. The exercise price per share of Chevron common stock subject to any such Chevron SAR at and after the corresponding Partnership LTIP Award multiplied byeffective time of the Exchange Ratio, roundedmerger will be an amount (rounded up to the nearest whole unit.

The interests in NBLX owned by Chevron and its subsidiaries will remain outstanding as limited partner interests inone hundredth of a cent) equal to (i) the surviving entity. The non-economic general partner interest in NBLX held byexercise price per share of PDC common stock subject to such PDC SAR immediately prior to the General Partner will continue as a non-economic general partner interest in the surviving entity and the General Partner will continue as the sole general partnereffective time of the surviving entity. No fractional sharesmerger divided by (ii) the exchange ratio.

12


At the effective time of Chevron Common Stockthe merger, each outstanding PDC RSU award, whether or not vested, will be issued inconverted into a Chevron RSU award, on the Merger; instead, all fractional sharessame terms and conditions as were applicable under such PDC RSU award immediately prior to the effective time of Chevron Common Stockthe merger (including any provisions for acceleration), with respect to which an NBLX Public Unitholder otherwise would have been entitled will be aggregated and the resulting fraction of a share of Chevron Common Stock will be rounded upnumber (rounded to the nearest whole sharenumber) of shares of Chevron Common Stock. Existing Chevron Stockholderscommon stock determined by multiplying (i) the number of shares PDC common stock subject to such PDC RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

At the effective time of the merger, each outstanding PDC PSU award, whether or not vested, will continuebe treated as follows:

If such PDC PSU award was granted in calendar year 2021, then such PDC PSU award will become fully vested and converted into the right to own their existing Chevron Common Stock followingreceive, within five business days of the completion of the Merger.

The approvalmerger, the number (rounded to the nearest whole number) of the Merger and the adoption of the Merger Agreement requires the affirmative consent of a majority of the outstanding NBLX Common Units. The GP Board set the close of business on March 4, 2021, as the record date for determining the NBLX Limited Partners entitled to consent in writing to adopt the Merger Agreement and approve the Merger. On March 4, 2021, Chevron caused NBL, its indirect, wholly owned subsidiary, which beneficially owns 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units, to deliver a written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the NBLX Limited Partners. For this reason, this information statement/prospectus is being provided to you for informational purposes only. You are not being asked for a proxy, and you are requested not to send a proxy.

Background of the Merger

Chevron management, together with the Chevron Board, and management of the General Partner, together with the GP Board, regularly review operational and strategic opportunities to increase value for Chevron’s and NBLX’s respective investors. In connection with these reviews, the parties have, from time to time, evaluated potential transactions that would further their respective strategic objectives. Since the acquisition of Noble Energy, Inc. (“Noble”) and the General Partner by Chevron in October 2020, Chevron has considered ways to simplify the governance structure of the combined enterprise and better position the combined enterprise to attract capital. Among other things, Chevron and NBLX have considered the external environment for master limited partnerships (“MLPs”) generally, and for NBLX specifically, including the general inaccessibility of equity capital markets and the relative cost of debt capital for non-investment grade companies, the increased desire of investors for companies legally structured as traditional corporations, the

passage of the Tax Cuts and Jobs Act of 2017 (the “TCJA”), which lowered the U.S. federal corporate income tax rate from 35% to 21% and thereby reduced the tax benefits of the MLP pass-through structure, and the perceived effects of such market dynamics on the trading prices for shares of Chevron Common Stock and NBLX Common Units. These market trends have led to numerous transactions involving MLPs, including buy-ins of MLPscommon stock determined by their corporate sponsors, acquisitions of MLPs by third parties, conversions of MLPs to corporations for income tax and state law purposes and simplifications of MLPs in which incentive distribution rights are modified or eliminated to improve the MLP’s cost of capital. These transactions have resulted in a significant reduction inmultiplying (i) the number of outstanding MLPs.

Beginning in November 2020, Chevron beganshares of PDC common stock subject to analyze a potential take-private transaction of NBLX and engaged Latham & Watkins LLP (“Latham”) as its legal counsel and Citigroup Global Markets Inc. (“Citi”) as its financial advisor. Over the following weeks and months, Chevron and its advisors met telephonically and considered different transaction structures and developed a view assuch PDC PSU award immediately prior to the long-term valueeffective time of NBLX.the merger by (ii) the exchange ratio.

On January 27,

If such PDC PSU award was not granted in calendar year 2021, then such PDC PSU award will be converted into a Chevron RSU award, on the Chevron Board met to discuss, among other items, authorizing Chevron to make a non-binding proposalsame terms and conditions as were applicable under such PDC PSU award immediately prior to the GP Board for Chevron to acquire alleffective time of the NBLX Common Units held bymerger (other than any performance-based vesting conditions, but including any provisions for acceleration), with respect to the NBLX Public Unitholders (the “NBLX Public Common Units”) through a merger transaction in exchange fornumber (rounded to the nearest whole number) of shares of Chevron Common Stock, at a to-be-determined fixed exchange ratio (the “Proposed Transaction”). Following a presentationcommon stock determined by Chevron management and discussion amongstmultiplying (i) the membersnumber of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the Chevron Board,merger by (ii) the Chevron Board authorized Chevron managementexchange ratio.

The number of shares of PDC common stock subject to proceed witha PDC PSU award immediately prior to the negotiationeffective time of the Proposed Transaction within certain parameters and authorizedmerger will be determined based on actual performance by the execution and deliveryCompensation Committee of the Merger Agreement and other transaction documents and the consummation of the respective transactions contemplated thereby, including the Merger and the Chevron Stock Issuance, on the terms and subject to the conditions to be negotiated in the Merger Agreement and other transaction documents in accordance with such parameters.

On February 4, 2021, Mr. Pierre Breber, Vice President and Chief Financial Officer, on behalf of Chevron, sent a non-binding, preliminary proposal (the “Initial Offer”) to the GP Board setting forth the terms of the Proposed Transaction pursuant to which Chevron would acquire all of the outstanding NBLX Public Common Units in a stock-for-unit merger transaction that would result in NBLX becoming an indirect wholly owned subsidiary of Chevron at a to-be-determined fixed exchange ratio at a value of $12.47 per NBLX Common Unit. Chevron also indicated in the Initial Offer that it believed a combination of Chevron and NBLX was in the best interests of both Chevron Stockholders and NBLX Public Unitholders because, among other things, (i) the Initial Offer valued both the near and long term economic prospects of NBLX, (ii) the Proposed Transaction was expected to offer NBLX Public Unitholders the ability to retain an investment in a large, diversified energy company, with greater trading liquidity, improved capital structure and balance sheet strength, enhanced access to capital and at a lower cost of capital and the opportunity to realize upside potential through Chevron’s expanded asset base, (iii) the MLP market continued to experience substantial transition since NBLX’s initial public offering, including limited access to liquidity through debt and equity capital markets for MLPs with a smaller market capitalization, resulting in a growing number of MLPs exiting the market through combination transactions similar to the Proposed Transaction, (iv) it expected the Proposed Transaction to optimize value for Chevron Stockholders and NBLX Public Unitholders by creating a single, unified public company focused on asset quality and operational efficiency, while eliminating the burden and costs associated with operating two standalone public companies, and (v) it expected NBLX Public Unitholders to benefit from enhanced governance rights through participation in a traditional corporate governance structure. In the evening of February 4, 2021, Mr. Colin Parfitt, Vice President of Midstream at Chevron and the Chairman of the GP Board, contacted each other member of the GP Board separately and apprised him or her of the Initial Offer.

On February 5, 2021, at a special meeting of the GP Board held via videoconference, Mr. Parfitt, on behalf of Chevron, confirmed for the GP Board the delivery of the Initial Offer. The GP Board adopted resolutions confirming the independence of Mr. Martin Salinas, Jr., Mr. Andrew Viens and Ms. Hallie A.Vanderhider as the current members of the Conflicts Committee, which is a standing committee of the GPPDC Board in accordance with the requirementsterms of the Partnership Agreementapplicable award agreement, except that actual performance will be measured by: (i) deeming the applicable performance period to end as of the second to last business day prior to the effective time of the merger; (ii) computing total shareholder return for PDC by reference to the product of the exchange ratio multiplied by the Average Share Price (as defined in the applicable award agreement) of Chevron common stock for the twenty business days ending on and authorizingincluding the Conflictssecond to last business day prior to the effective time of the merger; and (iii) computing total shareholder return for the applicable peer companies by reference to the Average Share Price (as defined in the applicable award agreement) of each such company’s common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger.

At the effective time of the merger, each outstanding PDC Director RSU award, whether or not vested, will be converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC Director RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

CommitteeAny amounts relating to (i) reviewdividend equivalent rights granted with respect to the foregoing PDC equity awards that are accrued but unpaid as of the completion of the merger will carry over and evaluatewill be paid if required by and in accordance with the terms and conditions of, and determineas were applicable to such equity award immediately prior to the advisabilitycompletion of the Proposed Transactionmerger (or, in the case of PDC PSU awards granted in 2021 and related agreements, for and on behalf of NBLX and the NBLX Public Unitholders; (ii) negotiate the terms and conditionsPDC Director RSU awards, will be paid within five business days of the Proposed Transaction and related agreements for and on behalf of NBLX and the NBLX Public Unitholders; (iii) determine whether the Proposed Transaction is in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders; (iv) approve, or determine not to approve, the Proposed Transaction (any such approvalcompletion of the Proposed Transaction to constitute Special Approval);merger).

For a more complete discussion of the treatment of PDC SARs, PDC RSU awards, PDC PSU awards and (v) recommend toPDC Director RSU awards, see “The Merger Agreement—Merger Consideration—Treatment of PDC Equity Awards” beginning on page 74.

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Recommendations of the GPPDC Board

The PDC Board unanimously recommends that you vote “FOR” the Proposed Transaction be approved or not approved, or determine not to make any recommendation regardingmerger proposal, “FOR” the Proposed Transaction tomerger-related compensation proposal and “FOR” the GP Board. The Conflicts Committee was also authorized to retain legal and financial advisors in its sole discretion. Such authorization also ratified any actions previously takenadjournment proposal. For the factors considered by the Conflicts CommitteePDC Board in reaching this decision and additional information on the recommendation of the PDC Board, see the section entitled “The Merger—PDC Board’s Recommendation and Its Reasons for the Transaction” beginning on page 40.

Opinion of PDC’s Financial Advisor

At the meeting of the PDC Board on May 21, 2023, J.P. Morgan Securities LLC (which we refer to as “J.P. Morgan”), the financial advisor of PDC in connection with the process.

Also on February 5, 2021, Mr. Salinas contacted a representative of Janney Montgomery Scott LLC (“Janney”) to discuss engaging Janney to advise the Conflicts Committee in its consideration of the Proposed Transaction.

On February 6, 2021, Mr. Salinas contacted a representative of Baker Botts L.L.P. (“Baker Botts”) to discuss engaging Baker Botts as legal counsel to represent the Conflicts Committee in its consideration of the Proposed Transaction. Mr. Salinas sent a draft of Janney’s engagement letter (the “Engagement Letter”) with respect to the Proposed Transaction to Baker Botts for review. Between February 6, 2021 and February 18, 2021, the parties negotiated and clarified the terms of the Engagement Letter and, on February 18, 2021, the Conflicts Committee and Janney executed the Engagement Letter.

On February 9, 2021, the Conflicts Committee met telephonically with representatives of Baker Botts and Janney to discuss preliminary considerations with respect to the Initial Offer. Later on February 9, 2021, Mr. Nick Wallace, Director, Corporate Business Development for Chevron, and Mr. Salinas met telephonically, whereby Mr. Salinas introduced himself and Mr. Wallace introduced to Mr. Salinas members of the Chevron management team and notified Mr. Salinas that Chevron had engaged Latham and Citi as its outside legal and financial advisors, respectively. Mr. Salinas notified Mr. Wallace that the Conflicts Committee had engaged Baker Botts and Janney as its outside legal and financial advisors, respectively. Mr. Wallace and Mr. Salinas also discussed proposed timing associated with the Proposed Transaction, including to set potential dates for the Chevron management team to present their business and financial forecast and outlook for NBLX to the Conflicts Committee and Janney (the “Management Presentation”). Mr. Salinas followed up after this call by sending Mr. Wallace the contact information for the Janney and Baker Botts representatives advising the Conflicts Committee.

On February 10, 2021, representatives of Janney sent a due diligence request to NBLX requesting various materials in connection with its review and evaluation of the Proposed Transaction. Also on February 10, 2021, Janney created the virtual data room and invited representatives of NBLX. On February 16, 2021, representatives of NBLX began populating the virtual data room with materials responsive to Janney’s due diligence request. On February 23, 2021, Janney granted virtual data room access to representatives of Baker Botts. Janney and Baker Botts continued their ongoing financial and legal analyses, respectively, and due diligence review of the Proposed Transaction through the signing date of the Merger Agreement.

Between February 10, 2021 and extending through the signing date of the Merger Agreement, Janney conducted numerous due diligence meetings with members of NBLX management to review NBLX’s operations and financial forecasts. Janney’s review primarily concentrated on drilling assumptions on NBLX’s dedicated acreage by both Chevron and NBLX’s third party customers, forecasted well connections to NBLX’s gathering systems, NBLX’s operating cost structure and capital forecasts, the expected performance of NBLX’s equity investments, and NBLX’s forecasted balance sheet and financing requirements, among other considerations. Janney further reviewed the key differences between NBLX management’s lower case and upper case projections, with a primary emphasis on projected drilling and well connection assumptions for both Chevron and NBLX’s third party customers. On March 2, 2021, NBLX management certified to Janney that its forecasts

were reasonably prepared in good faith on bases reflecting the best available estimates and good faith judgment of senior management of NBLX. On March 4, 2021, Janney held a bring-down financial due diligence call with NBLX management.

On February 11, 2021, Baker Botts sent questionnaires to each of Messrs. Salinas and Viens and Ms. Vanderhider to confirm their independence. Also on February 11, 2021, Baker Botts sent a questionnaire to Janney to determine its independence. Between February 11, 2021 and February 16, 2021, Baker Botts received the executed independence questionnaires from Janney and each of Messrs. Salinas and Viens and Ms. Vanderhider.

Between February 11, 2021 and February 14, 2021, Mr. Salinas and Mr. Wallace corresponded via email regarding dates on which to hold the Management Presentation, initially scheduling the presentation for February 23, 2021.

From time to time between February 15, 2021 and February 23, 2021, due to widespread, lengthy power outages throughout the state of Texas, where many of the members of Chevron management, the Conflicts Committee, and their respective financial and legal advisors resided, Mr. Salinas and Mr. Wallace continued to correspond via email to determine whether to reschedule the Management Presentation initially scheduled for February 23, 2021. The telephonic meetings culminated in Mr. Salinas and Mr. Wallace agreeing to reschedule the Management Presentation for February 25, 2021.

On February 23, 2021, a representative of Citi contacted a representative of Janney to discuss the Proposed Transaction and to provide Janney with the financial forecasts being used by Citi in its evaluation. Subsequently, Janney compared the financial forecast received by Citi to the financial forecasts prepared by NBLX and concluded that the financial forecasts provided by Citi were substantially similar to NBLX management’s lower case with the exception of the assumed refinancing of NBLX’s near term debt maturities. The financial forecasts used by Citi in its evaluation assumed debt incurred to refinance NBLX’s term loans maturing in July 2021 and August 2022 would be longer term and have a higher interest rate than assumed in NBLX’s lower case, with the result that the financial forecasts used by Citi projected lower cash flows to the NBLX Unitholders.

On February 25, 2021, certain members of Chevron’s management team, including Mr. Wallace and Mr. Kyle Simson, Principal Corporate Negotiator, Corporate Business Development for Chevron, as well as representatives from Latham and Citi, met via videoconference with representatives from the Conflicts Committee, Janney and Baker Botts, in which Chevron management delivered a presentation to the Conflicts Committee relating to the Proposed Transaction. Among other things, Chevron management reviewed a summary of the Initial Offer, including the reasons why it believed the Initial Offer constituted a fair and full value offer for the NBLX Public Common Units, and highlighted how the Proposed Transaction aligned with Chevron’s long-term interest and would streamline corporate governance. During the discussion, Chevron management noted NBLX’s dependence on Chevron-related EBITDA and cash flow, challenges facing the MLP model, the fact that Chevron did not anticipate future drop downs to fund NBLX growth, the fact that Chevron acreage dedicated to NBLX represents only a portion of Chevron’s overall global portfolio and could face strong internal competition for development capital at Chevron, challenges existing under NBLX’s loan covenants and possible impacts on future distributions. Chevron management also discussed the Chevron-Prepared Projections (see “–Unaudited Financial Projections of NBLX”). During the course of the meeting, members of the Conflicts Committee and its advisors asked questions, and received answers, regarding the Proposed Transaction and the Initial Offer.

After the telephonic meeting, the Conflicts Committee and representatives of Janney and Baker Botts held a telephonic meeting to outline discussion points for the Conflicts Committee meeting to be held March 1, 2021.

Also on February 25, 2021, Janney submitted Baker Botts’ supplemental legal due diligence request to NBLX requesting additional materials in connection with Baker Botts’ review and evaluation of the Proposed Transaction. Janney and Baker Botts continued their ongoing financial and legal analyses, respectively.

On February 26, 2021, Baker Botts submitted another supplemental legal due diligence request to NBLX requesting additional materials in connection with Baker Botts’ review and evaluation of the Proposed Transaction. Later that day, NBLX provided a response to Baker Botts’ questions from February 25, 2021 and February 26, 2021. Janney and Baker Botts continued their ongoing financial and legal analyses, respectively.

On or around February 27, 2021, NBLX management provided to Janney and Baker Botts a tax impact analysis of the Merger. The analysis was based on the most recently available data and included an estimate of the tax gain or loss (including both ordinary and capital gain or loss) that would be recognized by each group of common unitholders.

On February 28, 2021, Mr. Wallace, on behalf of Chevron, sent the initial draft of the Merger Agreement to Mr. Salinas. Mr. Salinas then circulated the Merger Agreement to Baker Botts and Janney.

Janney and Baker Botts sent their presentation materials to the Conflicts Committee prior to the telephonic meeting scheduled for the morning of March 1, 2021. The purpose of the meeting was for Baker Botts and Janney to discuss with the Conflicts Committee (i) preliminary considerations with respect to the Proposed Transaction, (ii) Janney’s financial analysis, (iii) the expected tax impacts of the Proposed Transaction on the NBLX Public Unitholders, (iv) the Conflicts Committee’s duties and (v) possible counterproposals. Baker Botts provided an overview of the Initial Offer, the Proposed Transaction and Baker Botts’ diligence to date. Baker Botts then reviewed with the Conflicts Committee its duties under the Partnership Agreement and applicable law with respect to the Proposed Transaction and engaged in a discussion of such duties with the Conflicts Committee. Janney then presented materials regarding its financial analysis of the Initial Offer. During the presentation, Janney provided, among other things, (i) an overview of Chevron and NBLX, (ii) a summary of the Initial Offer and Proposed Transaction, (iii) a discussion of NBLX management’s projections including both lower case and upper case projections, (iv) a detailed valuation analysis of NBLX, including premiums paid analysis, public comparables analysis, precedent transactions analysis and discounted cash flow analysis, (v) a discussion of the type curves utilized by NBLX management in the Forecasts, and (vi) a discussion of the current regulatory environment in Colorado. The Conflicts Committee discussed with its advisors the reasons for, negative factors weighing against, and procedural considerations relating to the Proposed Transaction, a list of which are described under “—Approval of the Conflicts Committee and the GP Board and their Reasons for the Merger.” Baker Botts and Janney also presented to the Conflicts Committee on the tax consequences of the Proposed Transaction. After deliberating on the Initial Offer, the Conflicts Committee, Janney and Baker Botts then discussed the outline of a possible counterproposal. The directors decided to hold a discussion among themselves later in the day after they gave further consideration to the materials presented at the meeting.

Later on March 1, 2021, the Conflicts Committee deliberated and decided to deliver a counterproposal to Chevron in response to the Initial Offer. The Conflicts Committee met telephonically with representatives of Janney and Baker Botts during the afternoon of March 1, 2021, to update them on the same. Mr. Salinas, in his capacity as Chairman of the Conflicts Committee, first called Mr. Wallace to preview a response to the Initial Offer and thereafter delivered to Mr. Wallace a letter outlining a counterproposal at an exchange ratio of 0.1419, which was based on (i) a value of $14.00 per NBLX Common Unit, a discount to the trading price as of the close of trading on March 1, 2021, and (ii) the 10-day volume weighted average price (“VWAP”) of Chevron Common Stock of $98.6912 as of the close of trading on March 1, 2021 (the “First Counteroffer”). Mr. Wallace responded by stating that Chevron would review the First Counteroffer.

Also on March 1, 2021, Baker Botts submitted another supplemental legal due diligence request to NBLX requesting additional materials in connection with its review and evaluation of the Proposed Transaction. Janney and Baker Botts continued their ongoing financial and legal analyses, respectively.

On March 2, 2021, Mr. Wallace, on behalf of Chevron, and Mr. Salinas, on behalf of the Conflicts Committee, discussed the First Counteroffer and other matters related to NBLX valuation over the course of several phone conversations.

Later on March 2, 2021, Mr. Wallace, on behalf of Chevron, emailed a revised offer to Mr. Salinas, (the “Second Offer”), which reflected an exchange ratio of 0.1393 of a share of Chevron Common Stock for each NBLX Common Unit and specifying that, by way of example, using: (i) the 10-day VWAP of the Chevron Common Stock of $98.6912 referenced in the First Counteroffer; and (ii) the Chevron proposed 0.1393 exchange ratio, the resultant value per NBLX Common Unit would be $13.75.

Later on March 2, 2021, Mr. Salinas, on behalf of the Conflicts Committee, called Mr. Wallace to confirm that the exchange ratio included in the Second Offer would apply to the price of Chevron’s Common Stock on the day of Closing, which Mr. Wallace confirmed.

Later on March 2, 2021, Mr. Salinas, on behalf of the Conflicts Committee, emailed Mr. Wallace to accept the financial terms set forth in the Second Offer. Mr. Wallace subsequently called Mr. Salinas to determine whether the Conflicts Committee was substantially prepared to enter into a definitive agreement regarding the Proposed Transaction, and Mr. Salinas confirmed that it was.

Also on March 2, 2021, NBLX provided a response to Baker Botts’ supplemental legal due diligence request from March 1, 2021 and requested a due diligence call with representatives of Baker Botts.

On the morning of March 3, 2021, Mr. Salinas called Mr. Wallace to inform him that Baker Botts would send a revised draft of the Merger Agreement to Latham later that afternoon.

On March 3, 2021, members of the NBLX internal legal and business teams and Baker Botts attended a due diligence call related to certain NBLX environmental regulatory matters. Baker Botts sent the Conflicts Committee and Janney its presentation materials for the upcoming afternoon meeting regarding the terms of the Merger Agreement.

Later on March 3, 2021, the Conflicts Committee met telephonically with representatives of Janney and Baker Botts, at which time Baker Botts presented an overview of the Merger Agreement, highlighting (i) the mechanics of the merger, (ii) the representations and warranties of NBLX and how they compared to those made by NBLX’s peers in similar transactions, (iii) the interim operating covenants of NBLX and Chevron and their respective businesses during the period between execution of the Merger Agreement and closing of the Proposed Transaction, (iv) directors’ and officers’ indemnity and insurance provisions, and (v) the potential requirement for NBLX or Chevron to reimburse the other party’s expenses, up to $3.5 million, in connection with the termination of the Merger Agreement as a result of a material uncured breach by Chevron, on the one hand, or NBLX or the General Partner, on the other hand. Baker Botts also shared with the Conflicts Committee the results of its legal due diligence review, including, among other things, that the Merger is not reportable under the HSR Act.

Subsequently on March 3, 2021, Baker Botts, on behalf of the Conflicts Committee, sent a revised draft of the Merger Agreement to Latham. Among other things, the revised draft of the Merger Agreement: (i) eliminated certain minority investments or joint ventures that NBLX does not control from the representations and warranties of NBLX and the General Partner; (ii) shortened the length of time covered by certain representations and warranties of NBLX and the General Partner; (iii) deleted the representation and warranty related to tax matters of NBLX and the General Partner; (iv) added exceptions to NBLX’s interim operating covenant that allows it to take actions as provided in any material contract of NBLX; (v) proposed an outside date for the consummation of the Merger of nine months from the date of execution of the Merger Agreement; and (vi) proposed language to clarify the timing of the payment of NBLX’s quarterly distributions immediately prior to the anticipated closing of the Merger.

On March 4, 2021, members of the Chevron business and legal teams met via videoconference with representatives of Latham to discuss the revised Merger Agreement. After discussion, Chevron instructed Latham to make certain changes to the Merger Agreement, preview the remaining open points with Baker Botts, and send Baker Botts a revised draft of the Merger Agreement. Following this, representatives of Latham held a short call with representatives of Baker Botts to discuss the remaining open points in the Merger Agreement.

In the afternoon of March 4, 2021, Latham responded to Baker Botts with a revised draft of the Merger Agreement. Among other things, the revised draft of the Merger Agreement: (i) set an outside date for completion of the Proposed Transaction of six months after execution of the Merger Agreement; (ii) finalized the capitalization representation and warranty of Chevron; and (iii) incorporated Holdings throughout the Merger Agreement, as applicable. Throughout the day on March 4, 2021, representatives of Latham and Baker Botts continued to negotiate minor revisions to the Merger Agreement, and Latham delivered to Baker Botts a draft of the NBLX disclosure schedule relating to the Merger Agreement, to which Baker Botts returned minor revisions. Following this, Mr. Wallace called Mr. Salinas to discuss the status of the Merger Agreement and timing of a meeting of the GP Board to consider the Merger Agreement.

That evening, Latham sent a proposed final draft of the Merger Agreement and the related disclosure schedule to Baker Botts, subject to approval by the Conflicts Committee and the GP Board at their respective meetings later that evening. Baker Botts and Janney distributed their respective presentation materials to the Conflicts Committee in anticipation of the meeting scheduled to occur later that evening.

Also on March 4, 2021, the Conflicts Committee met with representatives of Janney and Baker Botts. Baker Botts reviewed with the Conflicts Committee the final terms of the Merger Agreement that had been negotiated with Chevron. Following the presentation by Baker Botts, Janney reviewed its financial analyses of the Proposed Transaction at the Exchange Ratio and provided the Conflicts Committee with its final valuation analysis with respect to the Proposed Transaction. Upon the request of the Conflicts Committee, Janney then rendered its oral opinion to the PDC Board, which was concurrentlysubsequently confirmed by delivery of a written opinion, dated May 21, 2023, to the effect that, as of such date and on the basisbased upon and subject to the variousfactors, assumptions, qualifications and any limitations set forth in Janney’sits written opinion, the Exchange Ratio set forthmerger consideration to be paid to the holders of PDC common stock in the Merger Agreementproposed merger was fair, from a financial point of view, to NBLX and the NBLX Public Unitholders. Following receipt of Janney’s fairness opinion and further discussion with Janney and Baker Botts, the Conflicts Committee unanimously adopted resolutions that (i) determined that the Proposed Transaction is in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders, (ii) approved the Proposed Transaction and the Merger Agreement (the foregoing constituting Special Approval as defined in the Partnership Agreement), (iii) resolved to recommend to the GP Board the approval of the Proposed Transaction and the Merger Agreement, and (iv) resolved to recommend to the GP Board that the GP Board recommend the approval of the Proposed Transaction and the Merger Agreement to the NBLX Limited Partners.

Further on March 4, 2021, in a special meeting of the GP Board, the Conflicts Committee provided the GP Board with a full report of the process of evaluating the Proposed Transaction, including (i) the hiring of Janney and Baker Botts as financial and legal advisors, (ii) the results of the price negotiations between Chevron and the Conflicts Committee, (iii) the completion of the due diligence review conducted by Janney and Baker Botts, (iv) the receipt of the oral opinion of Janney as described above, (v) the Conflicts Committee’s Special Approval of the Proposed Transaction and the Merger Agreement and (vi) the Conflicts Committee’s resolution to recommend that the GP Board recommend the approval of the Proposed Transaction and the Merger Agreement to the Limited Partners. Following discussion between the GP Board and the Conflicts Committee with respect to its report and the terms of the Proposed Transaction and the Merger Agreement, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote (a) determined that the Proposed Transaction and the forms, terms and provisions of the Merger Agreement are in, or not adverse to, the interests of NBLX and the NBLX Limited Partners, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the Proposed

Transaction on the terms and subject to the conditions set forth in the Merger Agreement, and (c) directed that the adoption of the Merger Agreement and the approval of the Proposed Transaction be submitted to a vote of the NBLX Limited Partners and authorized the NBLX Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

Following the meetings of the Conflicts Committee and the GP Board, Chevron, Holdings, Merger Sub, NBLX and the General Partner executed the Merger Agreement, and Chevron caused NBL to deliver the Written Consent.

On March 5, 2021, Chevron and NBLX issued a joint press release announcing the execution of the Merger Agreement.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Dutiesholders.

The unanimous approvalfull text of the Merger, including the Merger Agreement and the transactions contemplated thereby, by the members of the Conflicts Committee constitutes “Special Approval” under the Partnership Agreement. Under Section 7.9 of the Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its affiliates, on the one hand, and NBLX, any subsidiary or any partner of NBLX, on the other hand, any resolution or course of action by the General Partner or its affiliates in respect of such conflict of interest will be permitted and deemed approved by all of the partners of NBLX and will not constitute a breach of the Partnership Agreement, any Group Member Agreement (as defined in the Partnership Agreement), or any agreement contemplated therein or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is approved by Special Approval, namely approval by a majority of the members of the Conflicts Committee.

Under Section 7.10(b) of the Partnership Agreement, any action taken or omitted to be taken by the General Partner in reliance upon the advice orJ.P. Morgan’s written opinion, of an investment banker, among others, as to matters reasonably believed to be in such person’s professional or expert competence shall be conclusively presumed to have been taken or omitted to be taken in good faith and in accordance with such advice or opinion.

Chevron’s Rationale for the Transaction

At a meeting held on January 27, 2021, the Chevron Board (i) determined that the Merger and the transactions contemplated thereby, including the Chevron Stock Issuance, are in the best interests of Chevron and the Chevron Stockholders and (ii) authorized the negotiation, execution and delivery of the Transaction Documents and the consummation of the respective transactions contemplated thereby, including the Merger and the Chevron Stock Issuance, on the terms and subject to the conditions to be negotiated by Chevron management.

Chevron viewed the following factors as generally favorable in its determination and approval of the Merger and the transactions related thereto, including the Chevron Stock Issuance:

Chevron’s belief that NBLX can operate more efficiently and effectively as a private entity, including by improving NBLX’s cost of capital and access to debt capital markets to finance future growth over time.

Chevron’s belief that improvements to NBLX’s cost structure and strategic direction could be achieved, free of the pressures imposed on a publicly traded partnership as a standalone entity with regard to operating results and quarterly reporting requirements, particularly after the passage of the TCJA and the unfavorable view of the MLP structure in the market thereafter.

Chevron’s pre-existing understanding of the midstream oil and gas industry and Chevron management’s belief that they can effectively manage NBLX as a private company.

Chevron’s belief that the management and employees of NBLX and the General Partner will be able to better execute on NBLX’s future strategic plans after eliminating, among other things, the compliance and cost burdens of running a separate public company.

The fact that NBL’s delivery of the Written Consent immediately following the execution of the Merger Agreement has already satisfied the NBLX Limited Partner approval requirements for the Merger under the Partnership Agreement.

Chevron’s belief that the Merger Consideration to be paid by Chevron pursuant to the Merger Agreement is fair, from a financial point of view, to Chevron.

The fact that the Exchange Ratio is fixed, which protects against Chevron being required to issue additional equity in the event that the market price of shares of Chevron Common Stock decreases prior to Closing and/or the market price of NBLX Common Units appreciates prior to Closing.

Chevron’s familiarity with the businesses, assets, liabilities, results of operations, financial condition and competitive positions of Chevron and NBLX.

Chevron viewed the following factors as generally negative or unfavorable in making a determination with respect to the Merger and the transactions related thereto, including the Chevron Stock Issuance:

The fact that the Exchange Ratio is fixed, and therefore the value of the Merger Consideration payable to the NBLX Public Unitholders will increase in the event that the market price of shares of Chevron Common Stock increases prior to Closing and will not decrease in the event the market price of NBLX Common Units declines.

The risk that the potential financial and operational benefits expected from the Merger might not be fully realized.

The risk that Chevron may be obligated to consummate the Merger even if there are material negative developments or events at NBLX during the interim period between the execution of the Merger Agreement and the Closing Date (the “Interim Period”).

The attention of management and employees may be diverted during the Interim Period, which may negatively affect Chevron’s and NBLX’s businesses.

Litigation may be commenced in connection with the Merger, and that litigation may increase costs and result in a diversion of management focus.

The risk that the Merger might not be completed in a timely manner or that the Merger might not be consummated at all as a result of a failure to satisfy the conditions contained in the Merger Agreement, and that a failure to complete the Merger could negatively affect the trading price of shares of Chevron Common Stock.

After taking into account all of the factors set forth above, as well as others, Chevron concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations.

The foregoing discussion is not intended to be exhaustive, but it is intended to address the material information and principal factors considered by Chevron in considering the Merger. In view of the number and variety of factors and the amount of information considered, Chevron did not find it practicable to, and did not make specific assessments of, quantify or assign relative weights to, the specific factors considered in reaching its determination. In addition, Chevron did not undertake to make any specific determination as to whether any

particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination. Chevron made its recommendation based on the totality of the information presented to, and the investigation conducted by, the Chevron Board and Chevron management. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Approval of the Conflicts Committee and the GP Board and their Reasons for the Merger

The Conflicts Committee consists of three independent directors of the GP Board: Martin Salinas, Jr., Hallie A. Vanderhider and Andrew E. Viens. The GP Board authorized the Conflicts Committee to (i) review and evaluate the terms and conditions of, and determine the advisability of, the Merger, including the Merger Agreement and the transactions contemplated thereby, for and on behalf of NBLX and the NBLX Public Unitholders; (ii) negotiate the terms and conditions of the Merger, including the Merger Agreement and the transactions contemplated thereby, for and on behalf of NBLX and the NBLX Public Unitholders; (iii) determine whether the Merger, including the Merger Agreement and the transactions contemplated thereby, is in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders; (iv) approve, or determine not to approve, the Merger, including the Merger Agreement and the transactions contemplated thereby (any such approval of the Merger, including the Merger Agreement and the transactions contemplated thereby to constitute “Special Approval” as defined in the Partnership Agreement); and (v) recommend to the GP Board that the Merger, including the Merger Agreement and the transactions contemplated thereby, be approved or not approved, or determine not to make any recommendation regarding the Merger, including the Merger Agreement and the transactions contemplated thereby.

At a meeting held on March 4, 2021, the Conflicts Committee, by unanimous vote (a) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders, (b) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (the foregoing constituting Special Approval), (c) resolved to recommend to the GP Board the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, and (d) resolved to recommend to the GP Board that the GP Board recommend the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, to the NBLX Limited Partners.

At a meeting held on March 4, 2021, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote (a) determined that the forms, terms and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are in, or not adverse to, the interests of NBLX and the NBLX Limited Partners, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and (c) directed that the adoption of the Merger Agreement and the approval of the Merger be submitted to a vote of the NBLX Limited Partners and authorized the NBLX Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

The Conflicts Committee retained Baker Botts L.L.P. (“Baker Botts”) as its legal counsel and Janney as its independent financial advisor. The Conflicts Committee believed that Janney was independent based on the lack of material business relationships between Janney and Chevron, NBLX and their respective affiliates. The Conflicts Committee oversaw the performance of financial and legal due diligence by its advisors. The Conflicts Committee also conducted an extensive review and evaluation of the Merger, including the Merger Agreement and the transactions contemplated thereby, and conducted negotiations with Chevron and its representatives with respect to the Merger, including the Merger Agreement and the transactions contemplated thereby.

The Conflicts Committee consulted with its financial and legal advisors and considered both positive and negative factors in making its determination and approvals and the related recommendation to the GP Board.

The Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and approvals and the related recommendation to the GP Board:

The Exchange Ratio of 0.1393 equates to (a) an implied value of $14.27 based on the closing price of Chevron Common Stock on March 2, 2021 of $102.44 (the day on which the Conflicts Committee concluded price negotiations with Chevron regarding the Exchange Ratio), which reflected a 14.4% premium to Chevron’s original proposal of $12.47 per NBLX Public Common Unit and (b) an implied value of $14.56 based on the closing price of Chevron Common Stock on March 4, 2021 (the last trading day before the announcement of the Merger Agreement).

The Exchange Ratio is fixed, and therefore the value of the consideration payable to NBLX Public Unitholders will increase in the event that the market price of Chevron Common Stock increases relative to the market price of NBLX Common Units prior to the closing of the Merger.

The Merger enables NBLX Public Unitholders to participate in the value and opportunities of Chevron after the Merger, including both dividends and expected future growth should they choose to retain their Chevron shares. Alternatively, the significantly larger public float and higher average daily trading volume of Chevron Common Stock will allow the NBLX Public Unitholders to efficiently sell the Chevron Common Stock they receive in the Merger for cash should they decide they do not want to participate in the equity value of Chevron.

NBLX’s midstream assets are primarily located in the DJ Basin in Colorado, which faces increasing and material restrictions on oil and gas development, whereas Chevron has a much more diversified and geographically diverse asset portfolio much less susceptible to increased regulatory restrictions in any one jurisdiction.

Chevron informed the Conflicts Committee that it did not anticipate future drop down transactions with NBLX, as Chevron does not perceive benefits to it of NBLX’s continuing as a public entity, thereby limiting growth opportunities for NBLX.

The Chevron acreage dedicated to NBLX represents only a portion of Chevron’s overall global portfolio, and could face strong internal competition for development capital at Chevron, as well as be subject to intermittent versus continuous development.

NBLX cut its distribution by 73% from $0.6878 per NBLX Common Unit in the fourth quarter of 2019 to $0.1875 per NBLX Common Unit in the first quarter of 2020, and NBLX does not expect to increase the distribution in the foreseeable future and may in the future be more limited in its ability to pay distributions and remain in compliance with covenants under its existing term loans.

Chevron has an investment grade rating and a lower cost of capital, a stronger growth outlook and greater access to capital than NBLX, as well as a long history of paying attractive dividends.

NBLX, as a standalone entity, faces greater risk from lower commodity prices and drilling activity than Chevron because of the latter’s scale and size.

NBLX’s EBITDA and cash flow is heavily dependent on Chevron production acquired from Noble.

NBLX’s access to equity capital, like that of many MLPs, remains limited as a result of decreased investor interest in owning MLPs. The Conflicts Committee believes that corporations attract a broader set of investors as compared to MLPs, including in part because certain types of institutional investors face prohibitions or limitations on investing in entities other than corporations. Furthermore, the passage of the TCJA lowered the U.S. federal corporate income tax rate from 35% to 21% and thereby reduced the former comparative tax benefits of the MLP pass-through structure.

NBLX’s $500 million term loan facility matures on July 31, 2021 and its $400 million term loan facility matures on August 23, 2022, and NBLX may face challenges in refinancing this debt. Due to, among other things, the relative cost of debt capital for non-investment grade MLPs such as NBLX, any such refinanced debt would likely bear a higher rate of interest than the existing term loan facilities.

After evaluating the Merger and the status quo, the Conflicts Committee believed that pursuing the Merger was more attractive than maintaining the status quo. Furthermore, the Conflicts Committee also believed that there are no viable alternative transactions for the General Partner in lieu of a transaction with Chevron that would provide comparable or superior value, in light of Chevron’s controlling position in NBLX through Chevron’s indirect ownership of the General Partner and approximately 62.5% of the NBLX Common Units and the Conflicts Committee’s recognition of overall risks and uncertainties in midstream corporate and asset transactions.

NBLX Public Unitholders will receive equity ownership in a corporate entity with traditional fiduciary duties owed to stockholders (which are more robust than those under the Partnership Agreement) and the ability to vote in the election of directors.

The Merger will provide cost savings and efficiencies for the combined entity as a result of deregistering NBLX as a separate public entity.

The NBLX Public Unitholders’ aggregate tax obligations resulting from the Merger are expected to be mitigated to some extent because a large proportion of the unitholders have a relatively high adjusted tax basis in their NBLX Public Common Units and many of the NBLX Public Unitholders have suspended passive losses available to offset a portion of the taxable gain, including ordinary income, that will be recognized in the Merger.

The Conflicts Committee believes that the Exchange Ratio of 0.1393 shares of Chevron Common Stock for each NBLX Public Common Unit represented the highest exchange ratio that Chevron would be willing to pay the NBLX Public Unitholders.

The Conflicts Committee reviewed and discussed Janney’s financial presentations with representatives of Janney and received an oral opinion of Janney, dated March 4, 2021, to the Conflicts Committee, which was concurrently confirmed in writing on March 4, 2021, that, as of such date and on the basis of and subject to the various assumptions, qualifications, and limitations set forth in Janney’s opinion, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to NBLX and the NBLX Public Unitholders.

The fact that Chevron caused NBL, which beneficially owns 56,447,616 NBLX Common Units, representing approximately 62.5% of the outstanding NBLX Common Units, to deliver the Written Consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent is sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the NBLX Limited Partners.

The terms of the Merger Agreement, principally:

o

each NBLX Public Unitholder will receive 0.1393 shares of Chevron Common Stock per outstanding NBLX Public Common Unit;

o

Chevron’s obligation to reimburse certain NBLX expenses, up to $3.5 million, in connection with the termination of the Merger Agreement as a result of a material uncured breach by Chevron under the Merger Agreement;

o

the operating covenants of Chevron providing protection to the NBLX Public Unitholders prior to Closing by restricting Chevron’s ability to take certain actions prior to the closing of the Merger that could reduce the value of the Chevron Common Stock received by the NBLX Public Unitholders in the Merger;

o

under the terms of the Merger Agreement, prior to the Effective Time, Chevron and its subsidiaries, including the General Partner, are prohibited from revoking or diminishing the authority of the Conflicts Committee or from removing any member of the Conflicts Committee without the consent of the Conflicts Committee prior to the closing of the Merger;

o

the Merger Agreement requires Conflicts Committee authorization with respect to the mutual agreement by Chevron and NBLX to terminate the Merger Agreement, and any amendment to, waiver of, or consent under the Merger Agreement by NBLX requires the Conflicts Committee’s approval in writing;

o

the Merger Agreement contains only limited conditions and exceptions to the closing conditions; and

o

the approval of the Chevron Stockholders is not required in connection with the Merger or the Chevron Stock Issuance.

The Conflicts Committee considered the following factors to be generally negative or unfavorable in arriving at its determinations and approvals, and the related recommendation to the GP Board:

The Exchange Ratio of 0.1393 equates to an implied value of $14.27 based on the closing price of Chevron Common Stock on March 2, 2021 (the day on which the Conflicts Committee concluded price negotiations with Chevron regarding the Exchange Ratio), which reflected a 3.6% discount to the closing price of NBLX Common Units on March 2, 2021 of $14.80.

The Exchange Ratio is fixed, and therefore the value of the consideration payable to NBLX Public Unitholders will decrease in the event that the market price of Chevron Common Stock decreases relative to the market price of NBLX Common Units prior to the closing of the Merger.

The NBLX Common Units have, in the past, traded at levels that exceed $14.56 per NBLX Common Unit, the amount implied by the Exchange Ratio as of March 4, 2021.

The Merger will be a taxable transaction to the NBLX Public Unitholders for U.S. federal and state income tax purposes. Depending on each NBLX Public Unitholder’s individual tax situation, such NBLX Public Unitholder will recognize taxable gain or loss upon the exchange of the NBLX Public Common Units for Chevron Common Stock in the Merger. Additionally, a portion of any such taxable gain or loss will be separately computed and any gain will be taxed as ordinary income.

Following the Merger, the income of the resulting combined entity will be subject to double taxation (at the combined company and stockholder levels) for U.S. federal income tax purposes because Chevron is a corporation, while the income of NBLX is currently subject to only one level of tax (at the unitholder level) because NBLX is a partnership.

Because Chevron caused NBL to execute the Written Consent immediately after the execution of the Merger Agreement, which was sufficient for approval of the Merger, the Conflicts Committee was not authorized to, and did not, conduct an auction process or other solicitation of interest from third parties for the acquisition of NBLX.

The Merger Agreement does not include a “majority of the minority” approval condition, and therefore approval of the Merger does not require the affirmative vote of the NBLX Public Unitholders.

The combined company may be unable to realize fully the potential benefits sought in the Merger, including as a result of energy industry, competitive, economic, financial, technological, regulatory or other developments.

The Merger may not be completed in a timely manner, or at all, which could result in significant costs and disruption to NBLX’s normal business and a decline in the trading price of NBLX Common Units.

The fact that the market price of the NBLX Common Units could be affected by many factors, including the following if the Merger Agreement is terminated: (i) the reason for such termination and whether such termination resulted from factors adversely affecting NBLX, (ii) the possibility that, as a result of the termination of the Merger Agreement, possible acquirers (including Chevron in any future consideration) may consider NBLX to be an unattractive acquisition candidate, and (iii) the possible sale of NBLX Common Units by short-term investors following an announcement that the Merger Agreement was terminated.

The risks and contingencies relating to the announcement and pendency of the Merger, including the potential for diversion of management and employee attention and the potential effect on NBLX’s business and the restrictions on the conduct of NBLX’s business during the period between the execution of the Merger Agreement and the completion of the Merger and other transactions contemplated thereby.

Certain terms of the Merger Agreement, principally:

o

NBLX’s obligations to reimburse certain Chevron expenses, up to $3.5 million, in connection with the termination of the Merger Agreement as a result of a material uncured breach by NBLX or the General Partner under the Merger Agreement;

o

the operating covenants of NBLX providing protection to the Chevron Stockholders prior to Closing by restricting NBLX’s ability to take certain actions prior to the closing of the Merger that could reduce the value of the NBLX Public Common Units acquired by Chevron in the Merger; and

o

the operating covenants of Chevron providing protection to the NBLX Unitholders prior to closing are limited.

The NBLX Public Unitholders are not entitled to dissenters’ or appraisal rights under the Merger Agreement, NBLX’s Partnership Agreement or Delaware law.

The NBLX Public Unitholders will be forgoing the potential benefits that would be realized by remaining unitholders of NBLX on a standalone basis.

Litigation may occur in connection with the Merger, and such litigation may increase costs and result in a diversion of management focus.

Some of the directors and executive officers of Chevron and the General Partner may have interests in the Merger that are different from, or in addition to, the interests of the Chevron Stockholders and NBLX Public Unitholders.

In addition to the factors described above, the Conflicts Committee considered the following procedural factors in making its determination that the Merger Agreement and the transactions contemplated thereby are in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders:

The terms and conditions of the Merger were determined through arm’s-length negotiations between Chevron and the Conflicts Committee and their respective representatives and advisors.

Each of the members of the Conflicts Committee satisfies the requirements for serving on the Conflicts Committee as required under the Partnership Agreement, including the requirement that all members of the Conflicts Committee be independent directors.

The Conflicts Committee retained independent financial and legal advisors with reputations, knowledge and experience with respect to public merger and acquisition transactions, MLPs, and the midstream and oil and gas industries, as well as substantial experience advising MLPs and other companies with respect to transactions similar to the Merger and familiarity with NBLX and its business.

The members of the Conflicts Committee have served on the GP Board and are familiar with, and understand, the businesses, assets, liabilities, results of operations, financial condition and competitive positions and prospects of NBLX.

The compensation of the members of the Conflicts Committee is in no way contingent on their approving the Merger Agreement or the Merger.

NBLX LTIP Awards for NBLX Common Units that are outstanding immediately prior to the Effective Time will be automatically converted into awards to receive shares of Chevron Common Stock, with the number of Chevron shares determined based on the Exchange Ratio (rounded up to the nearest whole share). The Merger will not result in the acceleration of vesting or payment of the outstanding NBLX LTIP Awards. The members of the Conflicts Committee will not personally benefit from the consummation of the Merger in a manner different from the NBLX Public Unitholders.

Although no specific issues came to the attention of the Conflicts Committee with respect to information it was provided, the Conflicts Committee was aware that Chevron, as the controlling party of NBLX, controlled the delivery and presentation of information the Conflicts Committee received for purposes of evaluating the Merger and the fairness of the Merger Consideration to the NBLX Public Unitholders.

The Conflicts Committee had no obligation to recommend any transaction, including Chevron’s proposal.

After taking into account all of the factors set forth above, as well as others, the Conflicts Committee concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby are in, or not adverse to, the interests of NBLX and the NBLX Public Unitholders.

The foregoing discussion is not intended to be exhaustive but is intended to address the material information and principal factors considered by the Conflicts Committee in considering the Merger Agreement and the transactions contemplated thereby. In view of the number and variety of factors and the amount of information considered, the Conflicts Committee did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Conflicts Committee did not undertake to make any specific determination as to

whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Conflicts Committee may have given different weights to different factors. The Conflicts Committee made its recommendation based on the totality of information presented to, and the investigation conducted by, the Conflicts Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Unaudited Financial Projections of NBLX

In connection with the proposed Merger, Chevron management and the General Partner’s management prepared separate projections relating to NBLX (without giving effect to the Merger) that included future financial and operating performance (the “Chevron-Prepared Projections” and the “GP-Prepared Projections,” respectively, and together the “Projections”). Chevron management based the Chevron-Prepared Projections on projections previously provided to it by the General Partner’s management during a periodic budgeting process, and made certain adjustments thereto. The GP-Prepared Projections contained both an upper case and a lower case. The cases differed principally with respect to projected drilling and well connection assumptions for both Chevron and NBLX’s third party customers.

The Chevron-Prepared Projections were provided to Citi for its use and consideration in its analysis of the proposed Merger and were used in the analysis incorporated into the Management Presentation. The GP-Prepared Projections were provided to Janney for its use and consideration in its financial analysis in preparation of its opinion to the Conflicts Committee. Janney received a copy of the Chevron-Prepared Projections, compared them with the GP-Prepared Projections and concluded that the Chevron-Prepared Projections were substantially similar to the lower case included within the GP-Prepared Projections with the exception of the assumed refinancing of NBLX’s near term debt maturities. The Chevron-Prepared Projections assumed debt incurred to refinance NBLX’s term loans maturing in July 2021 and August 2022 would be longer term and have a higher interest rate than assumed in the lower case included within the GP-Prepared Projections, with the result that the Chevron-Prepared Projections projected lower cash flows to NBLX Unitholders. Janney did not utilize the Chevron-Prepared Projections in its analysis.

A summary of these Projections is included below to give holders of NBLX Public Common Units access to certain non-public unaudited prospective financial information that was made available to the Conflicts Committee, the GP Board, the Conflicts Committee’s financial advisor and Chevron’s financial advisor in connection with the proposed Merger.

Uncertainties are inherent in prospective financial information of any kind. None of Chevron, NBLX, the General Partner or any of their respective affiliates, advisors, officers, directors, managers or representatives has made or makes any representation or can give any assurance to any NBLX Limited Partner or any other person regarding the ultimate performance of NBLX compared to the summarized information set forth below or that any such results will be achieved.

The summary projections set forth below summarize the Projections made available to the Conflicts Committee, the GP Board, the Conflict Committee’s legal and financial advisors and Chevron’s financial advisor. The inclusion of the following summary projections in this information statement/prospectus should not be regarded as an indication that Chevron, NBLX, the General Partner or their respective representatives considered or consider the projections to be necessarily predictive of actual future performance or events, and the summary projections set forth below should not be relied upon as such.

While Chevron and NBLX may provide public earnings guidance from time to time, Chevron and NBLX do not as a matter of course publicly disclose other financial forecasts as to future earnings or financial performance or results because of, among other reasons, the uncertainty underlying assumptions and estimates. The Projections summarized below were prepared by Chevron management and the General Partner’s management, as applicable. The Projections were only prepared for internal purposes and not with a view toward public disclosure or toward compliance with GAAP, the published guidelines of the SEC, or the guidelines

established by the American Institute of Certified Public Accountants for the preparation of prospective financial information but, in the view of Chevron management or the General Partner’s management, as applicable, were prepared on a reasonable basis and reflect the best currently available estimates and judgments. However, this information is not fact and should not be relied upon as necessarily indicative of actual future results, and readers of this information statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither Chevron’s and NBLX’s respective independent registered public accounting firms, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The prospective financial information included in this information statement/prospectus has been prepared by, and is the responsibility of the management of the General Partner and Chevron, as applicable. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in this document relates to Chevron’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

The KPMG LLP reports incorporated by reference into this information statement/prospectus with respect to NBLX relate to the historical financial information of NBLX. Such reports do not extend to the projections included below and should not be read to do so. Neither the Chevron Board nor the GP Board prepared, and none of the GP Board, the Conflicts Committee, the General Partner, Chevron, the Chevron Board or any other party gives any assurance to any NBLX Limited Partner regarding, the summarized information.

The Projections are, in general, prepared primarily for internal use. Such internal forecasts are inherently subjective in nature, susceptible to interpretation and, accordingly, such forecasts may not be achieved. The internal financial forecasts also reflect numerous assumptions made by management, including material assumptions that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Chevron or NBLX. Accordingly, there can be no assurance that the assumptions made in preparing the Projections will be realized. There will be differences between actual and forecasted results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased given the length of time in the future over which these assumptions apply. Any assumptions and projections in early periods could have a compounding effect on the projections shown for later periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

All of these assumptions involve variables making them difficult to predict, and some are beyond the control of Chevron and NBLX. Although Chevron management and the General Partner’s management, as applicable, believes that there was a reasonable basis for the Chevron-Prepared Projections and the GP-Prepared Projections, and underlying assumptions, any assumptions for near-term projected cases remain uncertain, and become less predictive with the length of the forecasted period. The Projections are forward-looking statements and are subject to risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.”

Chevron-Prepared Projections

NBLX Data (in millions, except for
per share data)
  2021E   2022E   2023E   2024E   2025E 

Adjusted EBITDA

  $371.8   $308.1   $370.3   $391.5   $435.1 

Distributable Cash Flow

  $238.3   $131.8   $182.8   $216.9   $261.3 

Distributions per NBLX Common Unit

  $0.7500   $0.1875   $0.0250   $0.0500   $0.0500 

Total Capital Expenditures

  $90.0   $97.0   $111.8   $105.3   $138.5 

GP-Prepared Projections

Lower Case:

NBLX Data (in millions, except for
per share data)
  2021E   2022E   2023E   2024E   2025E 

Adjusted EBITDA

  $364.6   $298.5   $361.7   $383.2   $427.1 

Distributable Cash Flow

  $261.7   $150.3   $209.9   $232.1   $278.4 

Distributions per NBLX Common Unit

  $0.7500   $0.1875   $0.3750   $0.7500   $0.7500 

Total Capital Expenditures

  $102.0   $95.4   $109.4   $102.9   $136.0 

Upper Case:

NBLX Data (in millions, except for
per share data)
  2021E   2022E   2023E   2024E   2025E 

Adjusted EBITDA

  $378.5   $377.8   $434.1   $469.9   $582.1 

Distributable Cash Flow

  $278.0   $229.8   $283.5   $319.6   $413.5 

Distributions per NBLX Common Unit

  $0.7500   $0.7500   $0.7500   $0.7500   $0.7500 

Total Capital Expenditures

  $102.0   $149.2   $109.7   $167.3   $107.4 

NONE OF CHEVRON, NBLX, THE GENERAL PARTNER OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS OR MANAGERS INTENDS TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS PRESENTED ABOVE TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS ARE NO LONGER APPROPRIATE.

Opinion of the Financial Advisor to the Conflicts Committee

Pursuant to an engagement letter dated as of February 18, 2021, the Conflicts Committee retained JanneyMay 21, 2023, is attached as its financial advisor in connection with the consideration of the proposed acquisition of NBLXAnnex B to this proxy statement/prospectus and is incorporated herein by Chevron. At the meeting of the Conflicts Committee on March 4, 2021, Janney rendered its oral opinion to the Conflicts Committee that, as of such date and on the basis of and subject to the various assumptions, qualifications and limitations set forth in its opinion, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to NBLX and the NBLX Public Unitholders. Janney concurrently confirmed its oral opinion by delivering its written opinion to the Conflicts Committee, dated as of March 4, 2021, that, as of such date and on the basis of and subject to the various assumptions, qualifications and limitations set forth in its opinion, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to NBLX and the NBLX Public Unitholders.

reference. The full text of the written opinion contains a discussion of, Janney dated March 4, 2021, which sets forthamong other things, the assumptions made, matters considered and qualifications and any limitations on the opinion and the review undertaken is attached as Annex B to this information statement/prospectus and is incorporated herein by reference.J.P. Morgan in connection with rendering its opinion. The summary of the opinion of JanneyJ.P. Morgan set forth in this informationproxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The NBLX UnitholdersPDC’s stockholders are urged to read the opinion carefully and in its entirety. Janney’s written J.P. Morgan’s opinion was addressed to the Conflicts CommitteePDC Board (in its capacity as such) in connection with and for the purposes of its

evaluation of the Merger,proposed merger, was directed only to the Exchange Ratiomerger consideration to be paid to the holders of PDC common stock in the proposed merger and did not address any other aspect of the Merger. Janney expressed no opinion as toproposed merger or the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of NBLX or as to the underlying decision by NBLX to engage in the Merger. The issuance of Janney’s opinion was approvedtransactions contemplated by the fairness opinion committee of Janney.merger agreement. The opinion does not constitute a recommendation to any NBLX Unitholderstockholder of PDC as to how such unitholderstockholder should vote with respect to the proposed merger or any other matter.

For a description of the opinion that the PDC Board received from J.P. Morgan, see “The Merger—Opinion of PDC’s Financial Advisor” beginning on page 46.

Interests of Directors and Executive Officers of PDC in the Merger

In considering the recommendation of the PDC Board that PDC stockholders vote in favor of the proposal to adopt the merger agreement and the merger-related compensation proposal, PDC stockholders should be aware that the executive officers and directors of PDC have certain interests in the merger that are or may be different from, or in addition to, the interests of PDC’s stockholders generally, including the treatment of PDC equity awards in the merger, and rights to ongoing indemnification and insurance coverage and, in the case of executive officers, executive severance arrangements and eligibility for integration awards. The PDC Board was aware of these interests and considered them, among other matters, in evaluating and approving the merger agreement, and in making its recommendation that PDC stockholders adopt the merger agreement and the merger-related compensation proposal. For more information, see the section titled “The Merger—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55.

Material U.S. Federal Income Tax Consequences of the Merger

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Chevron and PDC intend to report the merger consistent with such qualification. Assuming the merger so qualifies, a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences”) of PDC common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the

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exchange of PDC common stock for Chevron common stock (except for any gain or loss, if any, recognized with respect to any cash received in lieu of a fractional share of Chevron common stock). However, it is not a condition to PDC’s obligation or Chevron’s obligation to complete the transactions that the merger be treated as a “reorganization” or that Chevron or PDC receive an opinion from counsel to that effect. Chevron and PDC have not sought, and will not seek, any ruling from the IRS regarding any matters relating to the transactions, and as a result, there can be no assurance that the IRS would not assert that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

If any requirement for qualification as a “reorganization” within the meaning of Section 368(a) of the Code is not met, then a U.S. holder of PDC common stock generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Chevron common stock received in the merger, and such U.S. holder’s aggregate tax basis in the corresponding PDC common stock surrendered in the merger.

All holders of PDC common stock should consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to them. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 67 for additional information.

Accounting Treatment of the Merger

The merger will be accounted for as an acquisition of PDC by Chevron under the acquisition method of accounting in accordance with accounting principles generally accepted in the U.S. (“GAAP”). For additional information, see “The Merger—Accounting Treatment of the Merger” beginning on page 64.

No Appraisal Rights

PDC stockholders are not entitled to appraisal rights in connection with the merger. For additional information, see “The Merger—No Appraisal Rights” beginning on page 66.

Regulatory Approvals Required for the Merger

The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), which provide that certain transactions may not be completed until notification and report forms are furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) and the HSR Act waiting period is terminated or expires. On June 5, 2023 Chevron and PDC each filed their respective requisite notification and report form under the HSR Act.

Conditions to Completion of the Merger

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after the merger agreement has been adopted by the stockholders of PDC. The parties currently expect to complete the transaction by year-end 2023. However, it is possible that factors outside of each party’s control could require them to complete the transaction at a later time or not to complete it at all.

In addition to the approval of the merger proposal by PDC stockholders and the expiration or termination of any applicable waiting period under the HSR Act related to the merger, each party’s obligation to complete the merger is also subject to the satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of other conditions, including: the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part (and the absence of any stop order by the SEC), approval for the listing on the NYSE of the Chevron common stock to be issued in the merger (subject to official notice of

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issuance), the absence of any provision of any applicable law or regulation, and of any judgment, injunction, order or decree, that prohibits or enjoins the completion of the merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective obligations under the merger agreement in all material respects and delivery of an officer’s certificate by the other party certifying satisfaction of the two preceding conditions.

Neither Chevron nor PDC can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 92.

Treatment of Existing Debt

In connection with the merger, Chevron currently expects to repay in full or otherwise acquire PDC’s outstanding 6.125% Senior Note due 2024 and 5.75% Senior Notes due 2026. In connection with the merger, Chevron expects to terminate PDC’s $3.5 billion revolving credit facility, under which $352 million was outstanding as of March 31, 2023. Chevron also expects to retain PDC’s existing lease obligations following the merger.

For more information regarding the treatment of existing debt, see “The Merger—Treatment of Existing Debt” beginning on page 65.

No Solicitation

In the merger agreement, PDC has agreed that it and its subsidiaries will not, and that it will direct and use its reasonable best efforts to cause its and its subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly:

take any action to solicit, initiate or knowingly encourage or knowingly facilitate the making of any acquisition proposal involving PDC or any inquiry with respect to an acquisition proposal;

engage in discussions or negotiations with any person with respect to an acquisition proposal (except to notify them of the existence of the applicable non-solicitation provisions of the merger agreement);

disclose any nonpublic information or afford access to properties, books or records to any person that has made, or to PDC’s knowledge is considering making, an acquisition proposal;

approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an acquisition proposal; or

propose publicly or agree to do any of the foregoing relating to an acquisition proposal.

Subject to the exceptions contained in the merger agreement, PDC has also agreed that PDC and its subsidiaries will not (i) make, facilitate or provide information in connection with any SEC or other regulatory filings in connection with the transactions contemplated by any acquisition proposal or (ii) seek any third-party consents in connection with any transactions contemplated by any acquisition proposal.

The merger agreement includes customary exceptions such that, prior to obtaining the PDC stockholder approval, PDC may furnish information and access, and may engage in discussions and negotiations regarding an acquisition proposal, if (i) the PDC Board concludes in good faith, after (x) receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such acquisition proposal constitutes

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or could reasonably be expected to result in a superior proposal and (y) that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to PDC’s stockholders under applicable law and (ii) PDC receives from the person making such an acquisition proposal an executed confidentiality agreement and complies with certain specified procedures. For a discussion of what constitutes an acquisition proposal or a superior proposal and the limitations on solicitation of acquisition proposals, see “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 80.

Termination of the Merger Agreement; Termination Fees

Termination

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger:

By the mutual written consent of Chevron and PDC.

By either Chevron or PDC:

if the merger has not been completed by:

May 22, 2024 (which is referred to as the “end date”); or

if the reason for not closing by May 22, 2024 is that the condition specified in the merger agreement regarding the expiration or termination of any applicable HSR Act waiting period relating to the merger has not been satisfied by that date, and all other closing conditions of the parties have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is capable of being satisfied at the closing), or (to the extent permitted by law) waived, November 26, 2024 (in which case the “end date” will be November 26, 2024);

provided that (i) if Chevron elects to defer the closing date as described under “The Merger Agreement—Timing of Closing” beginning on page 72 and such deferral would result in the closing of the merger being delayed past the end date, then the end date will be automatically extended as described under “The Merger Agreement—Termination of the Merger Agreement” beginning on page 94, and (ii) neither Chevron nor PDC may terminate the merger agreement due to the occurrence of the end date if its failure to fulfill any obligation under the merger agreement has principally caused or resulted in the failure to complete the merger on or before such end date; or

if the PDC stockholder approval has not been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or at any adjournment thereof; or

if there is any law or regulation that makes completion of the merger illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining Chevron or PDC from completing the merger is entered and such judgment, injunction, order or decree becomes final and non-appealable; provided that this right to terminate the merger agreement will not be available to any party whose failure to fulfill any obligation under the covenant to use reasonable best efforts has principally caused or resulted in the imposition of such legal restraint or the failure of such legal restraint to be resisted, resolved or lifted; or

if there has been a breach by the other party of any of its representations, warranties, covenants or agreements contained in the merger agreement, which breach results in the failure to satisfy certain conditions to the obligations of Chevron and Merger Subsidiary to complete the merger (in the case of a breach by PDC) or certain conditions to the obligations of PDC to complete the

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merger (in the case of a breach by Chevron), and such breach is incapable of being cured or, if capable of being cured, has not been cured within 30 days after written notice thereof to the party alleged to be in breach.

By Chevron:

prior to receipt of the PDC stockholder approval, if there has been a change in the PDC recommendation, whether or not permitted by the terms of the merger agreement (or the PDC Board or any committee thereof resolves to effect a change in the PDC recommendation).

By PDC:

at any time prior to receipt of the PDC stockholder approval in order to enter into a definitive written agreement providing for a superior proposal, provided that (i) PDC has received a superior proposal after the date of the merger agreement that did not result from a breach of certain provisions of the merger agreement, (ii) PDC has complied in all material respects with certain provisions of the merger agreement with respect to such superior proposal, (iii) concurrently with, and as a condition to, any such termination PDC pays or causes to be paid to Chevron (or its designee) the termination fee (as defined below) pursuant to the merger agreement and (iv) the PDC Board has authorized PDC to enter into, and PDC substantially concurrently enters into, a definitive written agreement providing for such superior proposal (it being agreed that PDC may enter into such definitive written agreement concurrently with any such termination).

If the merger agreement is terminated as described above, the merger agreement will be void and have no effect, and there will be no liability or obligation on the part of any party, except that:

certain provisions contained in the merger agreement with respect to debt cooperation, effect of termination, the allocation of costs and expenses and the termination fee will survive the termination of the merger agreement;

the agreements contained in the confidentiality agreement between Chevron and PDC will survive the termination of the merger agreement; and

no termination will relieve any party of any liability or damages resulting from any material and intentional breach by that party of the merger agreement.

Termination Fees

The merger agreement further provides that PDC will pay or cause to be paid to Chevron a fee of $225,000,000 (the “termination fee”) in connection with a termination of the merger agreement under the following circumstances:

if Chevron terminates the merger agreement, prior to receipt of the PDC stockholder approval, due to a change in the PDC recommendation, then PDC will pay or cause to be paid the termination fee to Chevron not later than the date of termination of the merger agreement;

if (i) the merger agreement is terminated by PDC or Chevron due to the PDC stockholder approval not having been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or any adjournment thereof and (ii) after the date of the merger agreement but on or before the date of such termination an acquisition proposal has been made and become publicly known, whether or not withdrawn, prior to the PDC stockholder meeting, then PDC will pay or cause to be paid to Chevron the termination fee not later than the date an acquisition proposal (defined for this purpose with all references to 20% in the definition of acquisition proposal (found on page 81) being replaced

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with “50%”) is completed or a definitive agreement is entered into by PDC providing for any such acquisition proposal, as long as such acquisition proposal is completed or such definitive agreement is executed within 12 months after the date of termination;

if (i) the merger agreement is terminated by PDC or Chevron due to the failure to complete the merger by the end date and the PDC stockholder approval has not theretofore been obtained and (ii) after the date of the merger agreement but on or before the date of such termination an acquisition proposal has been made and become publicly known, whether or not withdrawn, prior to the date of such termination, then PDC will pay or cause to be paid to Chevron the termination fee not later than the date an acquisition proposal (defined for this purpose with all references to 20% in the definition of acquisition proposal (found on page 81) being replaced with “50%”) is completed or a definitive agreement is entered into by PDC providing for any such acquisition proposal, as long as such acquisition proposal is completed or such definitive agreement is executed within 12 months after the date of termination;

if (i) the merger agreement is terminated by Chevron due to a breach by PDC of any of its representations, warranties, covenants or agreements contained in the merger agreement, which breach resulted in the failure to satisfy one or more of certain conditions to the obligations of Chevron and Merger Subsidiary to complete the merger, and the PDC stockholder approval has not theretofore been obtained and (ii) after the date of the merger agreement but on or before the date of such termination an acquisition proposal has been made and become publicly known, whether or not withdrawn, prior to the date of such termination, then PDC will pay or cause to be paid to Chevron the termination fee not later than the date an acquisition proposal (defined for this purpose with all references to 20% in the definition of acquisition proposal being (found on page 81) replaced with “50%”) is completed or a definitive agreement is entered into by PDC providing for any acquisition proposal, so long as any such acquisition proposal is completed or such definitive agreement is executed within 12 months after the date of termination; or

if the merger agreement is terminated by PDC due to its entry into a definitive agreement with respect to a superior proposal, then PDC will pay or cause to be paid to Chevron the termination fee not later than the date of termination of the merger agreement.

For a more detailed discussion of each party’s termination rights and the related termination fee obligations, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page 94.

Special Meeting

Date, Time, Place and Purpose of the PDC Special Meeting

The PDC special meeting will be held virtually at www.virtualshareholdermeeting.com/PDCE2023SM, on August 4, 2023, at 8:00 a.m., Mountain Time. The purpose of the PDC special meeting is to consider and vote on the PDC merger proposal and other related proposals. Adoption and approval of the PDC merger proposal by PDC stockholders is a condition to the obligation of PDC and Chevron to complete the merger.

Record Date and Outstanding Shares of PDC Common Stock

Only stockholders of record of issued and outstanding shares of PDC common stock as of the close of business on June 26, 2023 (which we refer to as the “PDC record date”) are entitled to notice of, and to vote at, the PDC special meeting or any subsequent reconvening of the PDC special meeting following any adjournments and postponements of the PDC special meeting.

As of the close of business on the PDC record date, there were 86,999,199 shares of PDC common stock issued and outstanding and entitled to vote at the PDC special meeting. You may cast one vote for each share of PDC common stock that you held as of the close of business on the PDC record date.

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A complete list of PDC stockholders entitled to vote at the PDC special meeting will be available for inspection at PDC’s principal office at 1099 18th Street, Suite 1500, Denver, Colorado 80202 during regular business hours for a period of no less than 10 days before the PDC special meeting and during the PDC special meeting.

Quorum; Abstentions and Broker Non-Votes

A quorum of PDC stockholders is necessary for PDC to hold a valid meeting. The presence at the PDC special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of PDC common stock entitled to vote at the PDC special meeting constitutes a quorum.

If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to “abstain” in respect of the proposal, your shares of PDC common stock will be counted for purposes of determining whether a quorum is present for the transaction of business at the PDC special meeting. Broker non-votes will not be considered present and entitled to vote at the PDC special meeting for the purpose of determining the presence of a quorum.

Executed but unvoted proxies will be voted in accordance with the recommendation of the PDC Board.

Required Vote to Adopt and Approve the PDC Merger Proposal

Adoption and approval of the PDC merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon and approval of the PDC merger-related compensation proposal and the adjournment proposal require the affirmative vote of holders of a majority of the outstanding shares of PDC common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Abstentions will have the same effect as votes “AGAINST” each proposal. Broker non-votes and failures to vote will have the same effect as votes “AGAINST” the PDC merger proposal but will not have any effect on the outcome of the vote on the PDC merger-related compensation proposal and the adjournment proposal.

The PDC merger proposal, PDC merger-related compensation proposal, and the adjournment proposal are described in the section entitled “PDC Proposals” beginning on page 104.

Voting by PDC Directors and Executive Officers

As of the PDC record date, PDC directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 1,173,533 shares of PDC common stock, or approximately 1.3% of the total outstanding shares of PDC common stock as of the PDC record date.

PDC currently expects that all of its directors and executive officers will vote their shares “FOR” the PDC merger proposal, PDC merger-related compensation proposal and adjournment proposal.

Adjournment

If a quorum is not present or if there are not sufficient votes for the approval of the PDC merger proposal and the PDC merger-related compensation proposal, the PDC special meeting may be adjourned by the chairman of the PDC special meeting to solicit additional proxies. At any subsequent reconvening of the PDC special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the PDC special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

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Risk Factors

You should consider all the information contained in, and incorporated by reference into, this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 25.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements with respect to the merger between Chevron and PDC, including any statements regarding the expected timetable for completing the merger, the ability to complete the merger, the expected benefits of the merger (including anticipated accretion to return on capital employed, free cash flow, and earnings per share, as well as the potential to deliver higher returns and lower Chevron’s carbon intensity) and projected operational and capital synergies, projected financial information, future opportunities, and any other statements regarding Chevron’s and PDC’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “progress,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential,” “ambitions,” “aspires” and similar expressions. All such forward-looking statements are based on current expectations of Chevron’s and PDC’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, but are not limited to:

the risk that PDC stockholders may not approve the merger agreement;

uncertainties as to the timing to consummate the merger;

the uncertainty of the value of the merger consideration due to the fixed exchange ratio and potential fluctuation in the market price of Chevron common stock;

the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, including under circumstances that might require PDC to pay or cause to be paid a termination fee of $225,000,000 to Chevron;

the possibility that the merger is delayed or does not occur;

the risk that a condition to closing the merger may not be satisfied in a timely manner or at all;

the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties;

the effects of disruption to Chevron’s or PDC’s respective businesses;

negative effects of announcement of Chevron’s proposal to acquire PDC or the announcement of the completion of the merger on the market price of Chevron’s and/or PDC’s common stock, their financial performance and their respective ability to maintain relationships with suppliers and customers;

the risks related to Chevron and PDC being restricted in the operation of their respective businesses while the merger agreement is in effect;

changing economic, regulatory (federal and state) and political environments in the U.S.;

significant transaction and other costs in connection with the merger in excess of those anticipated by Chevron or PDC;

litigation relating to the merger and other unknown liabilities;

Chevron’s ability to achieve the benefits and projected operational and capital synergies from the merger;

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Chevron’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations;

the ability of PDC to retain and hire key personnel;

the diversion of management time on transaction-related issues;

changing crude oil and natural gas prices and demand for Chevron’s and PDC’s products, and production curtailments due to market conditions;

crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries;

technological advancements;

public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions;

disruptions in Chevron’s global supply chain, including supply chain constraints and escalation of the cost of goods and services;

general domestic and international economic and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict;

changing refining, marketing and chemicals margins;

actions of competitors or regulators;

timing of exploration expenses;

access to pipelines to move crude oil and condensate;

the competitiveness of alternate-energy sources or product substitutes;

development of large carbon capture and offset markets;

technological developments;

the results of operations and financial condition of Chevron’s and PDC’s suppliers, vendors, partners and equity affiliates, particularly during the COVID-19 pandemic;

the inability or failure of Chevron’s joint-venture partners to fund their share of operations and development activities;

the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects;

potential delays in the development, construction or start-up of planned projects;

the potential disruption or interruption of Chevron’s or PDC’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond Chevron’s or PDC’s control;

the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation;

significant operational, investment or product changes undertaken or required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions;

the potential liability resulting from pending or future litigation;

Chevron’s future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions;

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the potential for gains and losses from asset dispositions or impairments;

government mandated sales, divestitures, recapitalizations, taxes and tax audits, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations;

foreign currency movements compared with the U.S. dollar;

higher inflation and related impacts;

material reductions in corporate liquidity and access to debt markets;

the receipt of required authorizations of the Chevron Board to implement capital allocation strategies, including future stock repurchase programs and dividend payments;

the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies;

Chevron’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and

other risk factors as detailed from time to time in Chevron’s and PDC’s reports filed with the SEC, including Chevron’s and PDC’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this proxy statement/prospectus in the section entitled “Risk Factors” beginning on page 25. See the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus.

These forward-looking statements reflect Chevron’s and PDC’s current views with respect to future events and are based on numerous assumptions and assessments made by Chevron and PDC in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Chevron’s and PDC’s plans with respect to the merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this proxy statement/prospectus or, in the case of a document incorporated by reference, as of the date of that document. Neither Chevron nor PDC assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this proxy statement/prospectus, including, among others, the matters addressed in “Cautionary Note Regarding Forward-Looking Statements” beginning on page 22, PDC stockholders should carefully consider the following risk factors before deciding whether to vote for the proposal to adopt the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of PDC and Chevron because these risks will relate to Chevron following the completion of the merger. Descriptions of some of these risks can be found in the respective Annual Reports of Chevron and PDC on Form 10-K for the fiscal year ended December 31, 2022, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See “Where You Can Find More Information” beginning on page 118.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on PDC.

The completion of the merger is subject to a number of conditions, including, among others, (i) the approval by PDC stockholders of the adoption of the merger agreement and (ii) U.S. regulatory approvals, which make the completion and timing of the completion of the merger uncertain. For a more detailed discussion regarding conditions to the merger, see “The Merger Agreement—Conditions to Completion of the Merger”, beginning on page 92. Also, either Chevron or PDC may terminate the merger agreement if the merger has not been consummated by May 22, 2024 (or November 26, 2024, if the end date is extended pursuant to the merger agreement), except that this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date.

If the merger is not completed, PDC’s ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the merger, Chevron and PDC will be subject to a number of risks, including the following:

the market price of Chevron common stock and/or PDC common stock could decline to the extent that the current market price reflects a market assumption that the transaction will be completed;

PDC could owe a termination fee of $225,000,000 to Chevron under certain circumstances;

if the merger agreement is terminated and the Chevron Board or the PDC Board seeks another business combination, Chevron stockholders and PDC stockholders cannot be certain that Chevron or PDC will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement;

time and resources committed by Chevron’s and PDC’s respective management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;

Chevron and/or PDC may experience negative reactions from the financial markets or from their respective customers, suppliers or employees;

Chevron and PDC will be required to pay their respective costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed; and

litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Chevron or PDC to perform their respective obligations pursuant to the merger agreement.

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In addition, if the merger is not completed, Chevron and/or PDC could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Chevron or PDC to perform their respective obligations under the merger agreement. The materialization of any of these risks could adversely impact Chevron’s and PDC’s respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the PDC stockholders may be required to pay substantial U.S. federal income taxes.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Chevron and PDC intend to report the merger consistent with such qualification. However, it is not a condition to PDC’s obligation or Chevron’s obligation to complete the transactions that the merger be treated as a “reorganization” or that Chevron or PDC receive an opinion from counsel to that effect. Chevron and PDC have not sought, and will not seek, any ruling from the IRS regarding any matters relating to the transactions, and as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the treatment of the merger as a “reorganization” within the meaning of Section 368(a) of the Code. If the IRS or a court determines that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a holder of PDC common stock would generally recognize taxable gain or loss upon the exchange of PDC common stock for Chevron common stock pursuant to the merger. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 67.

The merger agreement contains provisions that limit PDC’s ability to pursue alternatives to the merger, could discourage a potential competing acquiror of PDC from making a favorable alternative transaction proposal and, in specified circumstances, could require PDC to pay a termination fee to Chevron.

The merger agreement contains certain provisions that restrict PDC’s ability to initiate, solicit, knowingly encourage or facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party proposal for an alternative transaction. Further, even if the PDC Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, PDC will still be required to submit each of its merger-related proposals to a vote at the special meeting. In addition, Chevron generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any third-party alternative transaction proposal before the PDC Board may withdraw or qualify its recommendation with respect to the merger-related proposal or otherwise terminate the merger agreement.

In some circumstances, upon termination of the merger agreement, PDC will be required to pay a termination fee of $225,000,000 to Chevron. See the sections titled “Summary—No Solicitation” and “The Merger Agreement—Termination of the Merger Agreement” beginning on pages 16 and 94, respectively.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of PDC or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the PDC stockholders than it might otherwise have proposed to pay absent such a fee.

If the merger agreement is terminated and PDC determines to seek another business combination, PDC may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

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The merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on PDC and/or Chevron following the transaction or that could delay, prevent or increase the costs associated with completion of the merger.

Before the merger may be completed, any waiting period (or extension thereof) under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the “HSR Act”, must have expired or been terminated. In deciding whether to grant the required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations, the relevant governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of the business of Chevron following the transaction. Under the merger agreement, Chevron and PDC have agreed to use their respective reasonable best efforts to obtain as soon as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the merger. However, notwithstanding the foregoing, Chevron and its subsidiaries are not required to take (or to request or authorize PDC or any of its subsidiaries to undertake) any action if it would, or would reasonably be expected to, result in a substantial detriment. For this purpose, “substantial detriment” means any requirement to:

divest or hold separate, or limit the operation of, or agree to any other remedy (including any conduct remedies) with respect to any division, subsidiary, interest, business, product line, asset or property relating to the operations conducted by Chevron and its subsidiaries prior to, at or after the effective time of the merger, except as (i) contemplated in the second bullet below with respect to any division, subsidiary, interest, business, product line, asset or property of PDC and its subsidiaries prior to the closing of the merger and (ii) contemplated in the first sentence following the third bullet hereof;

divest or hold separate any division, subsidiary, interest, business, product line, asset or property of PDC and its subsidiaries which would, individually or in the aggregate (and after giving effect to any reasonably expected proceeds of any divestiture or sale of assets), result in, or be reasonably likely to result in, a material adverse effect on the financial condition, business, assets or continuing results of operations of PDC and its subsidiaries, taken as a whole, at or after the effective time of the merger;

agree to any remedy that is not a divestiture or hold separate remedy with respect to PDC or any division, subsidiary, interest, product line, asset or property of PDC or any of its subsidiaries.

Chevron will, however, if required by an applicable governmental agency, body, authority or entity, agree to any requirement to provide prior notice to, or to obtain prior approval from, any governmental agency, body, authority or entity to the extent such requirement is immaterial to Chevron.

In addition, governmental agencies, bodies, authorities or entities may impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit Chevron’s revenues following the completion of the merger. There can be no assurance that governmental agencies, bodies, authorities or entities will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger. At any time before or after consummation of the merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking the divestiture of substantial assets of Chevron or PDC or their respective subsidiaries. For a more detailed description of the regulatory review process, see the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 64.

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The exchange ratio is fixed and will not be adjusted in the event of any change in either Chevron’s or PDC’s stock price.

Upon completion of the merger, each share of PDC common stock will be converted into the right to receive 0.4638 of a validly issued, fully paid and non-assessable share of Chevron common stock. This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either Chevron common stock or PDC common stock between the date the merger agreement was signed and completion of the merger. Due to the fixed exchange ratio, fluctuations in the price of Chevron common stock will drive corresponding changes in the value of the merger consideration payable to each PDC stockholder. As a result, changes in the price of Chevron common stock prior to the completion of the merger will affect the market value that PDC stockholders will become entitled to receive on the date of the closing. Stock price changes may result from a variety of factors (many of which are beyond Chevron’s or PDC’s control), such as changes in Chevron’s or PDC’s respective business, operations and prospects; changing crude oil and natural gas prices, as well as crude oil production quotas; overall demand for crude oil and natural gas commodities; the continued effects of the COVID-19 pandemic and governmental and business responses to the pandemic; and changes in government rules and regulations in the countries in which each of Chevron and PDC operate.

The price of Chevron common stock has fluctuated during the period between the date the merger agreement was executed and the date of this proxy statement/prospectus, and may continue to change through the date of the special meeting and the date the merger is completed. For example, based on the range of closing prices of Chevron common stock during the period from May 19, 2023, the last full trading day before the public announcement of the merger, through June 27, 2023, the latest practicable trading date before the date of this proxy statement/prospectus, the exchange ratio represented the market value of the merger consideration ranging from a high of $74.13 to a low of $69.86 for each share of PDC common stock. The actual market value of the Chevron common stock received by holders of PDC common stock upon completion of the merger may be outside this range.

These variations could result from changes in the business, operations or prospects of Chevron or PDC prior to or following the completion of the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Chevron or PDC. At the time of the special meeting, PDC stockholders will not know with certainty the value of the shares of Chevron common stock that they will receive upon completion of the merger.

Members of the PDC Board and management have interests in the merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, PDC stockholders should recognize that members of management and the PDC Board have interests in the merger that differ from, or are in addition to, their interests as stockholders of PDC.

The executive officers of PDC have arrangements with PDC that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other payments or benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger. The directors of PDC have arrangements with PDC that provide for accelerated vesting of certain equity-based awards following the completion of the merger. In addition, the executive officers and directors of PDC also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. The PDC Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the PDC stockholders vote “FOR” the merger proposal and “FOR” the merger-related compensation proposal.

These interests are further described in “The Merger—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55.

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Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Chevron or PDC has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Chevron or PDC, as the case may be, as a result of the merger. Under the terms of the merger agreement, each of Chevron and PDC is subject to certain restrictions on the conduct of its respective business prior to completing the merger, which may adversely affect Chevron’s ability to acquire assets or PDC’s ability to execute certain of its business strategies, including, with respect to PDC, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each party’s businesses and operations prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business” beginning on page 76.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

The opinion of PDC’s financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

PDC has received an opinion from its financial advisor in connection with the signing of the merger agreement, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Chevron or PDC, general market and economic conditions and other factors that may be beyond the control of Chevron or PDC, and on which PDC’s financial advisor’s opinion was based, may significantly alter the value of Chevron or PDC or the prices of the shares of Chevron common stock or PDC common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because PDC does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The PDC Board’s recommendation that PDC stockholders vote “FOR” approval of the merger proposal, “FOR” the non-binding merger-related compensation proposal and “FOR” the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that PDC received from its financial advisor, see the section entitled “The Merger—Opinion of PDC’s Financial Advisor” beginning on page 46. A copy of the opinion of J.P. Morgan, PDC’s financial advisor, is attached as Annex B to this proxy statement/prospectus.

PDC may be unable to retain key employees during the pendency of the merger.

In connection with the pending merger, PDC’s current and prospective employees may experience uncertainty about their future roles with Chevron following the merger, which may materially adversely affect its ability to attract and retain key personnel during the pendency of the merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Chevron following the merger. Accordingly, no assurance can be given that PDC will be able to retain key employees to the same extent that PDC has been able to in the past.

Potential litigation against Chevron and PDC could result in substantial costs, an injunction preventing the completion of the merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result

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in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Chevron’s and PDC’s respective liquidity and financial condition.

Stockholders of PDC may file lawsuits against Chevron, PDC and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to PDC and/or Chevron, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Completion of the merger may trigger change in control or other provisions in certain agreements to which PDC is a party, which may have an adverse impact on Chevron’s business and results of operations after the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which PDC is a party. If Chevron and PDC are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Chevron and PDC are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to PDC or Chevron following the transaction.

PDC stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of PDC common stock will not have rights to an appraisal of the fair value of their shares in connection with the merger. See “The Merger—No Appraisal Rights” beginning on page 66 for additional information.

The shares of Chevron common stock to be received by PDC stockholders upon completion of the merger will have different rights from shares of PDC common stock.

Upon completion of the merger, PDC stockholders will no longer be stockholders of PDC but will instead become stockholders of Chevron, and their rights as Chevron stockholders will be governed by the terms of Chevron’s certificate of incorporation, as amended (“Chevron’s certificate of incorporation”), and Chevron’s by-laws, as amended (“Chevron’s By-Laws”). The terms of Chevron’s certificate of incorporation and Chevron’s By-Laws are in some respects materially different than the terms of PDC’s certificate of incorporation, as amended (“PDC’s certificate of incorporation”), and PDC’s Bylaws, which currently govern the rights of PDC stockholders. See “Comparison of Rights of Stockholders of Chevron and PDC” beginning on page 107 for a discussion of the different rights associated with shares of PDC common stock and shares of Chevron common stock.

PDC stockholders will have a significantly reduced ownership and voting interest after the merger and will exercise less influence over the policies of Chevron following the transaction than they now have on the policies of PDC.

Chevron stockholders currently have the right to vote in the election of the Chevron Board and on other matters affecting Chevron. PDC stockholders currently have the right to vote in the election of the PDC Board and on other matters affecting PDC. Immediately after the merger is completed, it is expected that current Chevron stockholders will own approximately 98% of the shares of outstanding common stock of Chevron following the transaction, and current PDC stockholders will own approximately 2% of the common stock outstanding of Chevron following the transaction. As a result, current PDC stockholders will have significantly less influence on the policies of Chevron than they now have on the policies of PDC.

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Risks Relating to Chevron After Completion of the Merger

Chevron may not achieve the intended benefits and the merger may disrupt its current plans or operations.

There can be no assurance that Chevron will be able to successfully integrate PDC’s assets or otherwise realize the expected benefits of the potential transaction (including capital expenditures efficiencies and operational synergies). Difficulties in integrating PDC into Chevron may result in Chevron performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all, in which case the merger may not be accretive to Chevron’s return on average capital employed (calculated as net income (loss) attributable to Chevron (adjusted for after-tax interest expense and noncontrolling interest) divided by average capital employed, which is computed by averaging the sum of capital employed at the beginning and end of the year), free cash flow (calculated as cash provided by operating activities less capital expenditures) and earnings per share within one year after the completion of the merger. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

The market price of Chevron’s common stock after the merger may be affected by factors different from those affecting the price of Chevron or PDC common stock before the merger.

Upon completion of the merger, holders of Chevron common stock and PDC common stock will be holders of Chevron common stock. As the businesses of Chevron and PDC are different, the results of operations as well as the price of Chevron’s common stock may in the future be affected by factors different from those factors affecting Chevron and PDC as independent stand-alone companies. Chevron following the transaction will face additional risks and uncertainties that Chevron or PDC may currently not be exposed to as independent companies.

The market price of Chevron’s common stock may decline as a result of the merger.

The market price of Chevron common stock may decline as a result of the merger if, among other things, it is unable to achieve the expected benefits and synergies of the potential transaction, if the merger is not completed within the anticipated timeframe or if the transaction costs related to the merger are greater than expected. The market price also may decline if Chevron does not achieve the perceived benefits and expected synergies of the transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Chevron’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords and other business partners and may result in the termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords and other business partners of PDC may terminate or scale back their current or prospective business relationships with Chevron. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that Chevron is too closely allied with one of their competitors. In addition, PDC has contracts with customers, distributors, suppliers, vendors, landlords and other business partners that may require it to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords and other business partners are adversely affected by the merger, or if Chevron, following the merger, loses the benefits of the contracts of PDC, Chevron’s business and financial performance could suffer.

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Following the completion of the merger, Chevron may incorporate PDC’s hedging activities into Chevron’s business, and Chevron may be exposed to additional commodity price risks arising from such hedges.

To mitigate its exposure to changes in commodity prices, PDC hedges oil, natural gas and natural gas liquid (“NGL”) prices from time to time, primarily through the use of certain derivative instruments. If Chevron assumes existing PDC hedges, then Chevron will bear the economic impact of all of PDC’s current hedges following the completion of the merger. Actual crude oil, natural gas and NGL prices may differ from Chevron’s expectations and, as a result, such hedges may or may not have a negative impact on Chevron’s business.

Chevron’s By-Laws will govern Chevron following the merger and provide that a state or federal court located within the State of Delaware will be the exclusive forum for substantially all disputes between Chevron (after the merger) and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with Chevron or its directors, officers or other employees.

Chevron’s By-laws provide that, unless Chevron consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Chevron, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Chevron to Chevron or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Chevron reserves the right to assert that this exclusive forum provision applies to any derivative action or proceeding brought by a stockholder to procure a judgment in Chevron’s favor, including derivative actions purporting to assert on Chevron’s behalf any claims it possesses against third parties that arise under the federal securities laws (e.g., the Securities Act and the Exchange Act). It is, however, uncertain whether a court would enforce this exclusive forum provision with respect to a derivative action or proceeding brought by a stockholder to enforce Chevron’s rights under the Securities Act or Exchange Act. In addition, stockholders cannot waive, and this exclusive forum provision does not purport to waive, Chevron’s own compliance with the federal securities laws and the rules and regulations thereunder.

This exclusive forum provision may limit the ability of a stockholder, including a former PDC stockholder who becomes a Chevron stockholder after the merger is completed, to bring a claim in a judicial forum of its choosing for disputes with Chevron or its directors, officers or other employees, which may discourage lawsuits against Chevron and its directors, officers and other employees. In addition, stockholders who do bring a claim in a state or federal court located within the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. In addition, the court located in the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to Chevron than to its stockholders.

Other Risk Factors of Chevron and PDC

Chevron’s and PDC’s businesses are and will be subject to the risks described above. In addition, Chevron and PDC are and will continue to be subject to the risks described in Chevron’s and PDC’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2022 as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 118.

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THE MERGER

The following is a discussion of the transaction and the material terms of the merger agreement between Chevron and PDC. You are urged to read the merger agreement carefully and in its entirety. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. This section is not intended to provide you with any factual information about Chevron or PDC. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Chevron and PDC make with the SEC that are incorporated by reference into this document, as described in “Where You Can Find More Information” beginning on page 118.

Background of the Merger

The PDC Board and company management regularly review and assess PDC’s performance, strategy, financial position, leverage, opportunities and risks in light of current business and economic conditions, developments in the oil and gas exploration and production sector, and potential future industry developments. These reviews have taken place consistently through different macro environments. One such strategic review session occurred in September 2022 during which the management of PDC presented to the PDC Board on various strategic growth opportunities, which included an evaluation of potential strategic merger combinations, acquisition opportunities, and joint ventures. These opportunities included assets within and outside PDC’s current asset portfolio. PJT Partners LP (“PJT Partners”) also participated in the discussions with the PDC Board. Following this review, the PDC Board directed management to continue its strategy of pursuing growth through accretive acquisitions, focusing primarily, though not exclusively, on potential opportunities in the Permian Basin, due to, among other things, the relatively large number of potential target companies operating in the basin, its favorable geological and operating characteristics and a desire to build scale in the Permian Basin to complement PDC’s Colorado operations.

PDC’s pursuit of its growth strategy, both before and after the September 2022 review, has been shaped by factors including (i) increased regulatory scrutiny and uncertainty in Colorado, (ii) commodity price volatility and evolving investor sentiment regarding the upstream energy industry and (iii) a challenging market for acquisitions. Each of these factors is discussed briefly below.

In 2018, opponents of oil and gas development in Colorado supported Proposition 112, a ballot initiative to increase the distance between all new oil and gas development not on federal land and any occupied structure or broadly defined “vulnerable area”. If enacted, Proposition 112 would have effectively prohibited the vast majority of PDC’s future drilling activities in Colorado. Although Proposition 112 was defeated in the November 2018 election, a new law, referred to as Senate Bill 19-181, was enacted in April 2019. Senate Bill 19-181 made a number of changes to oil and gas regulation in Colorado, in particular through “local control” provisions that give county and municipal governmental authorities the ability to regulate facility siting and surface impacts of oil and natural gas development and to impose requirements that are stricter than state requirements. Since the enactment of Senate Bill 19-181, a permitting process under the law has been developed by the Colorado Oil and Gas Conservation Commission, and PDC has had several “Oil and Gas Development Plans” and one “Comprehensive Area Plan” approved under the new rules. However, regulatory uncertainties remain. For example, new ballot initiatives have been proposed for the November 2024 election that, if passed, may generally restrict oil and gas permitting in Colorado by the end of 2030.

With respect to commodity prices, the historical volatility of those prices has continued in recent years, with dramatic collapses in the price of oil in 2014 and 2020 resulting in severe declines in the trading price of many energy company securities. In response to these events, investors have increasingly emphasized the critical importance of balance sheet strength, financial returns from drilling activities, generation of free cash flow, the careful management of G&A and other costs and return of capital. PDC, like other companies in the upstream oil and gas industry, has responded to changing investor priorities in part by seeking acquisitions that provide

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operational efficiencies and corporate synergies. Under the direction of the PDC Board, the company’s management has explored numerous potential acquisitions and other strategic alternatives, within and outside of the basins in which PDC currently operates, that would increase the scale and efficiency of its operations and its inventory of drilling locations. As a result of these efforts, PDC has successfully completed acquisitions, including a merger with SRC Energy Inc. in 2020 and an acquisition of Great Western Petroleum, LLC in 2022.

However, PDC has found continued growth through acquisitions to be challenging due to several factors including (i) the reluctance of some non-Colorado parties to merge with, or receive stock as consideration from, a Colorado operator and thereby assume exposure to Colorado regulatory risk, (ii) the limited additional top-tier properties in Colorado that would potentially be available for acquisition, (iii) the competitiveness of the market for properties and companies operating in the Permian Basin, resulting in high acquisition prices impacting potential accretion, and (iv) with respect to properties outside of the DJ or Permian Basins, the potential difficulty involved in achieving significant operational efficiencies and corporate synergies. For example, in 2022, PDC had discussions regarding the following potential transactions:

(i)

Beginning in the summer of 2022 and ending towards the end of 2022, Mr. Brookman and Mr. Lauck met with several key principals of a similar sized public peer company with assets in the Permian Basin to discuss a conceptual potential merger combination that would significantly scale pro forma PDC and meaningfully increase its portfolio outside of Colorado. However, during discussion between the companies and their representatives, PDC became aware that this company wanted to maintain its focus in the Permian Basin and was not interested in pursuing a transaction with PDC. As a result, the companies ended discussions before entering into a confidentiality agreement or sharing any confidential information.

(ii)

In the fall of 2022, PDC’s management discussed purchasing a smaller public peer company (“Company A”) with operations in basins in which PDC does not operate. As a result, in December 2022, Mr. Brookman met with the CEO of Company A regarding PDC’s interest in a potential transaction. During that meeting, Company A indicated it was not interested in a transaction at that time. As a result, during 2022, the companies did not enter into a confidentiality agreement or share any confidential information. However, as discussed below, PDC and Company A subsequently resumed conversations in April 2023.

(iii)

Throughout 2022 and early 2023, Mr. Brookman met with the CEO and certain advisors of a smaller public peer company with assets in Colorado and had high level discussions regarding the possibility of an acquisition of the company by PDC. However, following such meetings, PDC’s management and the PDC Board determined not to pursue a transaction because the transaction would not meet PDC’s previously disclosed acquisition criteria. As a result, the companies did not pursue entry into a confidentiality agreement or share any confidential information.

(iv)

Beginning in March 2022 and ending in January 2023, PDC’s management and the PDC Board discussed and participated in a process to acquire a private equity-backed company with Permian Basin assets. In October 2022, PDC initially entered into a confidentiality agreement, which did not include a standstill, with the company. In December 2022, PDC made an initial bid on the company and at that time entered into a mutual confidentiality agreement, which also did not include a standstill. PDC subsequently made a second bid in January 2023; however, as a result of the sellers requiring a very high cash component of consideration, general market risk, and timing considerations, the companies determined a transaction was not feasible.

(v)

In April 2022, PDC initially entered into a confidentiality agreement, which did not include a standstill, in connection with the potential acquisition of certain Permian basin assets of a global E&P company. In June 2022, PDC’s management and the PDC Board made an initial bid on the assets. PDC subsequently engaged in additional valuation discussions in August 2022; however, the companies were unable to reach a mutually agreeable price for the assets.

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In May 2021, Bart Brookman, Lance Lauck and Scott Meyers, PDC’s CEO, Executive Vice President Corporate Development & Strategy and CFO, respectively, met with Frank Mount, Chevron’s Vice President – M&A and Origination, to discuss the possibility of PDC purchasing some or all of its Denver-Julesburg Basin (“DJ Basin”) assets and/or certain Permian Basin assets from Chevron. Mr. Mount indicated at that meeting that Chevron was not interested in such a transaction at that time. In July 2021, Mr. Lauck, and other representatives of PDC, met with Norman Hansen, Chevron’s Director, Origination Americas, and other representatives of Chevron, to discuss the possibility of a Permian Basin joint venture whereby PDC would establish terms to drill future wells on certain Chevron properties. After internal reviews, Mr. Hansen indicated that Chevron was not interested in such a transaction at that time.

Messrs. Brookman and Lauck met again with Mr. Mount in May 2022 to discuss a potential purchase by PDC of certain Chevron acreage, and Mr. Mount again said that Chevron was not interested in such a transaction. In December 2022, Mr. Mount and Mr. Brookman met to discuss possible business combinations and the low market premiums many recent transactions had received given existing market conditions. Shortly after this meeting, Mr. Brookman conveyed the substance of the conversation to Mark Ellis, the Chairman of the PDC Board, following which Mr. Brookman discussed the possibility of a transaction with Chevron with several other PDC directors. Mr. Brookman informed Mr. Ellis that he would raise the subject at the meeting of the PDC Board scheduled for February 2023. Mr. Mount indicated Chevron’s interest in potentially acquiring PDC to Mr. Brookman at an industry conference in January 2023.

On January 20, 2023, Mr. Mount and Mr. Brookman spoke, and as part of that discussion, Mr. Mount indicated that the Chevron Board would be made aware of the possible effort to acquire PDC. A follow-up call on February 8, 2023 confirmed Chevron’s interest. On February 17, 2023, Mr. Mount and Mr. Brookman discussed various procedural aspects of a potential transaction, including the anticipated advisors for each company and the due diligence process. Mr. Mount indicated that Chevron was working in good faith on its internal analysis of a potential acquisition and moving through the Chevron internal approval process with respect to potentially providing a written offer.

The PDC Board met on February 20, 2023 to discuss Chevron’s suggestion that Chevron might propose a transaction. After discussion of various possible courses of action, and noting PDC’s recent unsuccessful efforts to pursue significant mergers or acquisitions, the PDC Board indicated to management that it should continue to discuss with Chevron the possibility of a transaction. The PDC Board also indicated support for management’s proposal to engage J.P. Morgan as PDC’s financial advisor in connection with a potential transaction and Wachtell, Lipton, Rosen & Katz (“Wachtell”) and Davis Graham & Stubbs LLP (“DGS”) as its legal advisors.

On February 22, 2023, PDC entered into an engagement letter with J.P. Morgan. J.P. Morgan was selected based on its industry experience, as well as its long-standing relationship with, and knowledge of, PDC. Mr. Mount and Mr. Brookman spoke the same day to discuss certain high level due diligence issues and the process for a potential transaction. Mr. Brookman indicated on this call his belief that the PDC Board might be most receptive to an all-stock offer so that PDC shareholders would benefit from participating in the value and opportunities of Chevron, including its worldwide asset portfolio, dividends, share repurchases and future growth. On February 23, 2023, PDC and Chevron entered into a mutual confidentiality agreement, which included a customary standstill restriction with a customary “fall-away” provision that renders the standstill inapplicable following PDC’s entry into a definitive agreement relating to an acquisition of a majority of PDC’s voting securities or assets, or any third party commencing a tender offer for a majority of PDC’s outstanding voting securities and PDC or the PDC Board accepting such offer. On February 24, 2023 and March 3, 2023, Mr. Mount and Mr. Brookman spoke again to discuss a potential presentation by members of PDC management to members of Chevron management on March 16 or 17. Mr. Mount indicated that Chevron was not prepared to make an offer in advance of the management presentation.

On February 27, 2023, the PDC Board met, and members of PDC management provided an update regarding the potential transaction process, including due diligence, the terms of the confidentiality agreement

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and J.P. Morgan’s engagement. The PDC Board discussed various aspects of the potential transaction at this meeting, including a comparison of the potential benefits and potential limitations of receiving stock versus cash consideration and alternatives. On March 6, 2023, the PDC Board met again to review and discuss with J.P. Morgan certain financial aspects of a potential transaction and certain financial information regarding Chevron and PDC, including certain preliminary financial analyses regarding PDC.

On March 10, 2023, Mr. Mount and Mr. Brookman had a call to discuss, among other things, the due diligence process and potential exchange ratios for the transaction. Mr. Brookman indicated that the PDC Board would be looking for a “strong” offer that reflected PDC’s intrinsic value and a premium over the current trading price of PDC’s common stock.

On March 13, 2023, the PDC Board met to receive an update from Mr. Brookman about the status of discussions and upcoming management meeting with Chevron. On March 15, 2023, Mr. Mount and Mr. Brookman further discussed the management meeting and a potential transaction timeline. On the same date, the PDC Board met again and received an update from J.P. Morgan regarding the conditions of stock markets, generally, and the recent performance of stock prices of PDC and Chevron, in particular, following the recent failure of Silicon Valley Bank and certain other financial institutions. The PDC Board discussed with J.P. Morgan these matters and potential transaction premiums over varying time periods. After discussion, the Board directed Mr. Brookman to emphasize PDC’s intrinsic value in his discussions with Chevron rather than the companies’ relative trading prices. The PDC Board then discussed parties other than Chevron that might be interested in a transaction with PDC and whether an outreach should be made to any such party. After substantial discussion and input from J.P. Morgan and the legal advisors, the PDC Board determined that no outreach should be made at that time because it was still uncertain whether Chevron would make an offer to purchase PDC and because the PDC Board did not want to risk information about a potential transaction becoming publicly known.

On March 16, 2023, Mr. Brookman met for dinner with Mr. Mount and other representatives of Chevron management in advance of a scheduled management presentation the next day.

On March 17, 2023, Mr. Brookman and other members of PDC management gave a presentation to Mr. Mount, Mark Nelson, Chevron’s Vice Chairman and Executive Vice President, Strategy, Policy & Development, Bruce Niemeyer, Chevron’s President, Americas Exploration & Production, and other members of Chevron management, with representatives of Morgan Stanley & Co. LLC (“Morgan Stanley”), Chevron’s financial advisor, in attendance, regarding PDC’s history, operations, financial results, reserves, ESG and sustainability initiatives and other matters. During the meeting, representatives of Chevron indicated that Chevron had been impressed with PDC’s successes and management team, and that an acquisition of PDC would align with Chevron’s focus on generating higher returns while expecting to further lower Chevron’s upstream carbon intensity via practices such as electric drilling and completion equipment, no routine flaring, low emission facility designs, and other best practices. On March 20, 2023, Mr. Mount called Mr. Brookman to tell him that Chevron was impressed with the presentation and remained interested in a transaction. Mr. Mount indicated that due to disruptions in the markets arising from the financial institution failures, Chevron was undertaking further evaluation of the ongoing impact of these developments on the financial markets and general macroeconomic trends and would complete that evaluation prior to proceeding with any written offer to acquire PDC, which could delay the discussions into April.

At a PDC Board meeting held on March 20, 2023, Mr. Brookman gave the board an overview of his communications with Chevron over the preceding week, including Chevron’s timing. These matters were further discussed between Mr. Brookman and Mr. Mount on March 24, 2023, when Mr. Mount told Mr. Brookman that Chevron expected that it would take at least two weeks to further evaluate the impact of the financial institution failures on the broader economy. On March 27, 2023, Mr. Brookman conveyed this information regarding the timeline to the PDC Board. On March 31, 2023, Mr. Mount told Mr. Brookman that Chevron’s analysis of the general economic situation was ongoing.

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On April 11, 2023, Mr. Brookman told Mr. Mount that the PDC Board needed clarity concerning the prospects for a transaction in light of the delayed timing; Mr. Mount responded that Chevron remained interested in the transaction. Mr. Brookman reported the content of this conversation to the PDC Board at a meeting held on April 11, 2023.

On April 18, 2023, Mr. Brookman met with the CEO of Company A. Mr. Brookman had had conversations with the CEO of Company A from time to time about general issues facing the oil and gas industry, and occasionally about the prospect of a transaction between the two companies, but no specific terms of a transaction were discussed. At this meeting, the CEO of Company A indicated that it was exclusively interested in a potential merger with PDC at that time. Mr. Brookman said that he would discuss the issue with the PDC Board.

Mr. Brookman and Mr. Mount spoke again on April 19, 2023, and Mr. Mount reiterated Chevron’s interest in a transaction notwithstanding the delay in PDC’s expected timing from the parties’ initial/preliminary discussions.

The PDC Board met on April 20, 2023. Mr. Brookman gave an update on the status of discussions with Chevron and also discussed his meeting with the CEO of Company A. Mr. Brookman and Mr. Lauck provided an overview of Company A’s properties and financial characteristics, and noted that PDC shareholders would be expected to own a majority of the combined company in a merger with Company A. The PDC Board directed that management should continue to advance discussions with Company A.

PDC and Company A entered into a mutual confidentiality agreement on April 25, 2023, which included a customary standstill restriction with a customary “fall-away” provision that renders the standstill inapplicable following PDC’s entry into a definitive agreement relating to a merger or other business combination transaction. PDC and Company A also established data rooms on April 29, 2023 to share preliminary diligence materials.

On May 1, 2023, the PDC Board met for a regularly scheduled Audit Committee meeting to approve the company’s first quarter Form 10-Q, at which time Mr. Brookman provided an update regarding the potential Chevron transaction and recent discussions with Company A.

On May 5, 2023, Mr. Mount informed Mr. Brookman that Chevron was in a final review stage prior to making a written offer to acquire PDC. On May 7, 2023, Chevron provided an offer letter to PDC proposing a merger in which each share of PDC stock would be converted into 0.4379 of a share of Chevron stock. The same day, Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), legal counsel to Chevron, sent a draft merger agreement to Wachtell.

The PDC Board met on May 8, 2023. Mr. Brookman began the meeting by providing the PDC Board with an update regarding recent communications with Company A, including a planned meeting at which each company’s management would present an overview of its business to the other. Mr. Brookman then described the offer received the preceding day from Chevron. Mr. Lauck provided a preliminary financial analysis of the offer, which equated to an implied PDC share price of $70.16 based on the companies’ most recent closing prices, which represented a 9.0% premium over the trading day close of May 5. Mr. Lauck discussed, among other things, the premium provided by the offer over different trading periods. J.P. Morgan then provided and discussed with the PDC Board certain financial aspects of Chevron’s May 7 offer. Nicole Martinet, PDC’s General Counsel, discussed certain issues raised by the draft merger agreement provided by Paul Weiss, and representatives of Wachtell and DGS participated in that discussion. Mr. Lauck also provided a preliminary financial analysis of a potential transaction with each of Company A and Chevron. Discussion ensued about, among other things, the attractiveness of the Chevron offer and a negotiating strategy for improving it, the prospects and potential benefits of a merger with Company A versus Chevron, the potential timelines for both transactions, and whether a transaction with Company A would facilitate or hinder a potential acquisition of the combined PDC-Company A company by a third party in the future.

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Mr. Mount and Mr. Brookman had conversations on May 9 and May 10 during which they discussed, among other things, due diligence matters, the proposed transaction timeline and the status of the merger agreement.

The PDC Board met again on May 11, 2023. Mr. Lauck and other members of PDC management provided a more detailed analysis of Company A, including its operations, recent performance, guidance, ESG attributes, reserves, well performance, initial net asset value estimates and capital structure. This presentation also included a preliminary valuation analysis of Company A based on stock price performance, financial forecasts and discounted cash flows, as well as several next steps planned as part of the Company A valuation assessment process. J.P. Morgan then provided and discussed with the PDC Board certain financial aspects of the May 7 Chevron offer and certain preliminary financial analyses regarding a potential transaction with Company A. The PDC Board then discussed potential positive and negative factors associated with a transaction with Company A, including the potential for an increased valuation of the combined company due to its greater scale but also the possibility that the anticipated levels of synergies from a merger may not materialize given the geographic dispersion of the companies’ properties. It then compared a potential transaction with Company A to one with Chevron, determining that a Chevron transaction would present less execution risk and would have greater potential for maximizing value for PDC shareholders on a risk-adjusted basis. Following discussion, the PDC Board directed management to prioritize discussions with Chevron, but also to continue the valuation assessment process with Company A in light of the possibility that no acceptable deal would be reached with Chevron. The PDC Board also instructed management to respond to Chevron’s proposal by proposing an implied per share price in the mid-$70s and gave Mr. Brookman authority to negotiate in the $70-$75 per share price range. With the participation of Wachtell, DGS and J.P. Morgan, the PDC Board and management then revisited its prior discussions regarding a potential outreach to one or more third parties. After discussion, the PDC Board concluded that (i) it was unlikely that any party would be willing to offer terms that would be superior to those offered by Chevron and (ii) the terms of the merger agreement with Chevron, assuming one was entered into, would not prevent a third party from making an offer for PDC after the merger agreement was signed and announced. Therefore, the PDC Board determined an outreach at this time would create risks, particularly in terms of confidentiality, that would likely outweigh any potential benefits.

On May 12, 2023, Mr. Brookman spoke to Mr. Mount and suggested that Chevron conduct additional valuation due diligence on PDC’s production, financial model and inventory with a view toward improving its offer. Mr. Brookman also communicated that the PDC Board wanted an offer that reflected a mid-$70s per share price for PDC stock. Finally, Mr. Brookman noted that although the initial draft of the merger agreement was generally constructive, certain terms were not acceptable to PDC. With respect to the exchange ratio, Mr. Mount and Mr. Brookman discussed how the trading prices of the companies’ stock over time would affect the acceptability to each party of a given ratio. Without precisely defining a minimum per share price or a maximum premium, they also discussed that pricing parameters that would result in at least a minimum implied per share price for PDC stock, but that would not exceed a maximum spot price premium, would likely be acceptable to both parties. They discussed that a number of matters outside the control of either party, including the relative trading prices of each company’s shares, would influence the ultimate exchange ratio, with Mr. Brookman emphasizing PDC’s view that PDC’s intrinsic value should be a significant driver in any such discussions and Mr. Mount emphasizing the significance of, and consistency demonstrated by, Chevron’s track record on capital discipline in M&A activity.

On May 14, 2023, Wachtell provided a revised draft of the merger agreement to Paul Weiss. This draft reflected a number of proposed changes, including a reduced break-up fee payable by PDC if the agreement were terminated in certain circumstances, a carveout from the definition of the term “Company Material Adverse Effect” for adverse developments in the Colorado regulatory environment and cutbacks to the interim operating covenants to which PDC would be subject during the pendency of the merger. The draft also included a substantially stronger covenant on the part of Chevron to obtain necessary regulatory approvals and PDC’s proposal that a “reverse” break-up fee would be paid to PDC in the event the merger agreement was terminated due to failure to obtain such approvals.

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At a meeting of the PDC Board held on May 15, 2023, Mr. Brookman reported to the board the substance of his May 12 conversation with Mr. Mount, including on pricing parameters. Ms. Martinet then highlighted certain issues in the draft merger agreement that were being negotiated with Chevron and Paul Weiss, including Chevron’s regulatory approval covenant, the inclusion and size of the break-up fee, PDC’s interim operating covenants and provisions regarding retention of PDC employees. The PDC Board then discussed potential resolutions of certain of these issues. After this meeting, Mr. Brookman spoke with Mr. Mount, and they agreed the parties might be able to determine a mutually-acceptable exchange ratio at the end of the current week. Mr. Brookman emphasized to Mr. Mount the importance of Chevron’s regulatory approval covenant and also noted certain outstanding employee-related issues.

On May 17, 2023, Mr. Mount and Mr. Brookman further discussed certain merger agreement issues, the timing of the transaction and, assuming a deal were to be reached, the external and internal communications plan regarding the transaction. Later that day, at a meeting attended by members of Chevron’s management, including Pierre Breber, Chevron’s Vice President and Chief Financial Officer, and representatives of Morgan Stanley, representatives of Chevron answered reverse diligence questions from representatives of PDC, with the assistance of J.P Morgan, Wachtell and DGS, regarding Chevron’s businesses, properties and financial results and condition, and Chevron formally engaged Evercore Group L.L.C. with respect to the potential transaction with PDC to provide additional financial advice in connection with the merger agreement.

On May 18, 2023, Paul Weiss circulated a revised draft of the merger agreement to Wachtell.

On May 19, 2023, Mr. Brookman and Mr. Mount discussed the merger agreement, including certain employee-related matters. In a subsequent conversation after the close of trading on that day, Mr. Mount called Mr. Brookman to communicate Chevron’s updated proposed exchange ratio of 0.4638, which implied a per share price for PDC stock of $72.00 based on the companies’ closing trading prices as of May 19, 2023 which represented a 10.6% premium over the trading day close price and 14% premium over 10-day trading price, noting that it fell within the previously discussed pricing parameters for both sides. Mr. Mount said that this was Chevron’s best and final offer. Mr. Brookman indicated that that exchange ratio might be acceptable but that PDC would want the ability to pay a $1.50 special dividend to its shareholders prior to the closing of the merger. Mr. Mount discussed this proposal with other members of Chevron’s management, and then called Mr. Brookman to tell him that Chevron would not accept the special dividend proposal and to reiterate that the 0.4638 exchange ratio represented Chevron’s best and final offer. Mr. Brookman said that he would convey that message to the PDC Board. On the same day, PDC formally engaged PJT Partners to provide supplementary financial advisory services to PDC in connection with the potential transaction with Chevron.

The PDC Board met on the evening of May 19, 2023. Mr. Brookman described to the board the substance of his conversations with Mr. Mount. Ms. Martinet and Wachtell described the remaining open issues in the merger agreement. J.P. Morgan then provided and discussed with the PDC Board certain financial aspects of Chevron’s offer. Discussion ensued regarding the attractiveness of the offer and the likelihood that Chevron would improve it. After this discussion, the PDC Board instructed Mr. Brookman to tell Mr. Mount that PDC would move forward with the proposed exchange ratio, subject to satisfactory resolution of the final provisions of the draft merger agreement. Mr. Brookman conveyed this message to Mr. Mount after the meeting.

Wachtell, DGS and PDC continued to negotiate the terms of the merger agreement on May 19 through 21, 2023 with Paul Weiss and Chevron. PDC agreed to the elimination of the reverse break-up fee and Chevron agreed to certain changes to strengthen its covenant to obtain regulatory approvals. The parties also reached agreement on PDC’s interim operating covenants, the employee-related matters and the size of the break-up fee potentially payable by PDC in certain circumstances.

On May 21, 2023, Mr. Brookman spoke with Michael Wirth, Chairman of the Chevron Board and Chevron’s Chief Executive Officer, where Mr. Wirth shared Chevron’s view of PDC’s complementary culture, low carbon operations, and shareholder returns focus. Additionally, Mr. Wirth and Mr. Brookman discussed their respective visions for the future combined asset base of the two companies and the benefits of the transaction to both companies’ shareholders.

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The merger agreement was in substantially final form by the afternoon of May 21, 2023, when the PDC Board met to consider approval of the merger, with representatives of Wachtell, DGS, J.P. Morgan and PJT Partners in attendance. Representatives of Wachtell discussed the PDC Board’s fiduciary duties in the context of the merger and the merger agreement, and, together with Ms. Martinet, summarized the terms of the merger agreement. Representatives of J.P. Morgan then reviewed with the PDC Board its financial analyses of the proposed transaction at the agreed upon 0.4638 exchange ratio. Following discussion, J.P. Morgan rendered its oral opinion to the PDC Board, which was subsequently confirmed by delivery of a written opinion, dated May 21, 2023, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the merger consideration to be paid to the holders of PDC common stock in the proposed merger was fair, from a financial point of view, to such holders. See the section entitled “—Opinion of PDC’s Financial Advisor” for more information. A representative of PJT Partners also addressed questions posed by the PDC Board relating to the transaction as well as market and investor relations considerations.

After considering the proposed terms of the transaction with Chevron, and taking into consideration the matters discussed during that meeting and prior meetings of the PDC Board, including the factors described above and under the section entitled “—Recommendation of the PDC Board and Reasons for the Merger,” the PDC Board unanimously (1) declared that the merger agreement and the transactions contemplated thereby (including the merger), are fair to, and in the best interests of, PDC’s stockholders, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (3) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the PDC stockholders and (4) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the approval and adoption of the merger agreement and the transactions contemplated thereby (including the merger) by the PDC stockholders.

Following the PDC Board meeting, PDC and Chevron executed the merger agreement.

Prior to the opening of trading on May 22, 2023, Chevron and PDC issued a joint press release announcing entry into the merger agreement.

Chevron’s Rationale for the Transaction

Chevron believes that the merger with PDC presents Chevron with the opportunity to:

enhance its portfolio of assets in the DJ Basin and Permian Basin that Chevron believes have the potential to deliver higher returns and lower its overall carbon intensity;

improve Chevron’s resource base through the acquisition of proved reserves at an attractive acquisition cost;

allow Chevron to realize capital expenditures efficiencies and operational synergies after closing of the merger through the integration of PDC into Chevron’s existing development operations; and

be accretive to earnings per share, free cash flow and return on capital employed within 12 months after the completion of the merger.

PDC Board’s Recommendations and Its Reasons for the Transaction

By unanimous vote, the PDC Board, at a meeting held on May 21, 2023, (a) declared that the merger agreement and the transactions contemplated thereby (including the merger), are fair to, and in the best interests of, PDC’s stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (c) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the PDC stockholders and (d) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the approval and adoption of the merger agreement and the transactions contemplated thereby (including the merger) by the PDC stockholders. The PDC Board unanimously recommends that PDC stockholders vote “FOR” the merger proposal, “FOR” the non-binding merger-related compensation proposal and “FOR” the adjournment proposal.

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In reaching its determinations and recommendations, the PDC Board consulted with company management and financial and legal advisors and considered a range of factors and scenarios, as discussed below. Factors that weighed in favor of the merger include:

Greater Stockholder Value and Return Potential. The PDC Board assessed the value and nature of the consideration to be received in the merger by PDC stockholders, including:

The stock-for-stock merger enables PDC stockholders to fully participate in the value and opportunities of Chevron, including its worldwide asset portfolio, dividends, share repurchases, and expected future growth;

Chevron has a 36-year history of increasing its dividend per share annually and has a strongly-stated public commitment to protect its dividend;

Based on the closing trading price of Chevron common stock of $155.23 on May 19, 2023, the last trading day prior to public announcement of the merger, the merger consideration represented an implied value of $72.00 per share of PDC common stock;

The consideration to be paid to holders of PDC common stock represented a 14% premium to the ten-day average closing price for the period ended May 19, 2023 (the last trading day prior to public announcement of the merger);

The consideration to be paid to holders of PDC stock comes with a large and growing dividend that currently represents a 75% increase in dividends per share to PDC investors relative to PDC’s current regular dividend;

The consideration to be paid to holders of PDC common stock comes with a significant board authorization to repurchase $75 billion of Chevron common stock; and

The merger is structured as a stock-for-stock transaction and is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Benefits of Chevron After the Merger: Greater Scale and Financial Strength. The PDC Board believed that the company resulting from the acquisition of PDC by Chevron would be extremely well positioned, with a top tier market capitalization, global footprint and ability to invest on a strategic timeline less susceptible to various commodity price cycles.

The global scale of Chevron, with its diversified portfolio of upstream, midstream, downstream, and new energies assets across a range of geographies, will be expected to reduce cash flow volatility and better support future strategic investments;

A larger, diversified asset portfolio would de-risk the portfolio and lessen any potential future impact from regulatory changes in Colorado;

Chevron has a greater ability to fund major projects and maximize returns than PDC on a standalone basis;

The merger significantly improves a number of key financial metrics to PDC shareholders on a pro forma basis, including as follows:

75% increase in dividends per share;

Stable free cash flow with Chevron generating over 20 times the amount PDC generated over the last three years and a targeted future growth rate of greater than 10% at or above $60 Brent pricing per barrel through 2027; and

Strong, stable balance sheet that is made to weather commodity and financial headwinds and provides greater ability to withstand global economic uncertainty.

Ability to Protect Opportunity While Mitigating Downside Risk of Portfolio; Superior Alternative to Continuing PDC as an Independent, Standalone Company. The PDC Board determined that entering

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into the merger agreement with Chevron provided the best alternative to create stockholder value from the PDC assets on a short-, intermediate- and long-term basis, including as compared to continued operations on a standalone basis in light of the compelling value proposition of the Chevron transaction. In reaching this conclusion, the PDC Board examined four sets of commodity price assumptions, including (i) a “Management Outlook + LT $55 Flat” case, with PDC management estimates of WTI per barrel pricing for 2023, 2024 and 2025 of $75.28, $72.50 and $70.00, respectively, and flat $55.00 pricing thereafter, (ii) a “Management Outlook + LT $70 Flat” case with the same pricing assumptions for 2023, 2024 and 2025 and flat $70 pricing thereafter, (iii) a “Strip” case that reflected then current NYMEX strip pricing with gradual declines from $74.43 per barrel in 2023 to $64.24 in 2026 and $62.32 in 2027 and then held flat thereafter and (iv) a “Consensus” case that assumed WTI per barrel prices of $79.26, $77.50, $76.00 and $75.00 in 2023, 2024, 2025 and 2026, respectively, and then held flat thereafter at $76.50.

Risks Associated with Operating as a Standalone Business. The PDC Board also considered the following risks inherent in maintaining the assets within the current or a somewhat larger standalone exploration and production company, and determined that the Chevron transaction eliminated, or significantly reduced, key risks including:

Commodity price fluctuations and regulatory risks that can challenge the long-term competitiveness and sustainability of future cash flows from PDC’s assets in a standalone business;

PDC is susceptible to concentration risk associated with its DJ Basin assets in light of ongoing regulatory uncertainty;

Although PDC currently has a substantial multi-year inventory of drilling locations in the DJ Basin, opportunities for meaningful additions of top-tier properties in the basin are limited and acquisitions outside of the DJ Basin have proved challenging to complete;

The risk that PDC may become less competitive, on a relative basis, compared with larger producers, given scale-related advantages available to larger companies, including with respect to cost savings achieved by larger companies through economies of scale;

The risks related to the ongoing trend of investors seeking to allocate capital to the largest and most financially stable and flexible producers, which has contributed to accelerating consolidation of the U.S. upstream oil and gas industry and reduced valuations for small- and mid-cap companies; and

PDC operates in an industry that faces significant potential financial and operating risks associated with environmental and other regulatory considerations, and growing pressure to diversify away from fossil fuels.

Superior Alternative to Other Transactions Potentially Available to PDC. The PDC Board and management have evaluated in the past year a significant number of alternative scenarios and potential transactions, ranging from acquisitions of other companies or assets, to mergers of equals, to a full acquisition of PDC. The potential alternative transactions considered included the following:

a merger of equals with a peer company;

purchasing a smaller peer company in the same basin as PDC with asset and cost synergies;

purchasing a smaller peer company with operations in one or more new basins; and

purchasing private equity-backed companies in basins where PDC operates that typically required primarily or exclusively cash consideration.

After detailed consideration of the opportunities and risks of each alternative, the PDC Board determined that entering into the merger agreement with Chevron provided a superior path for

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sustaining and enhancing stockholder value and mitigating risk compared to pursuing an alternative transaction, in light of factors including:

After the merger with Chevron, PDC stockholders would benefit from:

a significant increase in the amount, longevity and sustainability of dividends;

a significant board authorization to repurchase stock;

reduced risk from potential unfavorable regulatory developments in Colorado;

Chevron’s greater ability to invest across the energy value chain and increased value from its assets and enhanced future opportunities; and

increased scale and capacity to address growing environmental and climate considerations and potential regulatory changes.

Challenges presented by potential alternatives compared to the merger with Chevron, including:

the reluctance of certain potential counterparties to engage in a transaction that would expose them to the risk of adverse changes in the Colorado regulatory environment;

the limited availability of additional top-tier acreage in the DJ Basin;

the competitiveness of the market for additional properties in the Permian Basin and the purchase price and high cash component required to complete acquisitions of such properties or companies owning such properties; and

the potential lack of synergies associated with acquisitions of properties outside of the DJ and Permian Basins.

The PDC Board’s belief, after discussion and analysis with its financial advisors and PDC’s management, that it was unlikely that any other party would be prepared to pay a higher price to acquire PDC at this time;

Chevron presented the greatest value to PDC stockholders driven in part by its publicly-stated financial priority to maintain and grow stockholder dividends; and

A combination with Chevron offered PDC stockholders the greatest risk-adjusted long-term value, financial flexibility and sustainability.

Synergies and Complementary Businesses. The complementary nature, quality and scale of assets of Chevron and PDC, including:

PDC’s 275,000 net acres in the DJ Basin are largely adjacent to Chevron’s 319,000 net acres in the basin; similarly, PDC’s 25,000 net acres in the Permian Basin are largely adjacent to Chevron’s greater than 2 million net acres in that basin, and thus are expected to benefit PDC stockholders by:

enhancing the combined company’s position in two leading U.S. unconventional basins;

optimizing the combined company’s development plans to deliver greater economic efficiencies;

providing cost and infrastructure efficiencies due to greater scale; and

reducing basin-specific concentration risk.

The significant synergies of the combination, which are not achievable by PDC as a standalone entity, are projected to be accretive to Chevron’s earnings per share, free cash flow and return on capital employed within one year following the consummation of the transaction, assuming a price of $70 or higher per barrel of Brent Crude Oil and $3.50 or higher per Mcf of Henry Hub natural gas.

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Shared Goals of Lower Emissions and Core Values. Chevron and PDC share similar philosophies in regard to a lower carbon energy future, the importance of ESG, and core values, including:

PDC’s assets are expected to help propel Chevron toward the companies’ shared goal of a lower carbon energy future while also safely delivering higher returns;

While PDC and Chevron are both industry leaders on Environmental, Social and Governance (“ESG”) matters, Chevron after the merger will have greater scale and resources to respond to increasing regulatory and other ESG matters;

Chevron and PDC share core values of integrity, collaboration, accountability and caring for people and the environment, and the combined workforce is expected to continue to increase efficiency and deliver stockholder value. The merger agreement includes provisions that should facilitate the retention of PDC employees and enhance their ability to provide value for shareholders of the combined company.

Opportunity to Receive Alternative Acquisition Proposals and to Terminate the Merger in Order to Accept a Superior Proposal. The PDC Board considered the terms of the merger agreement related to PDC’s ability to respond to unsolicited acquisition proposals and determined that the provisions of the merger agreement would not deter or preclude any third party from making a competing proposal and that the PDC Board would be able, under certain circumstances, to furnish information and enter into discussions and negotiations in connection with a competing proposal. In this regard, the PDC Board considered that:

experience demonstrates that an executed merger agreement is not a deterrent to potential topping bids;

subject to compliance with the applicable provisions of the merger agreement, the PDC Board may, before approval of the merger with Chevron by PDC stockholders, change its recommendation to PDC stockholders with respect to approval of the merger if the PDC Board determines in good faith, after consultation with its legal advisors, that failing to make a change in its recommendation would reasonably likely be inconsistent with the PDC Board’s fiduciary duties;

subject to its compliance with the applicable provisions of the merger agreement, the PDC Board may terminate the merger agreement in order to enter into a superior proposal; and

the PDC Board believed that the termination fee of $225 million is reasonable in light of the circumstances and the overall terms of the merger agreement, consistent with fees in comparable transactions, and would not discourage alternative acquisition proposals from credible third parties willing and able to make such proposals. PDC would be required to pay the termination fee to Chevron in certain circumstances, including if (i) Chevron terminates the merger agreement in connection with a change in the PDC Board’s recommendation to its stockholders with respect to approval of the merger or (ii) PDC terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal.

Receipt of Fairness Opinion from J.P. Morgan. The PDC Board considered the oral opinion of J.P. Morgan rendered to the PDC Board on May 21, 2023, which opinion was subsequently confirmed by delivery to the PDC Board of a written opinion dated as of the same date, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in J.P. Morgan’s written opinion, the merger consideration to be paid to the holders of PDC common stock in the proposed merger was fair, from a financial point of view, to such holders, as more fully described below under the heading “—Opinion of PDC’s Financial Advisor” beginning on page 46.

Terms of the Merger Agreement. The PDC Board reviewed and considered the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, and concluded that such terms

44


are reasonable and fair to PDC. The PDC Board also reviewed and considered the conditions to the completion of the merger, including regulatory approvals, which it believes are likely to be satisfied on a timely basis. The PDC Board noted in particular that the completion of the merger is not subject to any financing condition or any condition based upon Chevron stockholder approval, which enhances the likelihood that the merger will be completed.

In the course of its deliberations, the PDC Board also considered a variety of risks and other potentially negative factors, including the following:

Fixed Exchange Ratio. The PDC Board considered that because the merger consideration is based on a fixed exchange ratio rather than a fixed value, PDC stockholders will bear the risk of a decrease in the trading price of Chevron common stock during the pendency of the merger and the merger agreement does not provide PDC with a collar or a value-based termination right.

Risks Associated with the Pendency of the Merger. The risks and contingencies relating to the announcement and pendency of the merger, including the potential for diversion of management and employee attention and the potential effect of the combination on the businesses of both companies and the restrictions on the conduct of PDC’s business during the period between the execution of the merger agreement and the completion of the merger.

Possible Failure to Achieve Synergies. The potential challenges and difficulties in integrating the operations of PDC and Chevron and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the merger, might not be realized or might take longer to realize than expected.

Termination Fee. The PDC Board considered that PDC would be required to pay to Chevron a termination fee of $225 million in the event PDC were to terminate the merger agreement in order for PDC to enter into a superior proposal, should one be made, or if the merger agreement were to be terminated by Chevron in connection with a change in the PDC Board’s recommendation to its stockholders with respect to adoption of the merger agreement.

Restrictions on Third-Party Discussions. The PDC Board considered that the merger agreement required PDC to terminate all discussions with potential alternative transaction counterparties while noting that PDC would only have the right to respond to alternative proposals that might be made by such parties pursuant to and in accordance with the applicable terms of the merger agreement.

Small Pro Forma Ownership. The PDC Board considered that, based on the implied value of the merger consideration as of May 21, 2023, PDC stockholders would only own approximately 2% of Chevron after the merger.

Risk Related to Chevron’s Dividend. Given the importance of Chevron’s dividend to the PDC Board’s recommendation, the PDC Board considered the risk that Chevron would reduce its dividend.

Other Risks. The PDC Board considered risks of the type and nature described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 22 and 25, respectively.

The PDC Board believed that, overall, the potential benefits of the merger to PDC stockholders outweighed the potential risks and uncertainties of the merger.

In addition, the PDC Board was aware of and considered that PDC’s directors and executive officers may have interests in the merger that may be different from, or in addition to, their interests as stockholders of PDC generally, as described below under the heading “—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55.

The foregoing discussion of factors considered by the PDC Board is not intended to be exhaustive, but it includes material factors considered by the PDC Board. In light of the variety of factors considered in connection

45


with its evaluation of the merger, the PDC Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the PDC Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The PDC Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The PDC Board based its recommendation on the entirety of the information presented.

Opinion of PDC’s Financial Advisor

Pursuant to an engagement letter dated February 22, 2023, PDC retained J.P. Morgan as its financial advisor in connection with a potential transaction (including the proposed merger). At the meeting of the PDC Board on May 21, 2023, J.P. Morgan rendered its oral opinion to the PDC Board, which was subsequently confirmed by delivery of a written opinion, dated May 21, 2023, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the merger consideration to be paid to the holders of PDC common stock in the proposed merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated May 21, 2023, which sets forth, among other things, the assumptions made, matters considered and qualifications and any limitations on the opinion and the review undertaken by J.P. Morgan in connection with rendering its opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. PDC’s stockholders are urged to read the opinion carefully and in its entirety. J.P. Morgan’s opinion was addressed to the PDC Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the merger consideration to be paid to the holders of PDC common stock in the proposed merger and did not address any other aspect of the proposed merger or the other transactions contemplated by the merger agreement. J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of PDC or any alternative transaction. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of PDC as to how such stockholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, Janney,J.P. Morgan, among other things:

 

reviewed certain publicly available information such as annual reports, quarterly reports and other filingsa draft of NBLX and Chevron with the SEC;merger agreement, dated May 21, 2023;

 

reviewed certain publicly available business and financial information concerning PDC and the industries in which it operates;

compared the proposed financial terms of the proposed merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;

compared the financial and operating performance of PDC with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical financial performance, current financial positionmarket prices of the PDC common stock and general prospectsChevron common stock and certain publicly traded securities of NBLX and Chevron;such other companies;

 

reviewed certain internal financial analyses and operating information with respect to the business, operations and general prospects of NBLX, including certain financial forecasts prepared by the management of the General Partner;

discussed the historical financial performance, current financial position and general prospects of NBLX and Chevron with members of the senior management team of the General Partner and Chevron;

reviewed the draft Merger Agreement, dated March 4, 2021, to the extent applicablePDC relating to its analysis;

reviewed certain presentationsbusiness (including the financial projections identified to J.P. Morgan by PDC as the Conflicts Committee from“Management Outlook + LT $55 Flat Case,” the management of“Management Outlook + LT $70 Flat Case,” the General Partner and Chevron;

reviewed the current and historical price ranges and trading activity of the NBLX Common Units“Strip Case” and the Chevron Common Stock;

to the extent deemed relevant, analyzed information of certain selected publicly traded companies and compared NBLX and Chevron from a financial point of view to these other companies;

to the extent deemed relevant, analyzed information of certain other selected transactions and compared the Merger from a financial point of view to these other transactions to the extent information concerning such transactions was available;

discussed with the GP Board and certain members of senior management of the General Partner the strategic aspects of the Merger, including, but not limited to, past and current business operations, financial condition and prospects (including their views on the risks and uncertainties of achieving their forecasts)“Consensus Case”); and

 

performed such other analysesfinancial studies and examinationsanalyses and considered such other information studies, analysesas J.P. Morgan deemed appropriate for the purposes of its opinion.

46


In addition, J.P. Morgan held discussions with certain members of the management of PDC and inquiries, as it deemed necessary.Chevron with respect to certain aspects of the proposed merger, and the past and current business operations of PDC, the financial condition and future prospects and operations of PDC, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, JanneyJ.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by PDC and Chevron or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with PDC, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the Conflicts Committee’s consentsolvency of PDC or Chevron under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and without independent verification,forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that (i)they were reasonably prepared based on assumptions reflecting the partiesbest currently available estimates and judgments by management as to the Merger Agreement will comply with all material termsexpected future results of operations and financial condition of PDC to which such analyses or forecasts relate. For purposes of J.P. Morgan’s opinion and financial analyses, the PDC Board directed J.P. Morgan to apply a 20% weighting to the results of J.P. Morgan’s financial analyses using the “Management Outlook + LT $55 Flat Case,” and a 40% weighting to each of the Merger Agreement, (ii)results of J.P. Morgan’s financial analyses using the Merger will be consummated in accordance with“Management Outlook + LT $70 Flat Case” and the terms“Strip Case” and to use such weighted results for purposes of its opinion and certain financial analyses. J.P. Morgan expresses no view as to such analyses or forecasts or the Merger Agreement without any waiverassumptions on which they were based or amendment of any material termas to such weightings or condition thereof, (iii)directions. J.P. Morgan also assumed that the Mergerproposed merger and the other transactions contemplated by the merger agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, managementrepresentatives of PDC, and will be consummated as described in the General Partner, (iv)merger agreement, and that the Exchange Ratio will not be adjusted in accordance with the Merger Agreement or otherwise, and (v) the

final executed form of the Merger Agreementdefinitive merger agreement will not differ in any material respectrespects from the draft dated March 4, 2021, that Janney reviewed. Janneythereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by PDC and Chevron and Merger Sub in the merger agreement and the related agreements were and will be true and correct in all respects material to J.P. Morgan’s analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to PDC with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Mergerproposed merger will be obtained without any material delay or adverse effect on NBLXPDC or on the Merger.

Janney relied upon, and assumed, the accuracy and completeness of allcontemplated benefits of the financial and other information that was available to it from public sources, that was provided to Janney by the General Partner and its representatives or that was otherwise reviewed by Janney. Janney further relied on the assurances of management of the General Partner that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Janney was not asked to and did not undertake any independent verification of any of such information and did not assume any responsibility or liability for the accuracy or completeness thereof. For purposes of its opinion, Janney was not requested to, and did not, make an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of NBLX or any of its affiliates or subsidiaries and was not furnished with any such evaluation or appraisal. Janney did not make any physical inspection of the properties or assets of NBLX. With respect to the financial forecasts prepared by the management of the General Partner, such management confirmed that the financial forecasts have been prepared in good faith and reflect the best currently available estimates and judgments of such management of the future financial performance of NBLX. Janney assumed such financial projections will be achieved and expressed no opinion or view as to such financial projections or the assumptions on which they are based or whether if the Merger is not consummated that performance of NBLX would be consistent with such forecasts. Janney assumed in all respects material to its analysis that all of the representations and warranties contained in the Merger Agreement and all related agreements were true and correct, that each party to such agreements will perform all of the covenants required to be performed by such party under such agreements, that the conditions precedent to the Merger Agreement are not waived, and that the Merger will be consummated in a timely manner in accordance with the terms described in the Merger Agreement in the form provided to Janney without any amendments or modifications thereto.proposed merger.

Janney’sJ.P. Morgan’s opinion was renderednecessarily based on the basis ofeconomic, market economic and other conditions prevailingas in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s written opinion dated May 21, 2023, and on the conditions and prospects, financial and otherwise, of NBLX and Chevron, as they existed and were known to Janney on such date, and Janney assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date thereof. Janney’s opinion was furnished solely for the use and benefit of the Conflicts Committee in connection with its consideration of the Merger, andthat J.P. Morgan does not constitute a recommendation ashave any obligation to the advisability of the Merger. Janney’supdate, revise, or reaffirm such opinion. J.P. Morgan’s opinion was directed onlyis limited to the fairness, from a financial point of view, to NBLX and the NBLX Public Unitholders, of the Exchange Ratio set forthmerger consideration to be paid to the holders of PDC common stock in the Merger Agreement,proposed merger, and does not addressJ.P. Morgan has expressed no opinion as to the fairness of the Merger to, or any consideration receivedto be paid in connection therewithwith the proposed merger to the holders of any other class of securities, creditors or other constituencies of PDC or as to the underlying decision by orPDC to engage in the proposed merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to be paid or payable to any of the officers, directors, or employees of NBLX,any party to the proposed merger, or any class of such persons whether relative to the Exchange Ratiomerger consideration to be paid to the holders of PDC common stock in the proposed merger or otherwise. Janney did not expresswith respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the impactprice at which PDC common stock or Chevron common stock will trade at any future time.

The terms of the Merger onmerger agreement, including the solvency or viability of NBLX, anymerger consideration, were determined through arm’s length negotiations between PDC and Chevron, and the decision to enter into the merger agreement was solely that of the other parties to the Merger Agreement or their ability to pay their debts when they become due.

Janney’sPDC Board. J.P. Morgan’s opinion does not address, among other things, (i) the relative meritsand financial analyses were only one of the Merger as compared to other business strategies or transactions that might be available to NBLX, (ii)many factors considered by the underlying business decision of NBLX or any other party to proceed with or effect the Merger or (iii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspectPDC Board in its evaluation of the Merger or otherwise (other than the Exchange Ratio to the extent expressly specified in the opinion). Such opinionproposed merger and underlying financial analyses should not be viewed as determinative of the views of the Conflicts CommitteePDC Board or management with respect to the Mergerproposed merger or the Exchange Ratio. Suchmerger consideration.

47


In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the PDC Board on May 21, 2023 and analysis were only one ofin the many factors considered byfinancial analyses presented to the Conflicts Committee in its evaluation of the Merger.

Overview of Analyses

The following is a brief summary of the material analyses performed by JanneyPDC Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion dated March 4, 2021:

Premiums paid analysis;

Public comparables analysis;

Precedent transactions analysis;to the PDC Board and

Discounted cash flows analysis.

This summary contained in the presentation delivered to the PDC Board on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses performedor data presented by Janney.J.P. Morgan. Certain of the summaries of the financial analyses include information presented in tabular format, whichformat. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary to understand such analyses. The ordersummary. Considering the data set forth below without considering the full narrative description of the financial analyses, describedincluding the methodologies and assumptions underlying the results of these analyses do not represent the relative importance or weight given to these analyses by Janney. Accordingly, Janney’s analysis must be considered as a whole. Considering any portion of the various analyses and factors reviewed, without bearing in mind all analyses, could create a misleading or incomplete view of the process underlying Janney’s opinion.J.P. Morgan’s analyses.

Premiums Paid AnalysisSelected Public Trading Multiples

Using publicly available information, Janney analyzed the premiums and discounts paid in certain midstream-parent buy-in transactions identified in the table below and having characteristics similar to the Merger and occurring since 2016.

Announcement

Date

Parent

Master Limited

Partnership

December 2020

TC Energy Corporation

TC Pipelines, LP

July 2020

CNX Resources Corporation

CNX Midstream Partners LP

October 2018

Valero Energy Corporation

Valero Energy Partners LP

September 2018

Dominion Energy, Inc.

Dominion Energy Midstream Partners, LP

June 2018

Loews Corporation

Boardwalk Pipeline Partners, LP

May 2018

Cheniere Energy, Inc.

Cheniere Energy Partners, L.P.

May 2018

Enbridge Inc.

Enbridge Energy Partners, L.P.

May 2018

Enbridge Inc.

Spectra Energy Partners, LP

May 2018

The Williams Companies, Inc.

Williams Partners L.P.

May 2017

Energy Transfer Partners, L.P.

PennTex Midstream Partners, LP

April 2017

World Point Terminals, Inc.

World Point Terminals, LP

March 2017

VTTI B.V.

VTTI Energy Partners LP

January 2017

Enbridge Inc.

Midcoast Energy Partners, L.P.

September 2016

TransCanada Corporation

Columbia Pipeline Partners LP

May 2016

SemGroup Corporation

Rose Rock Midstream, L.P.

None of the selected transactions or selected companies or partnerships that were involved in the selected transactions was identical or directly comparable to NBLX, Chevron or the Merger. An analysis of the results, therefore, requires complex considerations and judgments regarding the financial and operating characteristics of NBLX and Chevron and the companies or partnerships involved in the selected precedent transactions, as well as other factors that could affect premiums and discounts paid. The table below summarizes the mean and median

premiums paid in such transactions at one-day, ten-day, 30-day and 60-day volume-weighted average prices (“VWAP”) based on business days, excluding holidays.

          Mean             Median        

One-day

 8% 7%

Ten-day

 11% 10%

30-day

 12% 9%

60-day

 13% 12%

Janney also observed a recent third-party gathering and processing (“G&P”) transaction between Energy Transfer LP and Enable Midstream Partners, LP that was announced February 17, 2021, where the exchange ratio represented an at-the-market transaction based on the two partnerships’ ten-day VWAPs.

Janney reviewed the relevant merger premiums and derived a range of premiums to NBLX’s one-day, ten-day, 30-day and 60-day VWAPs as of February 4, 2021, the last trading day prior to the announcement of Chevron’s offer to acquire NBLX, of 0.0% – 15.0%. Janney determined an implied equity value per NBLX Common Unit range of $10.64 – $14.34.

Janney compared such prices to the closing per share price and ten-day VWAP of Chevron Common Stock as of March 4, 2021, the last trading date before delivery of Janney’s opinion. The analysis indicated a range of implied Exchange Ratios of 0.1018x – 0.1409x.

Public Comparables Analysis

Using publicly available information, JanneyJ.P. Morgan compared selected financial data of NBLXPDC with similar data for certain selected publicly traded companies engaged in businesses that Janneywhich J.P. Morgan judged to be sufficiently analogous to NBLX. those engaged in by PDC, based on J.P. Morgan’s experience and familiarity with the industries in which PDC operates.

The companies selected by J.P. Morgan were:

Callon Petroleum Company

Chord Energy Corporation

Civitas Resources, Inc.

Earthstone Energy, Inc.

Matador Resources Company

Permian Resources Corporation

SM Energy Company

None of the selected companies reviewed is identical or directly comparable to NBLX.PDC, and certain of these companies may have characteristics that are materially different from those of PDC. However, these companies and partnerships were selected, among other reasons, because they are publicly traded companies and partnerships with operations and businesses that, for purposes of Janney’sJ.P. Morgan’s analysis, may be considered sufficiently similar in certain respects to NBLX.PDC. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies and partnerships involved and other factors that could affect the companies and partnerships differently than they would affect NBLX. The companies and partnerships selected by Janney were:PDC.

Altus Midstream Company;

Antero Midstream Corporation;

Hess Midstream LP;

Oasis Midstream Partners LP;

Rattler Midstream LP; and

Western Midstream Partners, LP.

Using publicly available information as of March 4, 2021, JanneyMay 19, 2023, J.P. Morgan calculated and compared for each selected company and partnership listed above various financial multiples and ratios. For each of the following analyses performed by Janney, estimated financial data for the selected companies and partnerships is based on information obtained from company and partnership filings, S&P Capital IQ and Wall Street research. The information Janney calculated for each of the selected companies and partnerships included:PDC:

 

Multiplethe multiple of enterprisefirm value (calculated as the market value of the company’s common stock on a fully diluted basis, plus debt and other adjustments, including non-controlling interests, less cash) to estimated adjusted EBITDAEBITDAX (defined as earnings before interest, taxes, depreciation, amortization less incentive distribution rights paymentsand exploration expenses) for the fiscal years ending December 31, 2023 (which we refer to the sponsor, if applicable) for

the fiscal years ending December 31, 2021 (which we refer to as “FYE 2021”) and December 31, 2022 (which we refer to as “FYE 2022”as “FYE 2023”) and December 31, 2024 (which we refer to as “FYE 2024”);

Current yield;

Discounted cash flow coverage for FYE 2021; and

 

Multiplethe multiple of net debtequity value (calculated as the market value of the company’s common stock on a fully diluted basis) to adjusted EBITDAestimated operating cash flow (calculated as EBITDAX, less unlevered cash taxes, less other cash outflows and inflows, plus equity investment dividends) for FYE 2021.

The resulting mean and median trading multiples and ratios of NBLX selected comparable companies and partnerships are set forth below:

       Mean                 Median            

EV / Adjusted EBITDA (2021E)

  8.8x 8.7x

EV / Adjusted EBITDA (2022E)

  8.5x 8.5x

Current Yield

  8.7% 8.7%

2021E DCF Coverage

  1.90x 1.85x

Net Debt / 2021E EBITDA

  2.8x 2.7x

Janney did not rely solely on the quantitative results of the selected public company analysis, but also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of NBLX and the selected companies and partnerships that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing growth prospects, asset profiles and capital structures between NBLX and the companies and partnerships included in the selected public company analysis. Based upon these judgments, Janney selected multiple reference ranges for NBLX of 8.00x – 9.50x and 7.75x – 9.25x for enterprise value to estimated FYE 20212023 and FYE 2022 adjusted EBITDA, respectively.2024.

After applying such ranges to the appropriate metrics for NBLX based on both the lower case and the upper case contained in the GP-Prepared Projections and relative to the closing per share price and ten-day VWAP of Chevron Common Stock as of March 4, 2021, the last trading date before delivery of Janney’s opinion, the analysis indicated a range of implied Exchange Ratios of 0.1001x – 0.1568x for the lower case and 0.1385x – 0.2039x for the upper case.

Precedent Transactions Analysis

Using publicly available information, Janney examined selected transactions with respect to corporate midstream transactions in the energy G&P sector. None of the selected transactions or selected companies or partnerships that were involved in the selected transactions were identical or directly comparable to NBLX, Chevron or the Merger. An analysis of the results, therefore, requires complex considerations and judgments regarding the financial and operating characteristics of NBLX and Chevron and the companies or partnerships involved in the selected precedent transactions.

Using publicly available information, Janney calculated, for each of the selected transactions listed below, the enterprise value as a multiple of EBITDA over the next twelve months (“NTM EBITDA”). Janney reviewed the following corporate midstream transactions in the G&P sector:

 

Announcement

48

Date

BuyerSeller
February 2021

Energy Transfer LP

Enable Midstream Partners, LP

July 2020

CNX Resources Corporation

CNX Midstream Partners LP

February 2020

Equitrans Midstream Corporation

EQM Midstream Partners, LP

March 2019

ArcLight Energy Partners Fund V, L.P.

American Midstream Partners, LP


Announcement

Date

BuyerSeller
November 2018

Western Gas Equity Partners, LP

Western Gas Partners, LP

October 2018

EnLink Midstream, LLC

EnLink Midstream Partners, LP

October 2018

Antero Midstream GP LP

Antero Midstream Partners LP

August 2018

Energy Transfer Equity, L.P.

Energy Transfer Partners, L.P.

May 2018

Enbridge Inc.

Enbridge Energy Partners, L.P.

May 2018

The Williams Companies, Inc.

Williams Partners L.P.

April 2018

EQM Midstream Partners, LP

Rice Midstream Partners LP

Based on the results of this analysis and other factors which JanneyJ.P. Morgan considered appropriate based on its experience and professional judgment, JanneyJ.P. Morgan selected multiple reference ranges of 2.50x – 3.50x and 2.25x – 3.25x for firm value to estimated 2023 and 2024 EBITDAX, respectively, and 1.75x – 3.75x and 1.50x – 3.50x for equity value to estimated 2023 and 2024 operating cash flow, respectively.

After applying such ranges to the appropriate metrics for PDC based on PDC management’s Consensus Case at the direction of PDC management, the analysis indicated the following ranges of implied equity values per share of PDC common stock (resulting per share values were in all cases rounded to the nearest $0.25 per share):

PDC Implied Equity Value Per Share Range

   Firm Value / EBITDAX   Equity Value / Operating Cash Flow1 
     2023E       2024E             2023E                   2024E         

Low

  $53.00   $47.75   $48.25   $38.75 

High

  $80.75   $76.50   $103.00   $90.25 

1

The ranges of implied equity values per share of PDC common stock derived using the 2023 and 2024 operating cash flow multiples reflect a revised calculation which, unlike the ranges of such implied equity values per share reviewed with the PDC Board on May 21, 2023, remove certain corporate adjustments related to PDC’s net debt. J.P. Morgan supplied the PDC Board with the revised calculation after May 21, 2023 and also informed the PDC Board that the revised calculation would have had no impact on the conclusion rendered in J.P. Morgan’s opinion, had such calculation been reflected at the time the opinion was rendered.

The ranges of implied equity value per share were compared to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock. The implied value of the merger consideration of $72.00 as used throughout this summary was calculated by multiplying the exchange ratio of 0.4638 shares of Chevron common stock by $155.23, the closing price per share of Chevron common stock on May 19, 2023.

Selected Transaction Multiples Analysis

Using publicly available information, J.P. Morgan examined selected corporate transactions in the energy exploration and production (“E&P”) sector.

Using publicly available information, J.P. Morgan calculated, for each of the selected transactions listed below, the transaction value as a multiple of EBITDAX over the next twelve months (“NTM EBITDAX”). J.P. Morgan reviewed the following corporate transactions in the E&P sector (buyer / seller):

Baytex Energy Corp. / Ranger Oil Corporation

Chesapeake Energy Corporation / Vine Energy Inc.

Penn Virginia Corporation / Lonestar Resources US Inc.

Diamondback Energy, Inc. / QEP Resources, Inc.

Pioneer Natural Resources Company / Parsley Energy, Inc.

ConocoPhillips / Concho Resources Inc.

Chevron Corporation / Noble Energy, Inc.

Parsley Energy, Inc. / Jagged Peak Energy Inc.

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PDC Energy, Inc. / SRC Energy Inc.

Cimarex Energy Co. / Resolute Energy Corporation

Encana Corporation / Newfield Exploration Company

Denbury Inc. / Penn Virginia Corporation

Diamondback Energy, Inc. / Energen Corporation

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range for enterprisefirm value to NTM EBITDAEBITDAX of 7.50x2.50x10.00x to apply to both4.50x. For purposes of such calculation, NTM EBITDAX for PDC reflected the upper case and the lower case.Consensus Case as directed by PDC management.

After applying this range to the appropriate metrics for NBLXPDC based on both the lower case and the upper case and relative to the closing per share price and ten-day VWAP of Chevron Common StockConsensus Case as of March 4, 2021, the last trading date before delivery of Janney’s opinion,directed by PDC management, this analysis indicated athe following range of implied Exchange Ratiosequity values per share of 0.0757x – 0.1641xPDC common stock (resulting per share values were in all cases rounded to the lower casenearest $0.25 per share):

PDC Implied Equity Value Per Share Range

   FV / NTM EBITDAX 

Low

  $53.50 

High

  $110.00 

The range of implied equity values per share were compared to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and 0.1018x – 0.1998x in(ii) the upper case.implied value of the merger consideration of $72.00 per share of PDC common stock.

Discounted Cash Flow Analysis

JanneyJ.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied Exchange Ratioequity value per share for PDC common stock based on the upper casethree commodity price and lower case contained in the GP-Prepared Projectionsactivity cases provided to JanneyJ.P. Morgan by management. A discounted cash flow analysis is a method of evaluating an asset using estimates ofPDC management (which cases we refer to herein as the future unlevered free cash flows generated by“Management Outlook + LT $55 Flat Case,” the asset“Management Outlook + LT $70 Flat Case” and taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” For purposes of the discounted cash flow analysis, the “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of an asset’s cash flows, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account economic assumptions, estimates of risk and other appropriate factors. “Terminal value” refers to the capitalized value of all cash flows from an asset for periods beyond the final forecast period.“Strip Case”).

JanneyJ.P. Morgan calculated the present value, as of JuneApril 30, 2021,2023, of (i) the unlevered free cash flows that NBLXPDC was forecasted to generate during the second half of 2021 and thefiscal years ending December 31, 20222023 through 20252031 based upon each of the lower caseManagement Outlook + LT $55 Flat Case, the Management Outlook + LT $70 Flat Case and the upperStrip Case. J.P. Morgan also calculated a range of terminal asset values for PDC at the end of the nine-year period ending 2031 by applying a terminal EBITDAX multiple range of 2.00x to 3.00x, which terminal multiple range was reviewed and approved by PDC management, to the unlevered free cash flow of PDC during the final year of the nine-year period for each such case.

The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 10.25% to 11.25% for each case, and (ii)which range was chosen by J.P. Morgan based upon an implied terminal enterprise value.

Using an estimatedanalysis of the weighted average cost of capital ranging from 9.0% – 13.5% forof PDC, and then were divided by the lower case and 9.0% – 18.0% for the upper case, Janney discounted: (i) NBLX’s estimated unlevered free cash flow and (ii) a rangenumber of illustrative terminal values derived from the usefully diluted shares of terminal EBITDA multiples ranging from 7.5x – 9.0x. Janney derived such weighted average cost of capitalPDC outstanding (approximately 88.2 million, as provided by application of both the capital asset pricing model and professional experience, and such terminal EBITDA multiple range using its professional judgment, taking into account, among other things, an analysis of NBLX and NBLX’s public comparables and precedent transactions. Janney then subtracted NBLX’s net debt and the book value of preferred equity of a subsidiary of NBLXPDC management) to arrive at an implied equity value for NBLX. Janney then divided the implied equity value for NBLX by the NBLX Common Units outstanding. The analysis resulted in a range of implied equity values per NBLX Common Unitshare of PDC common stock for each of the lower caseManagement Outlook + LT $55 Flat Case, the Management Outlook + LT $70 Flat Case and the upper case.

RelativeStrip Case. At the direction of the PDC Board, J.P. Morgan then applied a 20% weighting to the closing per share price and ten-day VWAPresults of Chevron Common Stock as of March 4, 2021, the last trading date before delivery of Janney’s opinion, theits discounted cash flow analysis using the Management Outlook + LT $55 Flat Case and a 40% weighting to each of the results of its discounted cash flow analyses using the Management Outlook + LT $70 Flat Case and the Strip Case, which indicated a range of implied Exchange Ratiosequity value of 0.0808x – 0.1760x in$64.75 to $82.00 per share of PDC common stock (rounded to the lower casenearest $0.25 per

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share) and 0.1233x – 0.3051x inwhich range, at the upper case.

direction of the PDC Board, J.P. Morgan considered for purposes of its opinion. The range of implied equity value per share was compared to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock.

52-Week Historical Trading Range

For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the trading range for the PDC common stock for the 52-week period ended May 19, 2023, which was $52.19 per share to $86.18 per share, and compared that range to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock.

GeneralAnalyst Price Target

For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed certain publicly available equity research analyst price targets for the PDC common stock available as of May 19, 2023, and noted that the range of such price targets was $77.00 per share to $100.00 per share and compared that range to (i) the closing price per share of PDC common stock of $65.12 on May 19, 2023 and (ii) the implied value of the merger consideration of $72.00 per share of PDC common stock.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses performedor data presented by Janney. In connection with the review of the Merger by the Conflicts Committee, Janney performed a variety of financial and comparative analyses for purposes of rendering its opinion.J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. JanneyJ.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create a misleading oran incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of PDC. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, Janney considered the results of all analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. JanneyJ.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, Janney made its determination as to fairness onJ.P. Morgan considered the basis of its experience and professional judgment after considering the results of all analyses and did not assign any particular weighting to any individual analysis. The ordertotality of the factors and analyses described andperformed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the results of these analyses do not represent the relative importance or weight given to these analyses by Janney.

Janney prepared these analyses for purpose of providing an opinion to the Conflicts Committee that, ascontrol of the date of the opinionparties and on the basis oftheir advisors. Accordingly, forecasts and subject to the various assumptions, qualifications and limitations set forth in Janney’s opinion, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to NBLX and the NBLX Public Unitholders. These analyses do not purport to be appraisalsused or necessarily to reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analysesmade by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates usedthose analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to PDC, and none of the selected transactions reviewed was identical to the proposed merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of PDC. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to PDC and the results derived from, Janney’s analysestransactions compared to the proposed merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are inherently subjectcontinually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive

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and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to substantial uncertainty,advise PDC with respect to the proposed merger on the basis of, among other things, such experience and Janney assumes no responsibility if future results are materially different from those forecastedits qualifications and reputation in connection with such estimates. The Exchange Ratio was determined through arm’s length negotiationsmatters and was approved byits familiarity with PDC and the Conflicts Committee and by the GP Board.industries in which it operates.

For services rendered in connection with the Mergerproposed merger and the delivery of Janney’sits opinion, NBLXPDC has agreed to pay Janney (i) an advisoryJ.P. Morgan a transaction fee of $10.4% of the merger consideration payable in the proposed merger plus, in the event that such consideration ultimately exceeds $74.00 per share of PDC common stock, an additional 1.0% of any incremental merger consideration paid by Chevron to PDC’s stockholders in excess of $74.00 per share, except that the aggregate transaction fee will not exceed 0.48% of the merger consideration payable in the proposed merger. Based on the exchange ratio of 0.4638 of a share of Chevron common stock and the $155.23 closing price per share of Chevron common stock on May 19, 2023, J.P. Morgan’s transaction fee would be approximately $30.55 million, $500,000 of which was$3.0 million became payable by PDC to J.P. Morgan in connection with J.P. Morgan’s delivery of its opinion and the balance of which will become payable upon substantial completionthe closing of the due diligence and financial analysis necessary for providing advisory services and $500,000 of which was payable upon completion of the Merger; and (ii) an opinion fee of $1.5 million upon delivery of the opinion to the Conflicts Committee, which was not contingent on the conclusions reached in such opinion.proposed merger. In addition, NBLXPDC has agreed to reimburse JanneyJ.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify JanneyJ.P. Morgan against certain liabilities arising out of itsJ.P. Morgan’s engagement. During the two years preceding the date of Janney’sJ.P. Morgan’s opinion, Janney did notJ.P. Morgan and its affiliates have had commercial or investment banking relationships with PDC and Chevron, for which J.P. Morgan and its affiliates have received compensation of approximately $2.2 million and $2.8 million from PDC and Chevron, respectively. Such services during such period have included acting as joint lead arranger and joint lead bookrunner on PDC’s credit facility that closed in November 2021, acting as financial advisor to a material relationship with NBLX.subsidiary of Chevron on a sale transaction in August 2021, acting as joint dealer manager on Chevron’s bond tender in October 2021, acting as joint lead arranger and joint lead bookrunner for a revolving credit facility of a subsidiary of Chevron in December 2021 and acting as joint lead arranger for a term loan for a subsidiary of Chevron in November 2021. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of PDC, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of PDC and Chevron. In the ordinary course of Janney business, Janneytheir businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of NBLXPDC or Chevron for theirits own accountsaccount or for the accounts of customers and, accordingly, JanneyJ.P. Morgan may at any time hold long or short positions in such securities or other financial instruments.

PDC Unaudited Prospective Financial Information

PDC does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. In connection with the PDC Board’s consideration of the transaction, PDC’s management prepared certain unaudited financial projections regarding PDC’s future performance for the years 2023 through 2031 on a standalone basis without giving effect to the merger (the “PDC management forecast”), and provided the PDC management forecast to the PDC Board and to PDC’s financial advisor for its use in connection with its financial analyses (see the sections described above in this proxy statement/prospectus entitled “The Merger—Opinion of PDC’s Financial Advisor” beginning on page 46 of this proxy statement/prospectus). The PDC management forecast is based upon the internal financial model that PDC has historically used in connection with strategic planning.

The summaries of these projections are being included in this proxy statement/prospectus to give PDC’s stockholders access to non-public information that was provided to the PDC Board and PDC’s financial advisor in the course of evaluating the proposed merger, and are not intended to influence your decision whether to vote in favor of the merger proposal or any other proposal at the special meeting. The inclusion of this information should not be regarded as an indication that any of PDC or its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future

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performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

While presented with numeric specificity, the PDC management forecast reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of PDC, including, among others, PDC’s assumptions about energy markets, production and sales volume levels, levels of oil, natural-gas and NGL reserves, operating results, competitive conditions, technology, availability of capital resources, levels of capital expenditures, contractual obligations, supply and demand for, the price of, and the commercialization and transporting of oil, natural gas, NGLs and other products or services, geopolitical and regulatory risks, and other matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Where You Can Find More Information”, and “Risk Factors”, beginning on pages 22, 118 and 25, respectively. The PDC management forecast reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. PDC can give no assurance that the PDC management forecast and the underlying estimates and assumptions will be realized. In addition, since the PDC management forecast covers multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The PDC management forecast was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information included in this document has been prepared by, and is the responsibility of, PDC’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The reports of PricewaterhouseCoopers LLP incorporated by reference into this proxy statement/prospectus relate to Chevron’s and PDC’s previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so.

Furthermore, the PDC management forecast does not take into account any circumstances or events occurring after the date it was prepared. PDC can give no assurance that, had the PDC management forecast been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, PDC does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the PDC management forecast to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The PDC management forecast does not take into account all the possible financial and other effects on PDC of the merger, the effect on PDC of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the PDC management forecast does not take into account the effect on PDC of any possible failure of the merger to occur. None of PDC or its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any PDC stockholder or other person regarding PDC’s ultimate performance compared to the information contained in the PDC management forecast or to the effect that the forecasted results will be achieved. The inclusion of the PDC management forecast herein should not be deemed an admission or representation by PDC or its advisors or any other person that it is viewed as material information of PDC, particularly in light of the inherent risks and uncertainties associated with such forecasts.

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In light of the foregoing, and considering that the special meeting will be held several months after the PDC management forecast was prepared, as well as the uncertainties inherent in any forecasted information, PDC stockholders are cautioned not to place undue reliance on such information, and PDC urges all PDC stockholders to review PDC’s most recent SEC filings for a description of PDC’s reported financial results. See “Where You Can Find More Information” beginning on page 118.

Certain Assumptions

In preparing the prospective financial and operating information for PDC described below, the management team of PDC used the following price assumptions, which are based on: (i) oil and gas strip pricing as of May 17, 2023 (which we refer to as “Strip”), (ii) Wall Street consensus pricing as of May 17, 2023 (which we refer to as “Consensus”), (iii) the internal pricing assumptions of management for the years 2023-2025 and flat oil and gas prices of $55/bbl and $3.00/MMbtu, respectively, for the years 2026-2031 (which we refer to as “Management Outlook + LT $55 Flat”) and (iv) the internal pricing assumptions of management for the years 2023-2025 and flat oil and gas prices of $70/bbl and $4.25/MMbtu, respectively, for the years 2026-2031 (which we refer to as “Management Outlook + LT $70 Flat”). As further described under “Opinion of PDC’s Financial Advisor” beginning on page 46, for purposes of J.P. Morgan’s opinion and financial analyses, the PDC Board directed J.P. Morgan to apply a 20% weighting to the results of J.P. Morgan’s financial analyses using the “Management Outlook + LT $55 Flat Case,” and a 40% weighting to each of the results of J.P. Morgan’s financial analyses using the “Management Outlook + LT $70 Flat Case” and the “Strip Case” and to use such weighted results for purposes of its opinion and certain financial analyses.

Additional detail about the specific commodity price assumptions underlying the Strip, Consensus, Management Outlook + LT $55 Flat and Management Outlook + LT $70 Flat commodity price decks is set forth in the tables below.

  Strip pricing assumptions 
  2023E  2024E  2025E  2026E  2027E  2028E  2029E  2030E  2031E 

Commodity Prices

         

WTI oil ($/Bbl)

 $74.43  $69.35  $66.46  $64.24  $62.32  $62.32  $62.32  $62.32  $62.32 

Henry Hub gas ($/MMBtu)

 $2.96  $3.53  $4.09  $4.15  $4.11  $4.11  $4.11  $4.11  $4.11 
  Consensus pricing assumptions 
  2023E  2024E  2025E  2026E  2027E  2028E  2029E  2030E  2031E 

Commodity Prices

         

WTI oil ($/Bbl)

 $79.26  $77.50  $76.00  $75.00  $76.50  $76.50  $76.50  $76.50  $76.50 

Henry Hub gas ($/MMBtu)

 $3.11  $3.75  $3.96  $3.93  $3.93  $3.93  $3.93  $3.93  $3.93 
  Management Outlook + LT $55 Flat pricing assumptions 
  2023E  2024E  2025E  2026E  2027E  2028E  2029E  2030E  2031E 

Commodity Prices

         

WTI oil ($/Bbl)

 $75.28  $72.50  $70.00  $55.00  $55.00  $55.00  $55.00  $55.00  $55.00 

Henry Hub gas ($/MMBtu)

 $3.14  $3.50  $4.25  $3.00  $3.00  $3.00  $3.00  $3.00  $3.00 
  Management Outlook + LT $70 Flat pricing assumptions 
  2023E  2024E  2025E  2026E  2027E  2028E  2029E  2030E  2031E 

Commodity Prices

         

WTI oil ($/Bbl)

 $75.28  $72.50  $70.00  $70.00  $70.00  $70.00  $70.00  $70.00  $70.00 

Henry Hub gas ($/MMBtu)

 $3.14  $3.50  $4.25  $4.25  $4.25  $4.25  $4.25  $4.25  $4.25 

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In addition to certain assumptions with respect to commodity prices, the PDC management forecast is based on various other assumptions, including, but not limited to, assumptions regarding the continuing nature of ordinary course operations that may be subject to change.

The following table summarizes the PDC management forecast as of an April 30, 2023 valuation date for the fiscal years 2023 through 2031 ($ in millions):

   2023E   2024E   2025E   2026E   2027E   2028E   2029E   2030E   2031E 

Strip Case

                  

Production (Mboe/d)

   265    267    273    285    298    314    318    319    313 

EBITDAX(1)

  $2,342   $2,282   $2,328   $2,384   $2,465   $2,578   $2,557   $2,581   $2,608 

Capital Expenditures

  $1,376   $1,457   $1,518   $1,339   $1,416   $1,443   $1,262   $1,275   $1,096 

Consensus Case

                  

Production (Mboe/d)

   265    267    273    285    298    314    318    319    313 

EBITDAX(1)

  $2,464   $2,535   $2,610   $2,737   $2,980   $3,117   $3,087   $3,119   $3,159 

Capital Expenditures

  $1,376   $1,457   $1,518   $1,339   $1,416   $1,443   $1,262   $1,275   $1,096 

Management Outlook + LT $55 Flat Case

                  

Production (Mboe/d)

   265    267    273    285    298    314    318    319    313 

EBITDAX(1)

  $2,362   $2,366   $2,463   $1,865   $2,000   $2,089   $2,070   $2,094   $2,126 

Capital Expenditures

  $1,376   $1,457   $1,518   $1,229   $1,299   $1,323   $1,156   $1,169   $1,007 

Management Outlook + LT $70 Flat Case

                  

Production (Mboe/d)

   265    267    273    285    298    314    318    319    313 

EBITDAX(1)

  $2,362   $2,366   $2,463   $2,611   $2,787   $2,915   $2,890   $2,918   $2,950 

Capital Expenditures

  $1,376   $1,457   $1,518   $1,339   $1,416   $1,443   $1,262   $1,275   $1,096 

(1)

For purposes of the unaudited forecasted financial information presented above, EBITDAX is defined as earnings before interest, taxes, depreciation, amortization and exploration expenses. EBITDAX is a non-GAAP financial measure as it excludes amounts included in net income (loss), the most directly comparable measure calculated in accordance with GAAP. This measure should not be considered as an alternative to net income (loss) or other measures derived in accordance with GAAP.

PDC does not intend to update or otherwise revise the above unaudited financial and operating forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited financial and operating forecasts are no longer appropriate, except as may be required by applicable law.

Interests of Certain PersonsDirectors and Executive Officers of PDC in the Merger

NBLX Limited PartnersIn considering the recommendation of the PDC Board that PDC stockholders approve the transaction and vote in favor of the merger proposal and the merger-related compensation proposal, PDC stockholders should be aware that NBLX is controlled by Chevron throughthe executive officers and directors of PDC have certain interests in the merger that are or may be different from, or in addition to, the interests of PDC’s stockholders generally. The PDC Board was aware of these interests and considered them, among other matters, in evaluating and approving the merger agreement, and in making its indirect ownershiprecommendation that PDC stockholders adopt the merger agreement.

These interests are described in more detail below. The merger will be a “change in control” for purposes of the General Partner. PDC executive compensation plans and agreements described below.

For purposes of this disclosure, the executive officers of PDC are Barton R. Brookman, President and Chief Executive Officer, R. Scott Meyers, Executive Vice President–Chief Financial Officer, Lance A. Lauck, Executive Vice President–Corporate Development and Strategy, Nicole L. Martinet, Senior Vice President –General Counsel and Secretary, David J. Lillo, Senior Vice President–Operations, and Sandra E. Jacoby, Senior

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Vice President–Corporate Administration. Although Ms. Jacoby is an executive officer of PDC, she is not a named executive officer and therefore a quantification of her merger-related compensation is included within the narrative below and is not included in the section below entitled “Quantification of Payments and Benefits to PDC’s Named Executive Officers.”

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits to Ms. Jacoby and our non-employee directors described in this section, the following assumptions were used:

The General Partner owns allrelevant price per share of PDC common stock is $70.91, which is the average closing price per share of PDC common stock as reported on Nasdaq over the first five business days following the first public announcement of the transaction on May 22, 2023.

The effective time of the merger as referenced in this section occurs on June 15, 2023, which is the assumed date of the effective time solely for purposes of the disclosure in this section.

Ms. Jacoby’s employment was terminated by PDC without “cause” or due to Ms. Jacoby’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the effective time of the merger.

Ms. Jacoby has properly executed and not revoked any required release agreement and complied with all requirements (including any applicable restrictive covenants described in the section below entitled “Executive Severance Arrangements – Release of Claims and Restrictive Covenants”) necessary to receive the payments and benefits described below.

The amounts indicated below are estimates based on multiple assumptions (including the assumptions described above) that may or may not actually occur or be accurate on the relevant date, and do not reflect certain compensation actions that may occur before completion of the transaction. Accordingly, the actual amounts received may differ from the estimates set forth below.

Treatment of PDC Equity Awards

PDC SARs. At the effective time of the merger, each outstanding general partner interests in NBLX. AsPDC SAR, whether or not vested, will be converted into a result, Chevron controls who is appointedSAR, on the same terms and conditions as were applicable under such PDC SAR immediately prior to the GP Board and thereby could be seen as controlling all of NBLX’s decisions, other than those involving certain conflicts of interest with Chevron or that require an affirmative voteeffective time of the NBLX Limited Partners pursuantmerger (including any provisions for acceleration), with respect to the Partnership Agreement. In addition, asnumber (rounded down to the nearest whole number) of March 4, 2021,shares of Chevron beneficially owned 56,447,616 NBLX Common Units, which represents approximately 62.4%common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC SAR immediately prior to the effective time of the outstanding NBLX Common Units.

Existing Relationshipsmerger by (ii) the exchange ratio. The exercise price per share of Chevron Officers with NBLX

Certain persons associated withcommon stock subject to any such Chevron (or one of its subsidiaries) have a relationship with NBLX. Chevron controlsSAR at and after the General Partner through its ownership of NBL. NBL, as the sole membereffective time of the General Partner, is entitled undermerger will be an amount (rounded up to the limited liability company agreementnearest one hundredth of a cent) equal to (i) the exercise price per share of PDC common stock subject to such PDC SAR immediately prior to the effective time of the General Partner to appoint allmerger divided by (ii) the exchange ratio.

PDC RSU Awards. At the effective time of the directorsmerger, each outstanding PDC RSU award, whether or not vested, will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC RSU award immediately prior to the effective time of the General Partner. Accordingly, NBL has appointedmerger (including any provisions for acceleration), with respect to the GP Board, and hasnumber (rounded to the abilitynearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares PDC common stock subject to remove fromsuch PDC RSU award immediately prior to the GP Board, eacheffective time of the directorsmerger by (ii) the exchange ratio.

PDC PSU Awards. At the effective time of the General Partner,merger, each outstanding PDC PSU award, whether or not vested, will be treated as follows:

If such PDC PSU award was granted in calendar year 2021, then such PDC PSU award will become fully vested and converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock

56


determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

If such PDC PSU award was not granted in calendar year 2021, then such PDC PSU award will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC PSU award immediately prior to the effective time of the merger (other than any performance-based vesting conditions, but including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

The number of shares of PDC common stock subject to a PDC PSU award immediately prior to the effective time of the merger will be determined based on actual performance by the Compensation Committee of the PDC Board in accordance with the terms of the Merger Agreement restrictingapplicable award agreement, except that actual performance will be measured by: (i) deeming the removalapplicable performance period to end as of the Conflicts Committee memberssecond to last business day prior to the effective time of the merger; (ii) computing total shareholder return for PDC by reference to the product of the exchange ratio multiplied by the Average Share Price (as defined in the applicable award agreement) of Chevron common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger; and (iii) computing total shareholder return for the applicable peer companies by reference to the Average Share Price (as defined in the applicable award agreement) of each such company’s common stock for the twenty business days ending on and including the second to last business day prior to the effective time of the merger.

PDC Director RSU Awards. At the effective time of the merger, each outstanding PDC Director RSU award, whether or not vested, will be converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC Director RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

Dividend Equivalent Rights. Any amounts relating to dividend equivalent rights granted with respect to the foregoing PDC equity awards that are accrued but unpaid as of the completion of the merger will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such equity award immediately prior to the completion of the merger (or, in the case of PDC PSU awards granted in 2021 and PDC Director RSU awards, will be paid within five business days of the completion of the merger).

Accelerated Vesting of Equity Awards Upon a Qualifying Termination. Each of the PDC executive officers holds unvested PDC RSU awards and unvested PDC PSU awards, which awards (other than PDC PSU awards granted in 2021) will convert into Chevron RSU awards at the effective time of the merger, as described above. The terms of such unvested PDC equity awards provide that such awards will vest in full immediately upon the holder’s involuntary termination of employment without “cause” or resignation for “good reason” (as such terms are defined in the applicable award agreements). The termination vesting provisions applicable to unvested PDC equity awards held by executive officers will continue to apply to such awards after such awards are converted into Chevron equity awards at the effective time of the merger.

See “Quantification of Payments and Benefits to PDC’s Named Executive Officers” below for an estimate of the value of each PDC named executive officer’s unvested PDC equity awards. Based on the assumptions described above under “—Certain Assumptions,” and assuming for purposes of this disclosure that the performance goals applicable to Ms. Jacoby’s PDC PSU award, which was granted in 2023, are achieved at a performance level of 250% (the actual level of performance as of the assumed effective time of June 15, 2023), the estimated value of unvested equity awards held by Ms. Jacoby (including the payment of accrued but unpaid dividend equivalent rights) is: unvested PDC RSU awards—$831,913; and unvested PDC PSU award—$441,017. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate

57


value of unvested PDC Director RSU awards held by all six non-employee directors of PDC (including the payment of accrued but unpaid dividend equivalent rights) is $1,178,524.

Executive Severance Arrangements

Executive Severance Plan

Each executive officer other than Mr. Lauck is a participant in the PDC Executive Severance Compensation Plan, as amended and restated on June 25, 2020 (the “Severance Plan”). The Severance Plan provides that, in the event of a qualifying termination of employment (defined as an involuntary termination without cause or resignation for good reason (as such terms are defined in the Severance Plan)) of the executive officer during the pendencyperiod beginning six months before and ending two years following a change in control, the executive officer will be entitled to receive (1) cash severance equal to 2.5 times (or, in the case of Mr. Brookman, 3 times) the sum of the Mergerexecutive officer’s highest base salary during the two years preceding the change in control plus the highest target bonus percentage established for the executive officer for the year in which the termination occurs or the year immediately preceding the year in which the termination occurs (such combination of base salary and annual target bonus, the “Annual Cash Compensation”), (2) a prorated annual bonus based on target performance for the year of termination, and (3) payment or reimbursement by PDC for monthly premiums for continued group health coverage for the executive officer and his or her dependents for up to 36 months.

Lance A. Lauck Agreement

PDC is party to an amended and restated employment agreement with Mr. Lauck, dated as of August 4, 2020 (the “Lauck Agreement”). Pursuant to the Lauck Agreement, if Mr. Lauck experiences a qualifying termination of employment (defined as an involuntary termination without cause or resignation for good reason (as such terms are defined in the Lauck Agreement)) during the period beginning six months before and ending two years following a change in control, he will be entitled to receive (1) cash severance equal to three times the sum of Mr. Lauck’s highest base salary during the two years preceding the change in control plus the highest bonus paid to Mr. Lauck in that same period (such combination of base salary and bonus paid, the “Lauck Annual Cash Compensation”), and (2) payment or reimbursement by PDC for monthly premiums for continued group health coverage for Mr. Lauck and his dependents for up to 36 months.

For a description of the additional provisions governing treatment of unvested PDC RSU awards and unvested PDC PSU awards upon an executive officer’s qualifying termination, see the section entitled “—Treatment of PDC Equity Awards—Accelerated Vesting of Equity Awards Upon a Qualifying Termination” above.

Release of Claims and Restrictive Covenants

The foregoing payments to each of the membersexecutive officers are contingent on the executive officer executing and not revoking a release of claims agreement with PDC. Each executive officer is also prohibited for a period of one year following termination of employment from competing with PDC and prohibited for a period of two years following termination of employment from soliciting PDC’s employees and customers.

Quantification

See the section entitled “Quantification of Payments and Benefits to PDC’s Named Executive Officers” below for the estimated severance amounts for each named executive officer. Based on the assumptions described above under “—Certain Assumptions,” the estimated cash severance that would be payable to Ms. Jacoby is $1,106,250.

Integration Awards

In connection with the merger, PDC and Chevron have mutually agreed to establish an integration award bonus pool of up to $10,000,000 (subject to increase or decrease by mutual agreement of PDC and Chevron), for

58


which all PDC employees, including the PDC executive officers, are eligible. As of the Conflicts Committee.

In addition, certaindate of this proxy statement/prospectus, the participants and the amounts each participant will be eligible to receive under the integration award bonus pool have yet to be determined. Any integration awards will vest in full and be paid on the closing date of the directorsmerger.

Indemnification and Insurance

The merger agreement provides that the executive officers and non-employee directors of PDC and its subsidiaries will have the right to indemnification and continued coverage under directors’ and officers’ liability insurance policies for at least six years following the effective time of the General Partner also serve asmerger. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Indemnification and Insurance of PDC Directors and Officers.”

New Compensation Arrangements with Chevron

Any PDC executive officers and directors and/who become officers, directors or officersemployees of Chevron (or oneor who otherwise are retained by Chevron to provide services may enter into new individualized compensation arrangements effective as of the effective time of the merger and may participate following the effective time of the merger in cash or equity incentive or other benefit plans maintained by Chevron, any of its subsidiaries).affiliates or PDC. As of the date of this proxy statement/prospectus, no compensation arrangements between such persons and Chevron and/or its affiliates have been established or discussed.

2023 Annual Bonus Payment

PDC and Chevron have agreed that if the effective time of the merger occurs prior to the date on which 2023 annual bonuses are paid to PDC employees in the ordinary course, then, at the effective time of the merger, each PDC employee, including each PDC executive officer, will receive an annual bonus payment in respect of fiscal year 2023 calculated based on actual performance. If the effective time of the merger occurs on or prior to September 30, 2023, this bonus payment will be pro-rated for the portion of 2023 that has elapsed prior to the effective time of the merger. For Messrs. Brookman, Meyers, and Lillo and Mses. Martinet and Jacoby, this 2023 annual bonus payment will be provided without duplication of any prorated annual bonus to which such executive officer would be entitled pursuant to the Severance Plan upon a qualifying termination of employment that occurs in 2023.

See the section entitled “Quantification of Payments and Benefits to PDC’s Named Executive Officers” below for the estimated amount of the prorated 2023 annual bonus that each of PDC’s named executive officers would receive. Based on the assumptions described above under “—Certain Assumptions,” and assuming solely for purposes of this disclosure that the actual level of performance is equal to 100% of the target level, the estimated prorated 2023 annual bonus payment that would be paid to Ms. Jacoby is $73,750.

Quantification of Payments and Benefits to PDC’s Named Executive Officers

The information set forth below regarding the compensation of each of PDC’s named executive officers that is based on or otherwise relates to the merger is provided in accordance with Item 402(t) of Regulation S-K.

Except as otherwise specifically noted, the disclosure below uses the following assumptions:

The relevant price per share of PDC common stock is $70.91, which is the average closing price per share of PDC common stock as reported on Nasdaq over the first five business days following the first public announcement of the transaction on May 22, 2023;

The effective time of the merger as referenced in this section occurs on June 15, 2023, which is the assumed date of the effective time solely for purposes of the disclosure in this section;

59


The employment of each named executive officer of PDC was terminated by PDC without “cause” or due to the officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the effective time of the merger; and

Each named executive officer has properly executed and not revoked any required release agreement and complied with all requirements (including any applicable restrictive covenants described in the section above entitled “Executive Severance Arrangements – Release of Claims and Restrictive Covenants”) necessary to receive the payments and benefits described below.

The amounts indicated below are estimates based on multiple assumptions (including the assumptions described above) that may or may not actually occur or be accurate on the relevant date, and do not reflect certain compensation actions that may occur before completion of the transaction. Accordingly, the actual amounts received by our named executive officers may differ from the estimates set forth below.

Named Executive

Officer

  Cash ($)(1)   Equity
Awards ($)(2)
   Benefits ($)(3)   Total ($) 

Barton R. Brookman

  $6,637,500   $39,419,150   $50,319   $46,106,969 

R. Scott Meyers

  $2,728,500   $14,440,053   $87,723   $17,256,276 

Lance A. Lauck

  $3,604,350   $13,852,748   $56,101   $17,513,199 

Nicole L. Martinet

  $2,278,500   $9,611,428   $87,723   $11,977,651 

David J. Lillo

  $2,205,000   $8,993,111   $87,723   $11,285,834 

 

Name

(1)

Position at Chevron (or oneAmounts shown reflect cash severance payments under the Severance Plan and the Lauck Agreement, as applicable, equal to the named executive officer’s Annual Cash Compensation or Lauck Annual Cash Compensation, as applicable, multiplied by (x) 3 for Messrs. Brookman and Lauck or (y) 2.5 for each of its subsidiaries)the other named executive officers. Also included is an estimated prorated 2023 bonus payment for each named executive officer; such payment will be calculated based on actual performance as described under the section entitled “2023 Annual Bonus Payment” above, and solely for purposes of this disclosure we have assumed that the actual level of performance is equal to 100% of the target level. Payments under the Severance Plan and the Lauck Agreement are considered to be “double trigger” payments, which means that both a change of control, such as the merger, and another event (i.e., a qualifying termination) must occur prior to such payments being provided to the named executive officer (see “—Executive Severance Arrangements” above). The prorated 2023 bonus payment is “single trigger,” which means that solely the effective time of the merger must occur prior to such payment being provided to the named executive officer (see “—2023 Annual Bonus Payment” above). The estimated amount of each such payment is set forth in the table below:

Named Executive Officer

  Cash Severance
(Double Trigger)
($)
   Prorated Bonus
(Single Trigger)
($)
 

Barton R. Brookman

  $6,075,000   $562,500 

R. Scott Meyers

  $2,486,250   $242,250 

Lance A. Lauck

  $3,390,600   $213,750 

Nicole L. Martinet

  $2,092,500   $186,000 

David J. Lillo

  $2,025,000   $180,000 

60


(2)

PositionAmounts shown reflect the sum of the potential value that each named executive officer could receive in connection with the accelerated vesting of (i) unvested PDC RSU awards (including the payment of accrued but unpaid dividend equivalent rights) and (ii) unvested PDC PSU awards assuming that the applicable performance goals are achieved at the General Partner

Colin E. Parfitt

Vice Presidentperformance level of Midstream

Chairman235%, 250%, and 250% for PSU awards granted in 2021, 2022, and 2023, respectively, which is the actual level of performance as of the Boardassumed effective time of Directors

Andrei F. B. Behdjet

Vice PresidentJune 15, 2023 (including the payment of accrued but unpaid dividend equivalent rights) (as more fully described under the section entitled “—Treatment of PDC Equity Awards” above). As noted above, with the exception of PDC PSU awards granted in 2021 (which will accelerate and General Counsel of Downstream & Chemicals and Midstream

Membervest on a “single trigger” basis upon the closing of the Board of Directors

Stephen W. Green

President of Chevron North America Exploration and Production Company

Membermerger), such PDC equity-based awards will not automatically accelerate upon the closing of the Boardmerger and are considered to be “double trigger” given that vesting requires the occurrence of Directors

Alana Knowles

Vice President of Finance, Downstream & Chemicalsanother event (i.e., a qualifying termination) other than a change in control prior to such acceleration being provided to the named executive officer. All stock appreciation rights held by named executive officers (limited to Messrs. Brookman and Midstream

MemberLauck) are fully vested as of the Boarddate of Directorsthis proxy statement/prospectus. The estimated value of unvested PDC equity awards (including the value of accrued but unpaid dividend equivalent rights) is set forth in the table below:

Named Executive Officer

  Value of PDC
RSU Awards
(Double Trigger)
($)
   Value of PDC PSU
Awards (excluding
2021 awards)
(Double Trigger)
($)
   Value of PDC
2021 PSU
Awards (Single
Trigger)
($)
   Total ($) 

Barton R. Brookman

  $5,301,919   $16,595,049   $17,522,182   $39,419,150 

R. Scott Meyers

  $2,758,770   $5,856,025   $5,825,258   $14,440,053 

Lance A. Lauck

  $2,625,859   $5,510,382   $5,716,507   $13,852,748 

Nicole L. Martinet

  $1,833,606   $3,894,317   $3,883,505   $9,611,428 

David J. Lillo

  $1,752,185   $3,823,420   $3,417,506   $8,993,111 

(3)

The amounts shown reflect the payments or reimbursements to which each named executive would be entitled upon a qualifying termination of employment under the Lauck Agreement or the Severance Plan, as applicable, equal to the monthly cost of continuation health coverage for the named executive officer and his or her dependents for 36 months. This benefit is considered to be “double trigger,” which means that both a change of control, such as the merger, and another event (i.e., a qualifying termination) must occur prior to such benefits being provided to the named executive officer.

61


Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of PDC

PDC’s Directors and Executive Officers

The following table below sets forth asthe number of March 15, 2021, the beneficial ownershipshares and percentage of Chevron Common Stock and NBLX Common Units held by: (1) any person knownPDC common stock beneficially owned by Chevron and NBLX to be the beneficial owner of more than 5% of the outstanding shares of Chevron Common Stock or NBLX Public Common Units; (2) the directors andPDC’s named executive officers, each of Chevron, individually, and theits directors, and all of its executive officers and directors as a group; and (3)group as of June 27, 2023, the directors and named executive officersmost recent practicable date for which such information was available. Except as otherwise indicated, the address for each of the General Partner, individually, andnamed security holders is c/o PDC Energy, Inc., 1099 18th Street, Suite 1500, Denver, CO 80202. None of the directors and executive officers as a group.

The amounts and percentage of units or sharessecurities beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a personas set forth below is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of suchpledged as security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he or she has no economic interest. Except as indicated by footnote, the persons named in the tables below have sole voting and investment power with respect to all shares of Chevron Common Stock and NBLX Common Units shown as beneficially owned by them, subject to community property laws where applicable.

Name of Beneficial Owner  



Shares of Chevron
Common Stock
Beneficially
Owned and Stock
Units(1)(2)
 
 
 
 
 
  Percent of Class   

NBLX Common
Units Beneficially
Owned(1)(3)
 
 
 
  Percent of Class 
Five Percent Holders of Chevron or General Partner:

 

BlackRock, Inc.(4)  126,822,239   6.60%       
State Street Corporation(5)  127,943,370   6.65%       
The Vanguard Group(6)  157,790,935   8.20%       
Directors and Named Executive Officers of Chevron:

 

Wanda M. Austin(7)  21,349   *       
Pierre R. Breber(8)  723,189   *       
John B. Frank(9)  19,996   *       
Alice P. Gast(10)  19,966   *       
Joseph C. Geagea(11)  796,295   *       
Enrique Hernandez, Jr.(12)  123,608   *       
Marillyn A. Hewson(13)  4,369   *       
Jon M. Huntsman Jr.(14)  2,100   *       
James W. Johnson(15)  983,900   *       
Charles W. Moorman IV(16)  68,819   *       
Dambisa F. Moyo(17)  10,081   *       
Mark A. Nelson(18)  301,141   *       
Debra Reed-Klages(19)  11,015   *       
Ronald D. Sugar(20)  69,446   *       
D. James Umpleby III(21)  6,984   *       
Michael K. Wirth(22)  1,252,772   *       

All directors and executive officers of Chevron as a group (19 persons)

  5,519,908(23)   *       
Directors and Named Executive Officers of the General Partner:

 

Andrei F.B. Behdjet(24)  131,633   *       
Aaron G. Carlson  7,602(25)   *   5,044   * 
Thomas W. Christensen  1,201(26)   *   20,157   * 
Robin H. Fielder  500   *   10,254   * 
Steve W. Green  405,474(27)   *       
Alana K. Knowles  63,768(28)   *       
Colin E. Parfitt  227,894(29)   *       
Martin Salinas, Jr.        37,250   * 
Hallie A. Vanderhider  2,334   *   28,500   * 
Andrew E. Viens        27,967   * 

All directors and executive officers of the General Partner as a group (11 persons)

  842,257(30)   *   137,294(31)   * 

Name

  PDC
Common Stock Beneficially Owned(1)
 
  Number of
Shares
   Shares
Underlying
Stock Appreciation Rights(2)
   Total   Percent of
Class(3)
 

Barton R. Brookman, Jr. (4)

   471,582    79,565    551,147    * 

Lance A. Lauck (5)

   164,120    20,044    184,164    * 

David J. Lillo (6)

   36,396    —      36,396    * 

R. Scott Meyers (7)

   119,676    —      119,676    * 

Nicole L. Martinet (8)

   57,755    —      57,755    * 

Pamela R. Butcher (9)

   4,787    —      4,787    * 

Mark E. Ellis (10)

   46,529    —      46,529    * 

Paul J. Korus (9)

   28,460    —      28,460    * 

Lynn A. Peterson (9)

   226,167    —      226,167    * 

Diana L. Sands (9)

   9,055    —      9,055    * 

Carlos A. Sabater (9)

   7,126    —      7,126    * 

All directors and executive officers as a group (12 persons) (11)

   1,176,510    99,609    1,276,119    1.5

*

Represents less than 1one percent.

(1)

As of March 15, 2021, there were 1,927,949,021All shares of Chevron Common Stock outstandingare directly held with sole voting and 90,362,378 NBLX Common Units outstanding.investment power, subject to community property laws where applicable.

(2)

Any stock units reported in this column do not carry voting rights and may not be sold. They do, however, represent the equivalentConsists of economic ownership of Chevron Common Stock, since the value of each unit is measured by the price of Chevron Common Stock. For Chevron non-employee Directors, these are stock units (awarded prior to 2007) and Restricted Stock Units (“RSUs”) awarded under the Non-Employee Directors’ Equity Compensation and Deferral Plan, as well as stock units representing deferral of the annual cash retainer that may ultimately be paid in shares of Chevron Common Stock. For Chevron executive officers, these includePDC common stock units deferred under the Deferred Compensation Plannot outstanding but subject to stock appreciation rights that may ultimately be paid in sharesare currently exercisable or that will become exercisable within 60 days of Chevron Common Stock.June 27, 2023.

(3)

NoneBased on 86,999,199 shares of the NBLX Common Units reported in this column are pledgedPDC common stock outstanding as security.of June 27, 2023.

(4)

Excludes 72,488 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(5)

Excludes 35,904 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(6)

Excludes 23,986 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(7)

Excludes 37,734 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(8)

Excludes 25,077 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(9)

Excludes 2,683 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(10)

Excludes 3,205 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023.

(11)

Excludes 220,181 PDC RSU awards subject to vesting greater than 60 days after June 27, 2023; includes 2,977 PDC RSU awards subject to vesting within 60 days after June 27, 2023.

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Certain Beneficial Owners of PDC Common Stock

The following table shows certain information regarding the beneficial ownership of PDC common stock as of June 27, 2023, the most recent practicable date for which such information was available, by each person who is known by PDC to beneficially own more than five percent of the outstanding PDC common stock.

Name and Address of Beneficial Owner

  Number of Shares of Common
Stock Beneficially Owned
  Percent of
Class(1)
 

The Vanguard Group

   

100 Vanguard Blvd.

   

Malvern, PA 19355

   9,293,638(2)   10.7

BlackRock, Inc.

   

55 East 52nd Street

   

New York, NY 10055

   8,500,293(3)   9.8

FMR LLC

   

245 Summer Street

   

Boston, MA 02210

   5,702,602(4)   6.6

Dimensional Fund Advisors LP

   

6300 Bee Cave Road, Building One

   

Austin, TX 78746

   4,654,554(5)   5.4

(1)

Based on information set forth in86,999,199 shares of PDC common stock outstanding as of June 27, 2023.

(2)

As reported on a Schedule 13G/A filed with the SEC by The Vanguard Group on January 29, 2021, by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, BlackRock reports that itFebruary 9, 2023, The Vanguard Group is an investment advisor in accordance with SEC Rule 13d-1(b)(1)(ii)(E) and its subsidiaries listed on Exhibit A of the Schedule 13G/A have soleholds shared voting power for 109,345,661with respect to 60,384 shares, of Chevron Common Stock, sole dispositive power for 126,822,239as to 9,149,843 shares and shared dispositive power as to 143,795 shares as of Chevron Common Stock, and no shared voting and dispositive powers.December 30, 2022.

(5)(3)

BasedAs reported on information set forth ina Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 24, 2023, BlackRock, Inc. holds sole voting power as to 8,285,901 shares and sole dispositive power as to 8,500,293 shares as of December 31, 2022.

(4)

As reported on a Schedule 13G filed with the SEC by FMR LLC on February 8, 2021, by State Street Corporation, State Street Financial Center, One Lincoln Street, Boston, MA 02111, State Street reports9, 2023, FMR LLC is parent holding company in accordance with SEC Rule 13d-1(b)(1)(ii)(G) and holds sole voting power as to 5,682,114 shares and sole dispositive power as to 5,702,602 shares as of December 30, 2022. The Schedule 13G indicates that it and its subsidiaries listed on Exhibit 1Ms. Abigail Johnson has sole power to dispose or direct the disposition of 5,702,602 shares. Members of the Schedule 13G have no soleJohnson family, including Ms. Johnson, are the predominant owners, directly or through trusts, of Series B voting and dispositive powers, sharedcommon shares of FMR LLC, representing 49% of the voting power for 116,177,620of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Chevron Common StockSeries B voting common shares. Accordingly, through their ownership of voting common shares and shared dispositive power for 127,915,455 sharesthe execution of Chevron Common Stock.the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.

(6)(5)

BasedAs reported on information set forth in a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 10, 2021, by The Vanguard2023, Dimensional Fund Advisors LP is an investment advisor in accordance with SEC Rule Group—23-1945930,13d-1(b)(1)(ii)(E) 100 Vanguard Blvd., Malvern, PA 19355, Vanguard reports that it and its subsidiaries listed on Appendix A of the Schedule 13G/A haveholds sole voting power as to 4,608,605 shares and sole dispositive power for 149,799,146as to 4,654,554 shares as of December 30, 2022.

Director and Officer Indemnification

Under the merger agreement, certain indemnification and insurance rights exist in favor of PDC and its subsidiaries’ current and former directors and officers. For more information about these rights, see “The Merger—Interests of Directors and Executive Officers of PDC in the Merger—Indemnification and Insurance” beginning on page 59.

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Accounting Treatment of the Merger

In accordance with current accounting guidance, the merger will be accounted for using the acquisition method. As a result, the recorded assets and liabilities of Chevron will be carried forward at their recorded amounts, the historical operating results will be unchanged for the prior periods being reported on and the assets and liabilities of PDC will be adjusted to their respective estimated fair values at the closing date of the merger. In addition, all identified intangible assets will be recorded at estimated fair value and included as part of the net assets acquired. Any excess of the purchase price, consisting of the number of shares of Chevron common stock to be issued to former PDC stockholders, option holders and holders of restricted stock units awards, performance share awards or restricted stock awards, as applicable, at fair value, over the fair value of the net assets acquired including identified intangible assets of PDC on the closing date of the merger will be accounted for as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. Identified finite life intangible assets will be amortized over their estimated lives. Further, the acquisition method of accounting will result in the operating results of PDC being included in the operating results of Chevron beginning from the closing date of the merger.

Regulatory Approvals Required for the Merger

Chevron and PDC are not currently aware of any other material governmental approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations that are required prior to the parties’ completion of the transaction other than those described below. If additional approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations are required to complete the transaction, Chevron and PDC intend to seek such approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations.

Chevron and PDC expect to complete the transaction by year-end 2023. Although Chevron and PDC believe that they will receive the required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations to complete the transaction, neither can give any assurance as to the timing of these approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations as to Chevron’s and PDC’s ultimate ability to obtain such approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations (or any additional approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations which may otherwise become necessary) or that such approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations will be obtained on terms and subject to conditions satisfactory to Chevron and PDC. The receipt of the regulatory approvals (as described hereinafter) is a condition to the obligation of each of Chevron and PDC to complete the merger.

The merger is subject to the requirements of the HSR Act and the related rules and regulations, which provide that certain transactions may not be completed until notification and report forms have been furnished to the DOJ and the FTC and until certain waiting periods have been terminated or have expired. The HSR Act requires Chevron and PDC to observe a 30-calendar-day waiting period after the submission of their respective HSR notification and report forms before consummating their transaction. The waiting period may be shortened if the reviewing agency grants “early termination” of the waiting period (although the practice of granting early termination has been temporarily suspended by the FTC and DOJ), or lengthened if the acquiring person (here Chevron) voluntarily withdraws and refiles to allow a second 30-calendar-day waiting period, or if the reviewing agency issues a request for additional information or documentary material (a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which begins to run only after each of the parties has substantially complied with the Second Request. It is also possible that Chevron and PDC could enter into a timing agreement with the FTC or DOJ that could affect the timing of the consummation of the merger.

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On June 5, 2023, Chevron and PDC each filed a notification and report form under the HSR Act with the DOJ and the FTC, which filings started the initial 30-calendar-day waiting period under the HSR Act.

Treatment of Existing Debt

In connection with the merger, Chevron currently expects to repay in full or otherwise acquire PDC’s outstanding 6.125% Senior Note due 2024 and 5.75% Senior Notes due 2026. In connection with the merger, Chevron expects to terminate PDC’s $3.5 billion revolving credit facility, under which $352 million was outstanding as of March 31, 2023. Chevron also expects to retain PDC’s existing lease obligations following the merger.

Treatment of PDC Equity Awards

PDC SARs. At the effective time of the merger, each outstanding PDC SAR, whether or not vested, will be converted into a Chevron SAR, on the same terms and conditions as were applicable under such PDC SAR immediately prior to the effective time of the merger (including any provisions for acceleration), with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger by (ii) the exchange ratio. The exercise price per share of Chevron common stock subject to any such Chevron SAR at and after the effective time of the merger will be an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price per share of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger divided by (ii) the exchange ratio.

PDC RSU Awards.At the effective time of the merger, each outstanding PDC RSU award, whether or not vested, will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC RSU award immediately prior to the effective time of the merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares PDC common stock subject to such PDC RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

PDC PSU Awards. At the effective time of the merger, each outstanding PDC PSU award, whether or not vested, will be treated as follows:

If such PDC PSU award was granted in calendar year 2021, then such PDC PSU award will become fully vested and converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

If such PDC PSU award was not granted in calendar year 2021, then such PDC PSU award will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC PSU award immediately prior to the effective time of the merger (other than any performance-based vesting conditions, but including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

The number of shares of PDC common stock subject to a PDC PSU award immediately prior to the effective time of the merger will be determined based on actual performance by the Compensation Committee of the PDC Board in accordance with the terms of the applicable award agreement, except that actual performance will be measured by: (i) deeming the applicable performance period to end as of the second to last business day prior to the effective time of the merger; (ii) computing total shareholder return for PDC by reference to the product of the exchange ratio multiplied by the Average

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Share Price (as defined in the applicable award agreement) of Chevron Common Stock, shared voting powercommon stock for 3,053,654 shares of Chevron Common Stock, shared dispositive power for 7,991,789 shares of Chevron Common Stock,the twenty business days ending on and no sole voting power.

(7)

Includes 11,432 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, and 2,514 stock units.

(8)

Includes 622,699 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, and 54,338 stock units.

(9)

Includes 9,348 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, and 7,998 stock units.

(10)

Includes 17,260 stock units.

(11)

Includes 767,999 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021.

(12)

Includes 84,291 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, and 21,198 stock units.

(13)

Includes 1,169 stock units.

(14)

Includes 2,100 stock units.

(15)

Includes 958,833 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, and 7,087 stock units.

(16)

Includes 22,436 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, and 33,789 stock units.

(17)

Includes 2,514 stock units.

(18)

Includes 285,099 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021.

(19)

Includes 6,740 stock units.

(20)

Includes 66,603 stock units.

(21)

Includes 2,514 stock units.

(22)

Includes 1,212,699 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, and 6,937 stock units.

(23)

Includes 5,009,534 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021, and 232,761 stock units for all current non-employee Directors and executive officers as a group. Also includes 4,532 shares held by The Lindsey H. Pate 2019 Irrevocable Trust for which Mr. Pate disclaims beneficial ownership. For executive officers,including the amounts shown include shares held in trust undersecond to last business day prior to the Chevron Employee Savings Investment Plan. For non-employee Directors, the amounts shown include shares of restricted stock awarded under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan.

(24)

Includes 131,633 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021.

(25)

Includes 3,933 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021 and 532 shares of restricted stock initially awarded under the Noble Energy, Inc. 2017 Long-Term Incentive Plan (the “2017 Plan”) and converted to comparable awards relating to Chevron Common Stock in connection with the closingeffective time of the Merger.

(26)

Includes 394 sharesmerger; and (iii) computing total shareholder return for the applicable peer companies by reference to the Average Share Price (as defined in the applicable award agreement) of Chevron Common Stock that may be acquired upon exercise ofeach such company’s common stock options that are currently exercisable or will become exercisable within 60for the twenty business days of March 15, 2021ending on and 233 shares of restricted stock initially awarded underincluding the 2017 Plan and convertedsecond to comparable awards relatinglast business day prior to Chevron Common Stock in connection with the closingeffective time of the Merger.

(27)

Includes 389,599 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021.

(28)

Includes 50,700 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021.

(29)

Includes 220,766 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021.

(30)

Includes 798,625 shares of Chevron Common Stock that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 15, 2021 for all current executive officers as a group. For executive officers, the amounts shown include shares held under the Noble Energy, Inc. 401(k) Plan.

(31)

For the non-employee Directors and executive officers, the amounts shown include 58,045 shares of restricted units awarded under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan.merger.

PDC Director RSU Awards. At the effective time of the merger, each outstanding PDC Director RSU award, whether or not vested, will be converted into the right to receive, within five business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC Director RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

Any amounts relating to dividend equivalent rights granted with respect to the foregoing PDC equity awards that are accrued but unpaid as of the completion of the merger will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such equity award immediately prior to the completion of the merger (or, in the case of PDC PSU awards granted in 2021 and PDC Director RSU awards, will be paid within five business days of the completion of the merger).

For additional information on PDC’s equity awards, see “The Merger—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55.

No Dissenters’ or Appraisal Rights

NBLX Public Unitholders willPDC stockholders are not have dissenters’ orentitled to appraisal rights in connection with the Merger under applicable law or contractual appraisalmerger.

Appraisal rights underare statutory rights that enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the Partnership Agreement orcorporation pay the Merger Agreement.

Regulatory Matters

Infair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the Merger, Chevron and NBLX each intendstransaction.

Holders of shares of PDC common stock will not have rights to make allan appraisal of the fair value of their shares. Under the DGCL, appraisal rights are not available for the shares of any class or series if the shares of the class or series are listed on a national securities exchange or held of record by more than 2,000 holders on the record date, unless the stockholders are required filings underto receive in exchange for their shares anything other than shares of stock of the Securities Act and the Exchange Act, as well as any required filingssurviving or applications with the NYSE and NASDAQ, as applicable. Chevron and NBLX are unawareresulting corporation, shares of stock or depository receipts in respect thereof of any other requirementcorporation that will be either listed on a national securities exchange or held of record by more than 2,000 holders at the effective time of the merger, cash in lieu of fractional shares or fractional depositary receipts or any combination of the foregoing. Shares of PDC common stock are listed on Nasdaq as of the record date, and PDC stockholders will receive Chevron common stock pursuant to the merger agreement and cash in lieu of fractional shares. Approval for the filing of information with, or the obtaininglisting of the approvalshares of governmental authorities in any jurisdiction thatChevron common stock on the NYSE is required for the consummationa condition to completion of the Merger.merger.

The Merger is not reportable under the HSR Act, and therefore, no filings with respect to the Merger were required with the FTC or the Antitrust Division of the DOJ.

NYSE Listing of the Chevron Common Stock to be Issued in the Merger;Stock; Delisting and Deregistration of PDC Common Stock

Prior to the NBLX Common Units

completion of the merger, Chevron expectshas agreed to obtain approvaltake all necessary action to listcause the shares of Chevron Common Stockcommon stock to be issued pursuantin connection with the merger to the Merger Agreementbe approved for listing on the NYSE which approval is a condition to the Closing, subject to official notice of issuance. UponThe listing on the NYSE of the shares of Chevron common stock to be issued in connection with the merger is also a condition to completion of the Merger,merger.

Prior to the NBLX Common Unitseffective time of the merger, PDC will cooperate with Chevron and use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary,

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proper or advisable on its part pursuant to applicable law and the rules and regulations of the NYSE or Nasdaq to cause (a) the delisting of PDC common stock from Nasdaq as promptly as practicable after the effective time of the merger and (b) the deregistration of PDC common stock pursuant to the Exchange Act as promptly as practicable after such delisting. If the merger is completed, PDC common stock will cease to be listed on the NASDAQNasdaq and PDC common stock will be subsequently deregistered under the Exchange Act.Act, after which PDC will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of PDC common stock.

Post-Closing Status of NBLXMaterial U.S. Federal Income Tax Consequences

After the consummationThe following is a general discussion of the Merger, itmaterial U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of PDC common stock that exchange their PDC common stock for Chevron common stock in the merger.

This discussion is expected that NBLX will remain an indirect, wholly owned subsidiary of Chevron indefinitely. There are no definite plans to reorganize or transfer NBLX or any ofbased upon the Code, its assets immediately followinglegislative history, U.S. Treasury regulations promulgated under the ClosingCode and judicial and administrative rulings and decisions, all as ofin effect on the date of this informationproxy statement/prospectus. These authorities may change, possibly retroactively, or be subject to differing interpretations, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion.

Accounting TreatmentThis discussion addresses only those U.S. holders (as defined below) of PDC common stock that hold their PDC common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is not a complete description of all of the U.S. federal income tax consequences of the merger and, in particular, does not address any tax consequences arising under the Medicare contribution tax on net investment income or the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), nor does it address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax (such as estate or gift tax laws). Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your individual circumstances or that may be applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

a bank, thrift, mutual fund, or other financial institution;

a tax-exempt organization or government organization;

a real estate investment trust or real estate mortgage investment conduit;

a partnership, S corporation or other pass-through entity (or an investor in a partnership, S corporation or other pass-through entity);

an insurance company;

a regulated investment company;

a dealer or broker in stocks and securities, commodities or currencies;

a trader in securities that elects mark-to-market treatment;

a holder of shares of PDC common stock subject to the alternative minimum tax provisions of the Code;

individual retirement or other tax deferred accounts;

a holder of shares of PDC common stock that received PDC common stock through the exercise of an employee stock option, as a restricted stock award, through a tax qualified retirement plan or otherwise as compensation;

a holder of shares of PDC common stock that has a functional currency other than the U.S. dollar;

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a holder of shares of PDC common stock that is required to accelerate the recognition of any item of gross income with respect to PDC common stock as a result of such income being recognized on an applicable financial statement;

a holder of shares of PDC common stock that holds PDC common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction;

certain former citizens or long-term residents of the United States.; or

holders who directly, indirectly or constructively own (or at any time during the five-year period ending on the date of the merger owned) 5% or more PDC common stock.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of PDC common stock that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes, or (4) an estate the income of which is subject to U.S. federal income taxation regardless of its source. Beneficial owners of PDC common stock that are not U.S. holders should consult their own tax advisors as to U.S. federal income tax consequences of the merger.

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds shares of PDC common stock, the U.S. federal income tax consequences to a partner in such partnership (or owner of such entity) generally will depend on the status of the partner (or member) and the activities of the partnership (or entity). Any entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds shares of PDC common stock, and any persons that, for U.S. federal income tax purposes, are treated as partners in such partnership, should consult their own tax advisors with respect to the tax consequences of the merger in their specific circumstances.

This discussion is not tax advice and does not purport to be a complete analysis or discussion of all U.S. federal income tax considerations relating to the merger. The tax consequences of the merger may be complex and will depend on your specific situation and factors not within Chevron’s or PDC’s control. You should consult your own tax advisor as to the tax consequences of the merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. federal, U.S. state or local, non-U.S. or other tax laws and of changes in such laws.

In General

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Chevron and PDC intend to report the merger consistent with such qualification. In the merger agreement, each of Chevron and PDC represents that it has not taken or agreed to take any action, and is not aware, after reasonable diligence, of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, Chevron and PDC agree not to (and not to permit their subsidiaries to) take any action that would prevent or impede, or could reasonably be expected to prevent or impede, the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and to, and to cause their respective subsidiaries to, use its reasonable best efforts to cause the merger to so qualify. However, it is not a condition to PDC’s obligation or Chevron’s obligation to complete the transaction that the merger be treated as a “reorganization” or that Chevron or PDC receive an opinion from counsel to that effect and even if an opinion of counsel to that effect were obtained by either party, such opinion would not be binding on the IRS or any court. PDC and Chevron have not sought, and will not seek, any ruling from the IRS regarding any matters relating to the merger. As a result, there can be no assurance that the IRS would not assert that the merger fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

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U.S. Federal Income Tax Consequences if the Merger Qualifies as a “Reorganization” Described in Section 368(a) of the Code

If the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the material U.S. federal income tax consequences of the merger to U.S. holders generally will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification 810, Consolidation—Overall—Changes in a Parent’s Ownership Interest in a Subsidiary. As Chevron controls NBLX andas follows:

A U.S. holder will continue to control NBLX after the Merger, the change in Chevron’s ownership interest in NBLX will be accounted for as an equity transaction, and nonot recognize any gain or loss, and no amount will be includible in the income of such U.S. holder, as a result of the exchange of PDC common stock for Chevron common stock in the merger (except for any gain or loss recognized with respect to cash received in Chevron’s consolidated statementlieu of a fractional share of Chevron common stock, as described below).

The aggregate tax basis of the Chevron common stock received in exchange for PDC common stock by a U.S. holder in the merger (including any fractional share of Chevron common stock deemed received and exchanged for cash, as discussed below) will equal the aggregate adjusted tax basis of such U.S. holder’s PDC common stock exchanged therefor.

A U.S. holder’s holding period in the Chevron common stock received in exchange for PDC common stock in the merger (including a fractional share of Chevron common stock deemed to be received and exchanged for cash, as discussed below) will include the holding period in such U.S. holder’s PDC common stock exchanged therefor.

If a U.S. holder of PDC common stock acquired different blocks of PDC common stock at different times or at different prices, such U.S. holder’s basis and holding period in its shares of Chevron common stock may be determined separately with reference to each block of PDC common stock. Any such U.S. holder should consult its tax advisor regarding the determination of the tax basis and/or holding periods of the particular shares of Chevron common stock received in the merger.

A U.S. holder of PDC common stock who receives cash instead of a fractional share of Chevron common stock generally will be treated as having received such fractional share pursuant to the merger, and then as having sold such fractional share for cash. As a result, such U.S. holder generally will recognize gain or loss based on the difference, if any, between the amount of such cash received and the U.S. holder’s tax basis in such fractional share of Chevron common stock (determined as described above). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period in the fractional share of Chevron common stock deemed to be received exceeds one year at the effective time of the merger. The deductibility of capital losses is subject to limitation.

Tax Consequences if the Merger Does Not Qualify as a “Reorganization” Described in Section 368(a) of the Code

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income resulting fromtax purposes, then a U.S. holder of shares of PDC common stock that exchanges such shares of PDC common stock for Chevron common stock generally will recognize gain or loss equal to the Merger.difference, if any, between (i) the sum of the fair market value of the shares of Chevron common stock actually received by such U.S. holder and the amount of any cash received in lieu of a fractional share of Chevron common stock and (ii) such U.S. holder’s adjusted tax basis in the PDC common stock exchanged therefor. Gain or loss must be calculated separately for each block of PDC common stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of PDC common stock exceeds one year at the effective time of the merger. A U.S. holder’s aggregate tax basis in the Chevron common stock received in the merger will equal the fair market value of such shares of Chevron common stock as of the effective time of the merger, and the holding period of such Chevron common stock will begin on the date after the merger.

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Backup Withholding

Payments of cash to U.S. holders in lieu of a fractional share of Chevron common stock in connection with the merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 24%). To prevent backup withholding, U.S. holders should:

furnish a properly completed IRS Form W-9 or successor form (or appropriate substitute) included in the letter of transmittal such U.S. holder will receive certifying such U.S. holder’s correct taxpayer identification number and that such U.S. holder is not subject to backup withholding and otherwise complying with all the applicable requirements of the backup withholding rules; or

provide proof acceptable to Chevron or the exchange agent, as applicable, otherwise establishing an exemption from backup withholding.

Any amounts withheld under the backup withholding rules are not an additional tax and will generally be allowed as a refund or credit against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder timely furnishes the required information to the IRS.

The preceding discussion is intended only as a summary of the material U.S. federal income tax consequences of the merger and is not tax advice. It is not a complete analysis or discussion of all potential tax considerations that may be important to a holder of PDC common stock. Holders of PDC common stock should consult their own tax advisors with respect to the tax consequences of the merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. federal, U.S. state or local, non-U.S. or other tax laws and of changes in such laws.

Restrictions on Sales of Shares of Chevron Common Stock Received in the Merger

All shares of Chevron common stock received by PDC stockholders in the merger will be freely tradable for purposes of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act except for shares of Chevron common stock received by any PDC stockholder who becomes an “affiliate” of Chevron after completion of the merger. This proxy statement/prospectus does not cover resales of shares of Chevron common stock received by any person upon completion of the merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.

Certain Contracts between Chevron and PDC

Chevron and PDC are party to commercial arrangements with one another, which are not material, individually or in the aggregate to either company.

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

This section of this informationproxy statement/prospectus describes the material provisions of the Merger Agreement,merger agreement, but does not describe all of the terms of the Merger Agreementmerger agreement and may not contain all of the information about the Merger Agreementmerger agreement that is important to you. The following summary is qualified by reference to the complete text of the Merger Agreement,merger agreement, which is attached as Annex A to this informationproxy statement/prospectus and incorporated by reference herein. The rights and obligations of Chevron, PDC and Merger Subsidiary, are governed by the express terms and conditions of the merger agreement and not by this summary or any of the other information contained in this proxy statement/prospectus. You are urged to read the full text of the Merger Agreementmerger agreement because it is the legal document that governs the Merger.merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement, and this summary is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about Chevron, NBLX, the General Partner or their respective subsidiaries and affiliates. The Merger Agreementmerger agreement contains representations, warranties and warrantiescovenants by each of the parties to the Merger Agreement,agreement, which were made only for purposes of the Merger Agreement andagreement, as of specified dates. The representations, warranties and covenants in the Merger Agreementmerger agreement were made solely for the benefit of the parties to the Merger Agreement,merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreementmerger agreement instead of establishing these matters as facts,facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. YouInvestors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Chevron, NBLX, the General PartnerMerger Subsidiary, PDC or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants contained in the merger agreement or any other agreement between such parties may have changedchange after the date of the Merger Agreement,each such agreement, which subsequent information may or may not be fully reflected in Chevron’s or NBLX’sPDC’s public disclosures or the public disclosures of any of their respective subsidiaries or affiliates. Each such agreement should not be read alone, but should instead be read in conjunction with the other information regarding the respective agreement, the merger, Chevron, PDC and their respective affiliates and businesses, which is contained in, or incorporated by reference into, this proxy statement/prospectus, as well as in this information statement/prospectus.the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that each of Chevron and PDC has made or will make with the SEC. See “Where You Can Find More Information” beginning on page 118.

Structure of the Merger

The Merger; Effective Time; Closing

Subject tomerger agreement provides, upon the terms and subject to the conditions of the Merger Agreementset forth therein and in accordance with Delaware law, at the Effective Time,DGCL, for Merger Sub willSubsidiary to merge with and into NBLX,PDC, with NBLXPDC continuing as the surviving entitycorporation and an indirect, wholly owneda direct, wholly-owned subsidiary of Chevron. As used herein, surviving corporation means PDC following the merger.

At the Effective Time, subjecteffective time of the merger, by virtue of the merger, the certificate of incorporation of PDC will be amended and restated in its entirety as set forth in Exhibit A to any applicable withholding tax, (i) the NBLX Public Common Units outstandingmerger agreement, and as so amended and restated, will be the certificate of incorporation of the surviving corporation. At the effective time of the merger, the by-laws of PDC will be amended and restated in its entirety as set forth in the by-laws of Merger Subsidiary, as in effect immediately prior to the Effective Timeeffective time of the merger, except that all references therein to Merger Subsidiary will be converted intoautomatically amended and will become references to PDC, and as so amended and restated, will be the rightby-laws of the surviving corporation. The directors of Merger Subsidiary immediately prior to receive the effective time of the merger will be the initial directors of the surviving corporation, each to hold office in accordance with the certificate of incorporation and the by-laws of the surviving corporation, and the officers of Merger Consideration;Subsidiary immediately prior to the effective time of the merger will be the initial officers of the surviving corporation, in each case until their respective successors are duly elected or appointed and (ii) each Partnership LTIP Award, whetherqualified or not vested, will cease to relate tountil their earlier death, resignation or represent a rightremoval. As used herein, the “effective time” of the merger means the time

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at which the certificate of merger with respect to an NBLX Common Unit and shall be converted into a Converted Parent Award on the same terms and conditions as were applicable to the corresponding Partnership LTIP Award (including the right to receive dividend or dividend equivalents with respect to such Converted Parent Award if the corresponding Partnership LTIP Award included distribution or distribution equivalent rights), except that the number of shares of Chevron Common Stock covered by each such Converted Parent Award shall be equal to the number of NBLX Common Units subject to the corresponding Partnership LTIP Award multiplied by the Exchange Ratio, rounded up to the nearest whole unit. The interests in NBLX owned by Chevron and its subsidiaries will remain outstanding as limited partner interests in the surviving entity. The non-economic general partner interest in NBLX held by the General Partner will continue as a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity.

Chevron will not issue any fractional shares of Chevron Common Stock in the Merger. Instead of receiving any fractions of a share of Chevron Common Stock, all fractions of shares of Chevron Common Stock to which an NBLX Public Unitholder would otherwise have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of Chevron Common Stock.

The Effective Time will occur at such time as Chevron and NBLX cause a certificate of merger to beis duly filed with the Secretary of State of the State of Delaware or at such later date or time as Chevron and PDC may beagree and specify in such certificate of merger.

Timing of Closing

Unless another place and time is agreed to in writing by Chevron and NBLX in writing and specified inPDC, or if Chevron elects to defer the certificate of merger.

The closing of the Merger willmerger in certain circumstances where the closing of the merger would otherwise take place onnear the thirdend of the month (in which case the closing of the merger will occur at the time described below), the closing of the merger will occur no later than the second business day afterfollowing the satisfaction or waiverday on which the last of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfiedfulfilled at the closing, but subject to the satisfactionwaiver or waiverfulfillment of thosesuch conditions), set forth in the merger agreement has been fulfilled or at such other place,waived, but no later than the end date and time as Chevron and NBLX may agree.

Conditions to Completion(as defined below under the heading “—Termination of the Merger Agreement”) (the “initial closing date”). The date on which the closing of the merger occurs is referred to as the “closing date” in this proxy statement/prospectus.

If, but for this paragraph, the closing of the merger would occur on any date which is ten or fewer calendar days prior to the last calendar day of any calendar month (a “specified month end date”), then, if elected in writing by Chevron prior to the initial closing date, (i) the closing date will take place on the first business day following the latest specified month end date or (ii) if the closing of the merger cannot take place on such date as a result of failure of the condition requiring the absence of any provision of any applicable law or regulation, and of any judgment, injunction, order or decree, that prohibits or enjoins the completion of the merger, the next business day on which such failure no longer exists. The date on which the closing of the merger will occur pursuant to clause (i) or (ii) of the immediately preceding sentence is referred to as the “deferred closing date” in this proxy statement/prospectus. Any election to so defer the closing of the merger must include Chevron’s confirmation that (i) at the time of such election, all of the parties’ mutual conditions and all of Chevron’s conditions to complete the merger were satisfied on the date the closing of the merger would have occurred but for Chevron’s deferral election and (ii) all such conditions (other than (A) the condition requiring the absence of any provision of any applicable law or regulation, and of any judgment, injunction, order or decree, that prohibits or enjoins the completion of the merger and (B) the condition requiring that PDC has performed in all material respects of all of its obligations of ChevronPDC in the merger agreement required to be performed by it prior to the closing date (but only to the extent PDC’s material and NBLXintentional breach after its receipt of Chevron’s deferral election was a principal cause of the failure of such condition to effectbe satisfied)) will be deemed to be satisfied as of the deferred closing date. Nothing in this paragraph or otherwise affects the need for PDC’s conditions to complete the merger to be fulfilled or waived, as applicable, at the deferred closing date.

Merger areConsideration

Conversion of Shares

At the effective time of the merger, each outstanding share of PDC common stock (other than the cancelled shares (as defined below) and certain shares of PDC common stock subject to PDC equity awards that will be treated in the satisfaction or waivermanner described below under the heading “—Treatment of PDC Equity Awards”) will automatically be cancelled and retired and will cease to exist and each holder thereof will thereafter have no rights with respect to such securities except the following conditions:right to receive:

 

the Written Consent must not have been amended, modified, withdrawn, terminated or revoked;0.4638 of a share of validly issued, fully paid and non-assessable shares of Chevron common stock;

 

any dividends or other distributions with a record date prior to the effective time of the merger which are declared by PDC in accordance with the merger agreement and which remain unpaid at the effective time of the merger;

following the surrender of such holder’s shares of PDC common stock (i) at the time of such surrender, all dividends or other distributions payable with respect to the shares of Chevron common stock with a record date after the effective time of the merger and a payment date on or before the date of such

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surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to the shares of Chevron common stock with a record date after the effective time of the merger but with a payment date subsequent to such surrender, in each case on the understanding that all shares of Chevron common stock to be issued pursuant to the merger will be entitled to dividends as if issued and outstanding as of the effective time of the merger; and

any cash to be paid in lieu of any fractional share of Chevron common stock as described under the heading “—Treatment of Fractional Shares.”

Shares of PDC common stock owned by PDC, Chevron or Merger Subsidiary will be cancelled in the merger without payment of any consideration, as described below under the heading “—Cancelled Shares.”

Chevron will make available to the exchange agent, as needed, the merger consideration to be delivered in respect of certificates and book-entry shares formerly representing shares of PDC common stock.

Cancelled Shares

At the effective time of the merger, all shares of PDC common stock that are owned directly by Chevron, Merger Subsidiary or PDC will be cancelled and retired and will cease to exist and no restraintstock of Chevron, cash or other consideration will be delivered in exchange therefor. Such shares are referred to as “cancelled shares” in this proxy statement/prospectus. For the avoidance of doubt, the foregoing two sentences will not apply to shares of PDC common stock held in trust or otherwise set aside from shares held in PDC’s treasury pursuant to any PDC benefit plan.

Treatment of Fractional Shares

PDC stockholders will not receive any fractional shares of Chevron common stock pursuant to the merger. Each holder of PDC common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock at the effective time of the merger will receive an amount in cash, without interest, rounded to the nearest cent, in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Chevron common stock equal to the excess of (i) the aggregate number of shares of Chevron common stock delivered to the exchange agent by Chevron pursuant to the terms of the merger agreement over (ii) the aggregate number of whole shares of Chevron common stock to be distributed to PDC stockholders pursuant to the terms of the merger agreement.

Exchange of PDC Stock Certificates and Book-Entry Shares

Prior to the effective time of the merger, Chevron will appoint a bank, trust company or nationally recognized stockholder services provider or other person reasonably acceptable to PDC as the exchange agent for the purpose of exchanging certificates and book-entry shares representing shares of PDC common stock with shares of Chevron common stock. Promptly after the effective time of the merger, Chevron will send, or will cause the exchange agent to send, to each holder of record of PDC common stock converted into the right to receive the merger consideration, a letter of transmittal for use in the exchange and instructions explaining how to surrender PDC shares to the exchange agent.

Holders of PDC common stock who surrender certificates or book-entry shares that formerly represented outstanding shares of PDC common stock to the exchange agent, together with a properly completed letter of transmittal, will be entitled to receive (i) the merger consideration and (ii) a check in the amount equal to any cash payable (x) in lieu of fractional shares which such holder has the right to receive pursuant to the terms of the merger agreement, and (y) in respect of any dividends and other distributions which such holder has the right to receive pursuant to the terms of the merger agreement. PDC stockholders should not return stock certificates with

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the enclosed proxy card. Exchange of any book-entry shares of PDC common stock will be effected in accordance with Chevron’s customary procedures with respect to securities represented by book entry. Until so surrendered, certificates and book-entry shares will, after the effective time of the merger, represent for all purposes only the right to receive the merger consideration. No interest will be paid or will accrue for the benefit of holders of the certificates or book-entry shares that formerly represented outstanding shares of PDC common stock on the merger consideration payable pursuant to the merger agreement, any cash in lieu of fractional shares or any unpaid dividends and distributions payable pursuant to the merger agreement to such holders of certificates or book-entry shares that formerly represented outstanding shares of PDC common stock.

Withholding

Each of Chevron, PDC, Merger Subsidiary, the surviving corporation and the exchange agent will be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to the merger agreement such amounts as are required to be deducted or withheld with respect to the making of such payment under any provision of federal, state, local or foreign tax law (and to the extent deduction and withholding is required, such deduction and withholding may be taken in Chevron common stock). To the extent that amounts are so deducted or withheld by Chevron, PDC, Merger Subsidiary, the surviving corporation or the exchange agent and paid over to the applicable taxing authority in accordance with applicable law, such deducted or withheld amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made and, if withholding is taken in Chevron common stock, the relevant withholding party will be treated as having sold such Chevron common stock on behalf of such person for an amount of cash equal to the fair market value thereof at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

Lost Certificates

If a certificate representing shares of PDC common stock has been lost, stolen or destroyed, then, before a PDC stockholder will be entitled to receive the merger consideration to be paid in respect of the shares of PDC common stock represented by such lost, stolen or destroyed certificate, the holder will need to deliver an affidavit of that fact and, if required by Chevron or the surviving corporation, post a bond, in such reasonable amount as the surviving corporation may direct, as indemnity against any claim that may be made against it with respect to such certificate in addition to such holder providing a properly completed and duly executed letter of transmittal.

Potential Adjustment to Merger Consideration

In the event that, before the completion of the merger, any change in the outstanding shares of capital stock of Chevron or PDC occurs as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the merger consideration, the exchange ratio and any other similarly dependent item, as the case may be, will be appropriately adjusted in order to provide PDC stockholders with the same economic effect contemplated by the merger agreement prior to such event. No such adjustment will be made for cash dividends or grants of equity compensation not prohibited by the merger agreement.

Treatment of PDC Equity Awards

PDC SARs. At the effective time of the merger, each outstanding PDC SAR, whether or not vested, will be converted into a Chevron SAR, on the same terms and conditions as were applicable under such PDC SAR immediately prior to the effective time of the merger (including any provisions for acceleration), with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC SAR immediately prior to the completion of the merger by (ii) the exchange ratio. The exercise price per share of Chevron common stock subject to any such Chevron SAR at and after the effective time of the merger will be an amount (rounded up to

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the nearest one hundredth of a cent) equal to (i) the exercise price per share of PDC common stock subject to such PDC SAR immediately prior to the effective time of the merger divided by (ii) the exchange ratio.

PDC RSU Awards. At the effective time of the merger, each outstanding PDC RSU award, whether or not vested, will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC RSU award immediately prior to the effective time of the merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares PDC common stock subject to such PDC RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

PDC PSU Awards. At the effective time of the merger, each outstanding PDC PSU award, whether or not vested, will be treated as follows:

If such PDC PSU award was granted in calendar year 2021, then such PDC PSU award will become fully vested and converted into the right to receive, within five (5) business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

If such PDC PSU award was not granted in calendar year 2021, then such PDC PSU award will be converted into a Chevron RSU award, on the same terms and conditions as were applicable under such PDC PSU award immediately prior to the effective time of the merger (other than any performance-based vesting conditions, but including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

The number of shares of PDC common stock subject to a PDC PSU award immediately prior to the effective time of the merger will be determined based on actual performance by the Compensation Committee of the PDC Board of Directors in accordance with the terms of the applicable award agreement, except that actual performance will be measured by: (i) deeming the applicable performance period to end as of the second to last business day prior to the effective time of the merger; (ii) computing total shareholder return for PDC by reference to the product of the exchange ratio multiplied by the Average Share Price (as defined in the applicable award agreement) of Chevron common stock for the twenty (20) business days ending on and including the second to last business day prior to the effective time of the merger; and (iii) computing total shareholder return for the applicable peer companies by reference to the Average Share Price (as defined in the applicable award agreement) of each such company’s common stock for the twenty (20) business days ending on and including the second to last business day prior to the effective time of the merger.

PDC Director RSU Awards. At the effective time of the merger, each outstanding PDC Director RSU award, whether or not vested, will be converted into the right to receive, within five (5) business days of the completion of the merger, the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC Director RSU award immediately prior to the effective time of the merger by (ii) the exchange ratio.

Any amounts relating to dividend equivalent rights granted with respect to the foregoing PDC equity awards that are accrued but unpaid as of the completion of the merger will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such equity award immediately prior to the completion of the merger (or, in the case of PDC PSU awards granted in 2021 and PDC Director RSU awards, will be paid within five (5) business days of the completion of the merger).

For additional information on PDC’s equity awards, please see the section entitled “Merger—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55.

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Covenants and Agreements

Conduct of Business

Each of Chevron and PDC has agreed to certain covenants in the merger agreement restricting the conduct of its respective business between May 21, 2023 and the earlier of the completion of the merger and the termination of the merger agreement.

Interim Operations of PDC. The merger agreement provides that until the effective time of the merger, except with the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed), PDC and its subsidiaries will use all reasonable best efforts to conduct their business in the ordinary course consistent of business with past practice, provided, that PDC and its subsidiaries may take commercially reasonable (taking into account the reasonableness perspective of each of Chevron and PDC) actions outside of the ordinary course or not consistent with past practice in response to external unforeseen events, changes or developments of the following type in a manner consistent with those generally undertaken by businesses similarly situated to PDC:

changes or conditions in the U.S. or any other national or regional economy, any global economic changes or conditions or securities, credit, financial or other capital markets conditions;

changes or conditions affecting the oil and gas industry in general (including changes to the prices of commodities or of the raw material inputs or value of the outputs of PDC’s products, general market prices and regulatory changes affecting the industry);

weather-related or other force majeure event or outbreak (including earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters);

pandemics, epidemics, COVID-19 measures, acts of war (whether or not declared), armed hostility (by recognized governmental forces or otherwise), sabotage, terrorism or cyber-attack, and any escalation or general worsening of any of the foregoing or other response to any governmental bodies, agencies, officials or authorities (including requirements for business closures, restrictions on operations or “sheltering-in-place”); or

changes in applicable law, regulation or government policy (including changes or other material developments in any Colorado state, county or local law, regulation or policy impacting the oil and gas industry) or in GAAP or in accounting standards, or any changes in the interpretation or enforcement of any of the foregoing, or any changes in general legal, regulatory or political conditions (including changes or other material developments in any Colorado state, county or local legal, regulatory, permitting or political conditions impacting the oil and gas industry).

PDC has also agreed that during this period it and its subsidiaries will (i) use all reasonable best efforts to conduct their business in a manner not involving entry into businesses that are materially different from the businesses of PDC and its subsidiaries on the date of the merger agreement and (ii) use their commercially reasonable efforts to preserve intact their business organizations and material relationships with third parties.

In addition, PDC has agreed that during this period, except with the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed), it will not, and will not permit any of its subsidiaries to:

adopt or propose any change in its certificate of incorporation or by-laws;

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class or series of PDC or its subsidiaries, other than (i) issuances of PDC

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common stock pursuant to the exercise or settlement of PDC SARs, PDC RSU awards, PDC PSU awards or PDC Director RSU awards that are outstanding on the date of the merger agreement or (ii) pledges or encumbrances with respect to subsidiaries of PDC pursuant to PDC’s existing credit facility;

split, combine, subdivide or reclassify its outstanding shares of capital stock, or declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock, other than regular quarterly cash dividends or distributions payable by PDC to its shareholders consistent with past practice (which may not exceed $0.40 per share per fiscal quarter) or intra-group dividends among PDC and its subsidiaries (provided, however, that PDC will not declare, set aside or pay any dividend except in accordance with the terms of the merger agreement described below under the heading “—Coordination of Dividends”);

redeem, purchase or otherwise acquire directly or indirectly any of its capital stock, with certain exceptions for repurchases, redemptions or acquisitions (i) required by the terms of its capital stock or any securities outstanding as of the date of the merger agreement, (ii) required by or in connection with the respective terms, as of the date of the merger agreement, of any benefit plan or any dividend reinvestment plan in the ordinary course of the operations of such plan and consistent with past practice and only to the extent consistent with the terms of the merger agreement, (iii) with respect to the exercise, vesting or settlement of PDC SARs, PDC RSU awards, PDC PSU awards or PDC Director RSU awards outstanding as of the date of the merger agreement or (iv) involving only wholly-owned subsidiaries of PDC;

amend the terms of any outstanding PDC SARs, PDC RSU awards, PDC PSU awards or PDC Director RSU awards (provided that such covenant will not limit the administration of the relevant plans governing such awards in accordance with past practices and interpretations of the PDC Board and the Compensation Committee of the PDC Board to the extent consistent with the terms of the merger agreement);

make or authorize any capital expenditures except in amounts that are not in excess of (i) during fiscal year 2023, 110% of the individual line items of the aggregate budgeted amount indicated in the capital budget for fiscal year 2023 provided to Chevron, and (ii) during fiscal year 2024, 110% of the individual line items of the aggregate budgeted amount indicated in the capital budget for fiscal year 2024 provided to Chevron;

(i) increase the compensation or benefits of any director, individual independent contractor, officer or employee (except for normal increases in the ordinary course of business consistent with past practice or as required under applicable law or any benefit plan existing on the date of the merger agreement), (ii) enter into, adopt, extend or renew (or waive or amend any performance or vesting criteria or accelerate funding under) any employment, change in control, severance, bonus, profit sharing, retirement, restricted stock, stock option, deferred compensation or other director, consultant, executive or employee benefit plan, policy, agreement or arrangement (except as required by applicable law or the terms of an agreement or arrangement existing on the date of the merger agreement), (iii) enter into any collective bargaining agreement or other agreement with any labor organization, works council, trade union, labor association or other employee representative, (iv) take any action to accelerate the vesting, payment or funding of any compensation or benefits to any current or former employee or any directors, individual independent contractors or officers, (v) implement any facility closings or employee layoffs or reductions in force that would trigger the notice requirements under the Worker Adjustment and Retraining Notification Act and any similar state or local law, or (vi) terminate any employee with a title of director, vice president or above, other than a termination of employment for “cause”, or hire any employee with a title of director, vice president or above (unless required to replace any employee who has terminated his or her employment voluntarily or whose employment has terminated as permitted by the merger agreement);

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acquire or agree to acquire (i) any business or person or division thereof (whether by merger or consolidation, by purchase of all or a substantial portion of the assets or equity or voting interest in such persons, businesses or divisions or by any other manner) or (ii) any other assets (except E&P assets (in the ordinary course of business consistent with past practice (and in no event in an amount exceeding $15 million in the aggregate)) or any non-E&P assets acquired in the ordinary course of business consistent with past practice), with “E&P assets” referring to land and mineral interests or rights therein used for the exploration, development and production of oil and gas and other hydrocarbons;

sell, lease, license, encumber or otherwise dispose of any material assets or material property, except pursuant to existing contracts or commitments, in the ordinary course of business consistent with past practice or any such disposals in an amount not exceeding $15 million in the aggregate;

incur any indebtedness for borrowed money, guarantee or assume any such indebtedness of another person, issue or sell warrants or other rights to acquire any debt securities of PDC or any of its subsidiaries, enter into any “keep well” or other agreement to maintain any financial condition of another person, or enter into any arrangement having the economic effect of any of the foregoing (other than (i) any such indebtedness among any person and its wholly-owned subsidiaries, among any person’s wholly-owned subsidiaries, and guarantees thereof, (ii) additional borrowings under PDC’s existing credit facility or other existing credit facilities of its subsidiaries, in each case in accordance with the terms thereof as in effect enjoining, restraining, preventingon the date of the merger agreement or prohibitingas amended, modified or supplemented in compliance with the terms of the merger agreement, (iii) any such indebtedness incurred to replace, renew, extend, refinance or refund any indebtedness of PDC or any of its subsidiaries or (iv) any such other indebtedness or other obligations incurred in the ordinary course of business consistent with past practice, that is not in excess of $10 million in the aggregate, and in the case of clauses (ii), (iii) and (iv), subject to certain limitations);

modify, amend, terminate or waive any material rights under any material contract or enter into an agreement that would constitute a material contract, other than as expressly contemplated in the merger agreement or in the ordinary course of business consistent with past practice with respect to certain contracts subject to certain exceptions;

settle or compromise any claim, demand, lawsuit or state or federal regulatory proceeding (excluding any tax proceeding, which will be governed as described below), or waive, release or assign any rights or claims, in any such case (i) in an amount in excess of $5 million or (ii) that imposes (A) any material obligation to be performed by, or (B) material restriction imposed against, PDC or its subsidiaries after the closing date, or (C) in the aggregate of all such cases, in an amount in excess of $15 million (provided that PDC may not settle or propose to settle or compromise any transaction litigation except as permitted by the terms of the merger agreement);

change any method of financial accounting or financial accounting practice (except for changes that are not material or are required by concurrent changes in GAAP or applicable law);

enter into any joint venture, partnership, participation or other similar arrangement that would be material to PDC;

make any loan, capital contribution or advance to or investment in any other person (other than PDC or any wholly-owned subsidiary of PDC in the ordinary course of business consistent with past practice and other than pursuant to capital calls required pursuant to the terms of existing equity investments) that would be material to PDC, except for advances for reimbursable employee expenses in the ordinary course of business consistent with past practice or advancements of expenses to directors and officers of PDC or any of its subsidiaries pursuant to advancement obligations in effect as of the date of the merger agreement under PDC’s certificate of incorporation, PDC’s Bylaws, equivalent governing documents of any subsidiary of PDC or any indemnification agreement with any such director or officer, in each case as in effect on the date of the merger agreement;

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take any action that would limit Chevron’s or PDC’s freedom to license, cross-license or otherwise dispose of any of PDC’s material owned intellectual property;

except as required by law, make (other than in the ordinary course of business consistent with past practice), revoke or amend any material election relating to taxes or change any of its tax accounting methods currently in effect, settle any tax proceeding or file any amended tax return, in each case, if such action is reasonably likely to result in an increase to a tax liability of PDC and/or its subsidiaries that is material to PDC and its subsidiaries, taken as a whole;

except as contemplated by PDC’s covenant in the merger agreement to use reasonable best efforts as described below under the subheading “—Reasonable Best Efforts Covenant,” enter into any agreement that limits in any material respect the ability of PDC or its subsidiaries or would (or would reasonably be expected to) limit in any material respect the ability of Chevron or its subsidiaries after the effective time of the merger to compete in or conduct any line of business or compete with any person in any geographic area or during any period;

enter into, submit an application for or pursue any new comprehensive area plan under the laws of the State of Colorado;

take any action that would reasonably be expected to prevent, materially delay, materially interfere with or materially impede the completion of the merger and the transactions contemplated by the Merger Agreement or making the completion of the transactions contemplated by the Merger Agreement illegal;merger agreement;

 

enter into any new derivatives or hedging instruments of any kind, other than new commodity hedges required to be entered into by the terms and conditions of PDC’s existing credit facility;

incur any third-party capital commitment in respect of any non-consented AFEs in excess of $5 million; or

agree or commit to do any of the foregoing.

The obligations of PDC and its subsidiaries described above will not apply to the marketing and sale of hydrocarbons in the ordinary course of business consistent with past practice.

Interim Operations of Chevron. The merger agreement provides that until the effective time of the merger, except with the prior written consent of PDC (such consent not to be unreasonably withheld, conditioned or delayed), Chevron and its subsidiaries will conduct their business in a manner not involving the entry by Chevron or its subsidiaries into lines of business that are materially different from the lines of business of Chevron and its subsidiaries as of the date of the merger agreement. In addition, Chevron has agreed that during this period, except with the prior written consent of PDC (such consent not to be unreasonably withheld, conditioned or delayed), it will not, and will not permit any of its subsidiaries to:

adopt or propose any change in the certificate of incorporation or by-laws of Chevron;

adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Chevron;

split, combine, subdivide or reclassify Chevron’s outstanding shares of capital stock, or declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to Chevron’s capital stock, other than regular quarterly cash dividends consistent with past practice, and in any case not including any special dividend (provided, however, that Chevron will not declare, set aside or pay any dividend except in accordance with the terms of the merger agreement described below under the heading “—Coordination of Dividends”);

acquire or agree to acquire any assets or property located in the DJ Basin, or any securities of any person owning or operating any assets or properties in the DJ Basin, if, individually or in the aggregate, such acquisition or acquisitions would reasonably be expected to prevent, materially impede, materially

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interfere with or materially delay the completion of the merger and the transactions contemplated by the merger agreement, with “DJ Basin” referring to the lands within the following counties in the State of Colorado: Adams, Arapahoe, Boulder, Broomfield, Denver, Douglas, Elbert, El Paso, Jefferson, Larimer, Morgan and Weld; or

agree or commit to do any of the foregoing.

PDC Stockholder Meeting. The merger agreement requires PDC, within 40 days from the Form S-4 clearance date (as defined below) (or, if PDC’s nationally recognized proxy solicitation firm advises 40 days from the Form S-4 clearance date is insufficient time to submit and obtain the PDC stockholder approval, such later date to which Chevron consents (such consent not to be unreasonably withheld, conditioned or delayed)), to duly call, give notice of, convene and hold a meeting of its stockholders (the “PDC stockholder meeting”), for the purpose of obtaining the PDC stockholder approval. The term “Form S-4 clearance date” refers to the date that is the earlier to occur of either (i) (A) the date that is ten days after the filing of Chevron’s registration statement on Form S-4, of which this informationproxy statement/prospectus forms a part, must have become effectiveif the SEC does not indicate it will be providing comments or (B) such earlier date as Chevron or PDC receives confirmation that the SEC will not provide comments or indicates that it does not plan to provide comments to the filing of such registration statement, or (ii) the date the SEC confirms that it has no further comments on such registration statement.

Without the prior written consent of Chevron, matters contemplated by the PDC stockholder approval are the only matters (other than matters of procedure and matters required by law to be voted on by PDC’s stockholders in connection therewith) that PDC may propose to be voted on by the PDC stockholders at the PDC stockholder meeting.

PDC may not adjourn, postpone or otherwise delay the PDC stockholder meeting without the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed) unless (i) after consultation with Chevron, PDC believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (A) solicit additional proxies necessary to obtain the PDC stockholder approval, or (B) distribute any supplement or amendment to the PDC proxy statement the distribution of which the PDC Board has determined in good faith to be necessary under applicable law after consultation with, and taking into account the Securities Actadvice of, outside legal counsel or (ii) for an absence of a quorum, in which case PDC will use its reasonable best efforts to obtain such a quorum as promptly as practicable. Notwithstanding the foregoing, (1) PDC may not, without the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed), postpone the PDC stockholder meeting more than a total of three times pursuant to clause (i)(A) or (ii) of the immediately preceding sentence, and no stop order suspending the effectivenesssuch postponement or adjournment pursuant to clause (i)(A) or (ii) of the registration statementimmediately preceding sentence will be, without the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding ten business days and in no event may PDC postpone the PDC stockholder meeting without the written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed) if doing so would require the setting of a new record date, and (2) if the PDC stockholder meeting is postponed, PDC will reconvene the PDC stockholder meeting at the earliest practicable date on which the PDC Board reasonably expects to have been issuedsufficient affirmative votes to obtain the PDC stockholder approval. PDC will otherwise coordinate and no proceedingscooperate with Chevron with respect to the timing of the PDC stockholder meeting and will otherwise comply with all legal requirements applicable to the PDC stockholder meeting. PDC will provide updates to Chevron with respect to the proxy solicitation for the PDC stockholders meeting (including interim results) as reasonably requested by Chevron.

No Solicitation. PDC has agreed that purposeit and its subsidiaries will have been initiatednot, and that it will direct and use its reasonable best efforts to cause its and its subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or threatened byindirectly:

take any action to solicit, initiate or knowingly encourage or knowingly facilitate the SEC;making of any acquisition proposal involving PDC or any inquiry with respect to an acquisition proposal;

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engage in discussions or negotiations with any person with respect to an acquisition proposal (except to notify them of the existence of the applicable non-solicitation provisions of the merger agreement);

 

thisdisclose any nonpublic information statement/prospectus must have been mailedor afford access to all NBLX Unitholders following the effectiveness of the registration statement, of which this information statement/prospectus forms a part, and at least 20 days priorproperties, books or records to the Closing; andany person that has made, or to PDC’s knowledge is considering making, an acquisition proposal;

 

the Chevron Common Stock deliverableapprove or recommend, or propose to the NBLX Limited Partners as contemplated by the Merger Agreement must have been approved for listing on the NYSE, subjectapprove or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to official notice of issuance.

The obligations of Chevron, Holdings and Merger Sub to effect the Merger are subject to the satisfactionan acquisition proposal; or waiver of the following additional conditions:

the representations and warranties in the Merger Agreement of NBLX and the General Partner:

o

with respect to NBLX’s and the General Partner’s organization, standing and power, the authority of NBLX and the General Partner to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, and the absence of certain changes or events, being true and correct in all respects, in each case, both when made and at and as of the date of the closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date);

o

with respect to NBLX’s capitalization, being true and correct in all respects, other than immaterial misstatements or omissions, both when made and at and as of the date of the closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and

o

with respect to all other representations and warranties, being true and correct both when made and at and as of the closing, as if made at and as of such time (except to the extent expressly

made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” on NBLX set forth in any individual representation or warranty), other than with respect to the filing of documents with the SEC, undisclosed liabilities, internal controls and information supplied for inclusion in this information statement/prospectus does not have, and would not reasonably be expected to have, individually or in the aggregate a “material adverse effect” on NBLX;

NBLX and the General Partner having performed in all material respects all obligations required to be performed by each under the Merger Agreement; and

 

the receipt by Chevron of an officer’s certificate signed on behalf of NBLX and the General Partner by an executive officerpropose publicly or agree to do any of the General Partner certifying that the preceding conditions have been satisfied.foregoing relating to an acquisition proposal.

The obligationAn “acquisition proposal” is any bona fide written offer or proposal for, or bona fide written indication of NBLX to effect the Merger is subject to the satisfaction or waiver of the following additional conditions:interest in, any:

 

the representations and warranties in the Merger Agreementdirect or indirect acquisition or purchase of Chevron, Holdings and Merger Sub:

o

with respect to Chevron’s, Holdings’ and Merger Sub’s organization, standing and corporate power, the authority of Chevron, Holdings and Merger Sub to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement,any business or assets of PDC or any of its subsidiaries that, other than the Chevron Stockholder Approval, no vote of holders of any class or series of the capital stock of Chevron is necessary to approve the issuance of Chevron Common Stock in connection with the Merger and the absence of certain changes or events, being true and correct in all respects, in each case, both when made and at and as of the date of the closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date);

o

with respect to its capitalization, being true and correct in all respects, other than immaterial misstatements or omissions, both when made and at and as of the date of the closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and

o

with respect to all other representations and warranties, being true and correct both when made and at and as of the closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” on Chevron set forth in any individual representation or warranty), other than with respect to the filing of documents with the SEC, undisclosed liabilities, internal controls, information supplied for inclusion in this information statement/prospectus does not have, and would not reasonably be expected to have, individually or in the aggregate a “material adverse effect” on Chevron;

Chevron, Holdings and Merger Sub having performed in all material respects all obligations required to be performed by each of them under the Merger Agreement; and

the receipt by NBLX of an officer’s certificate signed on behalf of Chevron by an executive officer of Chevron certifying that the preceding conditions have been satisfied.

For purposes of the Merger Agreement, the term “material adverse effect” means, when used with respect to a person, any change, condition, circumstance, effect, event, development, state of facts or occurrence that,

individually or in the aggregate, has hadconstitutes 20% or more of the net revenues, net income, EBITDA or assets of PDC and its subsidiaries, taken as a whole;

direct or indirect acquisition or purchase of 20% or more of any class of equity securities of PDC or of any of its subsidiaries whose business constitutes 20% or more of the net revenues, net income, EBITDA or assets of PDC and its subsidiaries, taken as a whole;

tender offer or exchange offer that, if completed, would reasonably be expected to haveresult in any person beneficially owning 20% or more of any class of equity securities of PDC or any of its subsidiaries whose business constitutes 20% or more of the net revenues, net income, EBITDA or assets of PDC and its subsidiaries, taken as a material adverse effect onwhole; or

merger, consolidation, business combination, joint venture, partnership, recapitalization, liquidation, dissolution or similar transaction involving PDC or any of its subsidiaries whose business constitutes 20% or more of the business, operations,net revenue, net income, EBITDA or assets liquidity, condition (financial or otherwise) or results of operations of such personPDC and its subsidiaries, taken as a whole, or prevents or materially impedes, interferes with or hinders a party’s ability to consummateother than the transactions contemplated by the Merger Agreement,merger agreement.

The PDC Board may, however, (i) comply with Rule 14e-2 under the Exchange Act with respect to an acquisition proposal or (ii) make any disclosure if, in the good faith judgment of the PDC Board, after consultation with outside counsel, the failure to make such disclosure would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to PDC’s stockholders under applicable law. If the disclosure relates to an acquisition proposal, it will be deemed to constitute a change in the PDC Board’s recommendation in favor of the adoption of the merger agreement unless the PDC Board reaffirms its recommendation in that disclosure. In addition, but subject to the terms and conditions contained in the merger agreement, prior to the adoption of the merger agreement by the PDC stockholders, PDC may:

furnish information and access, but only in response to a request, to any person, and its representatives (including sources of financing), making a bona fide, written acquisition proposal to the PDC Board after the date of the merger agreement that was not obtained as a result of a breach of the non-solicitation provisions or certain other deal-protection provisions of the merger agreement; and

participate in discussions and negotiate with the person or its representatives making such unsolicited acquisition proposal.

PDC may only furnish information and participate in discussions as described above, however, if PDC first delivers to Chevron written notice advising Chevron that PDC intends to take such action, and:

the PDC Board concludes in good faith, (i) after receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such acquisition proposal constitutes or could reasonably be expected to result in a superior proposal (as defined below) and (ii) that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to PDC’s stockholders under applicable law; and

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prior to any engagement or disclosure otherwise permitted by the merger agreement, PDC receives from the person making the acquisition proposal an executed confidentiality agreement whose material confidentiality terms are, in all material respects, no less favorable to PDC and no less restrictive to the person making the acquisition proposal than those contained in the existing confidentiality agreement between PDC and Chevron.

PDC also agrees that any material non-public information provided to such person described in the immediately preceding bullet that has not previously been provided to Chevron will be provided to Chevron prior to or substantially concurrently with the time it is provided to such person.

In the event that on or after the date of the merger agreement PDC receives an acquisition proposal or any request for nonpublic information relating to PDC or any of its subsidiaries or for access to the properties, books or records of PDC or any of its subsidiaries by any person that has made, or has informed PDC that it is considering making, an acquisition proposal, PDC will:

promptly (and in no event later than 24 hours after a director or senior executive officer of PDC becomes aware of such an acquisition proposal or request) notify (which notice will be provided orally and in writing and will identify the person making such acquisition proposal or request and set forth the material terms thereof) Chevron thereof;

keep Chevron reasonably and promptly informed of the status and material terms of (including changes to the status or material terms of) any such acquisition proposal or request;

on a daily basis at mutually agreeable times to be agreed in good faith by the parties, advise and confer with Chevron (including on an outside counsel basis) regarding the process of negotiations concerning any acquisition proposal or request and the material details (including material terms thereof) of any such acquisition proposal or request and respond in good faith to questions reasonably asked by Chevron (or its outside counsel) related thereto; and

as promptly as practicable (but in no event later than 24 hours after a director or senior executive officer of PDC becomes aware of receipt) provide Chevron unredacted copies of all material correspondence and material written materials sent or provided to PDC or any of its subsidiaries that describes any terms or conditions thereof (including any proposed transaction agreements and schedules and exhibits thereto and any financing commitments related thereto as well as written summaries of any material oral communications relating to the terms and conditions thereof).

A “superior proposal” is a bona fide written acquisition proposal for or in respect of at least a majority of the outstanding shares of PDC common stock or PDC’s and its subsidiaries’ assets on terms that the PDC Board determines, in its good faith judgment (after consultation with, and taking into account the advice of, a financial advisor of nationally recognized reputation and outside legal counsel), taking into account all the terms and conditions of such acquisition proposal, including likelihood of consummation on the terms proposed, all legal, financial, regulatory and other aspects of such proposal and any break-up fees, expense reimbursement provisions and conditions to consummation, as well as any revisions to the terms of the merger or the merger agreement proposed by Chevron, is more favorable to PDC’s stockholders than the merger and other transactions contemplated by the merger agreement.

PDC Board’s Recommendation to Stockholders. PDC has agreed that the PDC Board will recommend the adoption of the merger agreement to PDC’s stockholders and to include such recommendation in this proxy statement/prospectus. The merger agreement provides that, subject to the exceptions described below, neither the PDC Board nor any committee thereof will (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Chevron, the approval of the merger agreement, the merger or the recommendation of the PDC Board (any action referred to in this clause (i), a “change in the PDC recommendation”), or (ii) approve or recommend, or propose publicly to approve or recommend, any acquisition proposal. For purposes of the merger agreement, a change in the PDC recommendation includes any approval or

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recommendation (or public proposal to approve or recommend) of an acquisition proposal by the PDC Board or any committee thereof, or any failure by PDC to include the PDC Board recommendation in this proxy statement/prospectus. Notwithstanding the foregoing restrictions, prior to obtaining the PDC stockholder approval:

the PDC Board is permitted, in response to a superior proposal received after the date of the merger agreement and not resulting from a breach of the non-solicitation provisions or certain other deal-protection provisions of the merger agreement, to not make the PDC Board recommendation or to withdraw or modify, in a manner adverse to Chevron, the PDC Board recommendation, or to cause PDC to terminate the merger agreement in accordance with its terms to enter into a definitive agreement providing for a superior proposal, if:

the PDC stockholder approval has not been obtained;

the PDC Board determines in good faith, after consulting with outside legal counsel, that making the PDC Board recommendation or failing to take such action would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties under applicable law;

before taking any such action, PDC promptly gives Chevron written notice advising Chevron of the decision of the PDC Board to take such action, including the Mergerreasons for such action and specifying the material terms and conditions of the applicable acquisition proposal and the identity of the person making the proposal (and PDC promptly gives Chevron Stock Issuance, onsuch a notice with respect to any subsequent change in such proposal);

for a period of four business days following the notice delivered pursuant to the immediately preceding bullet (the “superior proposal match period”), Chevron is given the opportunity to propose revisions to the terms of the merger agreement (or to make another proposal) in response to such acquisition proposal and during such period PDC has made its representatives reasonably available to negotiate with Chevron (to the extent Chevron wishes to negotiate) with respect to such proposed revisions or before September 4, 2021; provided, however,other proposal, if any (provided that any amendment or modification (other than immaterial amendments or modifications) of such acquisition proposal will require a new notice period with a new superior proposal match period of three business days); and

the PDC Board determines in good faith that the acquisition proposal is a superior proposal at the end of the superior proposal match period (as may be extended) and after consultation with, and taking into account the advice of, a financial advisor of nationally recognized reputation and outside legal counsel, as well as any revisions to the terms of the merger or the merger agreement proposed by Chevron in a manner that would form a binding contract if accepted by PDC.

the PDC Board is permitted, in response to an intervening event (as defined below) occurring after the date of the merger agreement, to not make the PDC Board recommendation or to withdraw or modify, in a manner adverse to Chevron, the PDC Board recommendation, if:

the PDC stockholder approval has not been obtained;

the PDC Board determines in good faith, as a result of the intervening event, after consulting with outside legal counsel, that making the PDC Board recommendation or failing to so withdraw or modify the PDC Board recommendation would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to stockholders under applicable law;

before taking any such action, PDC promptly gives Chevron written notice advising Chevron of the decision of the PDC Board to take such action, which notice will describe the intervening event in reasonable detail;

for a period of five business days (the “intervening event match period”) after delivery of such notice, Chevron is given the opportunity to propose revisions to the terms of the merger agreement (or to make another proposal) in response to such intervening event and during such period PDC

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has made its representatives reasonably available to negotiate with Chevron (to the extent Chevron wishes to negotiate) with respect to such proposed revisions or other proposal, if any (provided that any change in fact (other than an immaterial change) relating to such intervening event will require a new notice period with a new intervening event match period of three business days); and

Chevron does not make, within the intervening event match period (as may be extended) a proposal in a manner that would form a binding contract if accepted by PDC that the PDC Board determines, in good faith after consultation with, and taking into account the advice of, a financial advisor of nationally recognized reputation and outside legal counsel, would obviate the need to not make or withdraw or modify the PDC Board recommendation.

An “intervening event” means any event, development or change in circumstances that was not known to the PDC Board, or the consequences of which were not reasonably foreseeable as of the date of the merger agreement, which event, change or development becomes known to the PDC Board prior to obtaining the approval of the PDC stockholders. However, the following events, changes conditions, circumstances, effects, events,or developments statewill not constitute an intervening event:

the receipt, existence or terms of factsan acquisition proposal or occurrences resulting fromany matter relating to, or due toconsequences of, such acquisition proposal; or

any change in the price or trading volume of PDC’s common stock, Chevron’s common stock or any other securities of PDC, Chevron or any of their respective subsidiaries (provided that the following willunderlying causes of such changes may constitute, or be disregardedtaken into account in determining whether there has been, a material adverse effect:an intervening event).

Except as permitted under the non-solicitation provisions of the merger agreement, notwithstanding (i) changes, conditions, circumstances, effects, events, developments, state of facts or occurrences generally affecting the economy, the financial or capital markets or political, legislative or regulatory conditions or changesany change in the industries in which such person operates;PDC recommendation, or (ii) the announcement or pendencymaking of any acquisition proposal, until termination of the Merger Agreementmerger agreement (A) in no event will PDC or any of its subsidiaries (1) enter into, or approve or recommend, or, except as set forth in the merger agreement, propose to approve or recommend, any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other agreement constituting or relating to an acquisition proposal, (2) except as required by applicable law or the provision of the merger agreement with respect to public announcements, make, facilitate or provide information in connection with any SEC or other regulatory filings in connection with the transactions contemplated by any acquisition proposal or (3) seek any third-party consents in connection with any transactions contemplated by any acquisition proposal and (B) PDC will otherwise remain subject to the terms of the merger agreement; provided, however, even if the PDC Board changes its recommendation in favor of the merger agreement in a manner adverse to Chevron (but provided that PDC does not terminate the merger agreement in order to accept a superior proposal), PDC must still call a stockholder meeting as otherwise required by the merger agreement and submit the merger agreement and the merger to the vote of PDC’s stockholders.

Reasonable Best Efforts Covenant. Chevron and PDC have agreed to cooperate with each other and use their reasonable best efforts to promptly:

take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under the merger agreement and applicable laws to complete and make effective the merger and the other transactions contemplated by the merger agreement as soon as practicable, including, without limitation, preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; and

obtain as soon as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to complete the merger and the other transactions contemplated by the merger agreement.

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Chevron and PDC submitted the notifications required under the HSR Act relating to the merger on June 5, 2023. Prior to closing, Chevron and PDC have agreed to each keep the other apprised of the status of matters relating to the completion of the merger and work cooperatively in connection with obtaining all required approvals or consents of any governmental agency, body, authority or entity in connection with the merger. Chevron and PDC have certain rights to review in advance and be informed of filings or written materials made or submitted by the other party to any third party and/or governmental agency, body, authority or entity in connection with the transactions contemplated by the Merger Agreementmerger agreement, and are required to provide the other party with the opportunity to participate in any meeting, teleconference or videoconference with any governmental agency, body, authority or entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by the merger agreement, provided that Chevron will have the principal responsibility, in consultation with PDC, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation law that may be asserted by any governmental agency, body, authority or entity with respect to the merger, and will do so in a manner reasonably designed to obtain any such clearance, consents, approvals or waiting period expirations or terminations as promptly as reasonably practicable and, in any event prior to the end date.

Without limiting the foregoing, Chevron and PDC have also agreed to use their reasonable best efforts to:

avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the closing, on or before the end date, including without limitation defending through litigation on the merits (including appeal) any claim asserted in any court by any person; and

avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental agency, body, authority or entity with respect to the merger so as to enable the closing of the merger to occur as soon as reasonably possible (and in any event no later than the end date), including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Chevron, PDC and their respective subsidiaries and (ii) otherwise taking or committing to take actions that after the closing date would limit Chevron or its subsidiaries’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Chevron, PDC and their respective subsidiaries, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any lawsuit or proceeding, which would otherwise have the effect of preventing or materially delaying the closing of the merger.

Chevron and, if requested by Chevron, PDC will agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or Chevron or Chevron’s subsidiaries’ ability to retain, any of the businesses, product lines or assets of Chevron, PDC or any of their respective subsidiaries, but only if such action is conditioned upon the completion of the merger. Neither PDC nor any of its subsidiaries may, in connection with any filing or submission required, action to be taken or commitment to be made by Chevron, PDC or any of their respective subsidiaries to complete the merger or other transactions contemplated by the merger agreement, without Chevron’s prior written consent, sell, divest or dispose of any assets, exclusively license any of PDC’s material owned intellectual property, commit to any sale, divestiture or disposal of businesses, product lines or assets of PDC and its subsidiaries or any exclusive license of PDC’s material owned intellectual property or take any other action or commit to take any action that would limit PDC’s, Chevron’s or any of their respective subsidiaries’ freedom of action with respect to, or their ability to retain any of, their businesses, product lines or assets or PDC’s material owned intellectual property.

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However, notwithstanding the foregoing, Chevron and its subsidiaries are not required to take (or to request or authorize PDC or any of its subsidiaries to undertake) any action if it would, or would reasonably be expected to, result in a substantial detriment. For this purpose, “substantial detriment” means any requirement to:

divest or hold separate, or limit the operation of, or agree to any other remedy (including any conduct remedies) with respect to any division, subsidiary, interest, business, product line, asset or property relating to the operations conducted by Chevron and its subsidiaries prior to, at or after the effective time of the merger, except specificallyas (i) contemplated in the second bullet below with respect to any division, subsidiary, interest, business, product line, asset or property of PDC and its subsidiaries prior to the closing of the merger and (ii) contemplated in the first sentence following the third bullet hereof;

divest or hold separate any division, subsidiary, interest, business, product line, asset or property of PDC and its subsidiaries which would, individually or in the aggregate (and after giving effect to any reasonably expected proceeds of any divestiture or sale of assets), result in, or be reasonably likely to result in, a material adverse effect on the financial condition, business, assets or continuing results of operations of PDC and its subsidiaries, taken as a whole, at or after the effective time of the merger; or

agree to any remedy that is not a divestiture or hold separate remedy with respect to PDC or any division, subsidiary, interest, product line, asset or property of PDC or any of its subsidiaries.

Chevron will, however, if required by an applicable governmental agency, body, authority or entity, agree to any requirement to provide prior notice to, or to obtain prior approval from, any governmental agency, body, authority or entity to the extent such requirement is immaterial to Chevron.

Certain Employee Benefits Matters. For a period of one year immediately following the effective time of the merger, Chevron will continue to provide to individuals who are employed by PDC and its subsidiaries as of the effective time of the merger who remain employed with Chevron or any of its subsidiaries (each an “affected employee”), for so long as such affected employee remains employed by Chevron or any of its subsidiaries, compensation and employee benefits:

pursuant to PDC’s or its subsidiaries’ compensation (including, equity incentive compensation, provided that Chevron may provide cash-based compensation in lieu of the grant date value of equity incentive compensation) and employee benefit plans, programs, policies and arrangements as provided to such affected employees immediately prior to the effective time of the merger, or

pursuant to compensation and employee benefit plans, programs, policies or arrangements maintained by Chevron or any subsidiary of Chevron providing coverage and benefits, which, in the aggregate, are no less favorable than those provided to employees of Chevron in positions comparable to positions held by affected employees of Chevron and its subsidiaries from time to time after the effective time of the merger.

Without limiting the foregoing, during such period, each affected employee’s base salary or wage rate, as applicable, and short-term cash incentive compensation opportunity will be, in each case, no less favorable than those provided to the affected employee immediately prior to the effective time of the merger.

Chevron will, or will cause the surviving corporation to, give affected employees full credit for purposes of determiningeligibility, vesting and benefit accruals (other than benefit accruals under any defined benefit pension or post-employment or retiree health or welfare plan that, in each case, is not a PDC benefit plan) under any employee benefit plans or arrangements maintained by Chevron or any subsidiary of Chevron for such affected employees’ service with PDC or any of its subsidiaries to the same extent recognized by PDC immediately prior to the effective time of the merger, except to the extent that such credit would result in a duplication of benefits or compensation for the same period of service.

Chevron will, or will cause the surviving corporation to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to

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the affected employees under any welfare benefit plans that such employees may be eligible to participate in after the effective time of the merger, other than limitations or waiting periods that are already in effect with respect to such affected employees and that have not been satisfied as of the effective time of the merger under any welfare plan maintained for the affected employees immediately prior to the effective time of the merger, and (ii) for the first plan year of eligibility, provide each affected employee with credit for any co-payments and deductibles paid prior to the commencement of participation in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such affected employees are eligible to participate in after the effective time of the merger. For this purpose, references to “affected employees” also refer to the applicable affected employee’s eligible dependents.

If requested by Chevron in writing delivered to PDC not less than five business days prior to the closing date, PDC and each of its subsidiaries will adopt resolutions and take all such corporate action as is necessary to terminate each 401(k) plan maintained, sponsored or contributed to by PDC or any of its subsidiaries, in each case, contingent upon the occurrence of the closing of the merger and effective as of the day immediately prior to the closing date, and PDC will provide Chevron with evidence that such PDC 401(k) plans have been properly terminated, with the form of such termination documents subject to the reasonable approval of Chevron. To the extent such PDC 401(k) plans are terminated pursuant to Chevron’s request, the affected employees will be eligible to participate in a 401(k) plan maintained by Chevron or one of its subsidiaries immediately following the closing date, and such affected employees will be entitled to effect a direct rollover of any eligible rollover distributions, including any outstanding loans, to such 401(k) plan maintained by Chevron or its subsidiaries.

For additional information on certain other compensation-related matters covered in the merger agreement that affect PDC’s directors and executive officers, please see the section entitled “The Merger—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55.

Indemnification and Insurance of PDC Directors and Officers. Chevron has agreed that:

for six years after the effective time of the merger, it will cause the surviving corporation and each of its subsidiaries to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of the merger agreement or who becomes, prior to the effective time of the merger, a director, officer or employee of PDC or of such subsidiary, as applicable, or who acts as a fiduciary under any PDC benefit plan or is or was serving at the request of PDC or of such subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement of, or incurred in connection with, any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case, whether therecivil, criminal, administrative, investigative or otherwise and whether or not such claim or proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action to which such person is a party or is otherwise involved based, in whole or in part, on or arising, in whole or in part, out of the fact such person is or was a director, officer or employee of PDC or of such subsidiary, a fiduciary under any PDC benefit plan or is or was serving at the request of PDC or such subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by such person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the effective time of the merger and whether asserted or claimed prior to, at or after the effective time of the merger, in each case to the fullest extent permitted by applicable law; and

it will cause the surviving corporation to put in place, and Chevron will fully prepay no later than immediately prior to the closing of the merger, “tail” insurance policies with a claims reporting or discovery period of at least six years from the effective time of the merger with insurance companies

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having the same or better AM Best Financial rating as PDC’s current directors’ and officers’ liability insurance companies with terms and conditions no less favorable than the current directors’ and officers’ liability insurance policies maintained by PDC with respect to matters, acts or omissions existing or occurring at or prior to the effective time of the merger; provided that Chevron may elect in its sole discretion, but will not be required, to spend more than a mutually agreed cap amount for the six years of coverage under such “tail” policy; provided further that if the cost of such insurance exceeds such cap amount, and Chevron elects not to spend more than the cap amount for such purpose, then Chevron will purchase as much coverage as is reasonably available for the cap amount.

Coordination of Dividends. Chevron and PDC have agreed to coordinate their record and payment dates for their regular quarterly dividends to ensure that (i) PDC stockholders will not receive two dividends, or fail to receive one dividend, in any quarter with respect to their PDC common stock and Chevron common stock that such holders receive in exchange therefor in the merger and (ii) without limiting clause (i), PDC will ensure that the date on which any quarterly dividend is declared and the record date with respect to any quarterly dividend is no later than five business days following the one-year anniversary of such dates for the corresponding quarter of the preceding year (provided that in the quarter in which the closing of the merger occurs, if the record date of Chevron’s quarterly dividend has been declared and is a date prior to the effective time of the merger, then such quarterly dividend declaration date and record date of PDC will occur no later than such date as is necessary to ensure that holders of PDC common stock receive a quarterly dividend in accordance with clause (i)).

Other Covenants. The merger agreement contains certain other covenants and agreements, including covenants relating to, among other matters:

the resignations of PDC directors at the effective time of the merger and the filling of the resulting vacancies by persons who are directors of Merger Subsidiary immediately prior to the effective time of the merger;

PDC providing Chevron with a list of employees who would be affected by any facility closings or employee layoffs or reductions in force that would trigger the notice requirements under the WARN Act and that would occur between the date of the merger agreement and the closing date;

Chevron taking all necessary actions to cause the shares of Chevron common stock issuable in connection with the merger to be listed on the NYSE (subject to official notice of issuance);

Chevron causing Merger Subsidiary to comply with its obligations under the merger agreement;

cooperation between PDC and Chevron regarding additional filings with governmental entities;

cooperation between PDC and Chevron in the preparation of this proxy statement/prospectus;

confidentiality and access by each party to certain information about the other party during the period before the effective time of the merger;

not taking (or permitting any subsidiaries to take) any action that would prevent or impede, or could reasonably be expected to prevent or impede, the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and intending to report (and to cause subsidiaries to report) the merger for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code, provided that none of Chevron, PDC or any subsidiary of either will have any liability to any PDC stockholder should the merger fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

cooperation between PDC and Chevron in connection with public announcements;

further assurances regarding actions necessary to vest, perfect or confirm of record in the surviving corporation any and all right, title and interest in the rights, properties or assets of PDC as a result of the merger;

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notification to the other party of any notices from governmental entities or any actions commenced or threatened in connection with the merger;

taking all actions as are legally permissible to eliminate or minimize the effects of takeover laws on the merger and the transactions contemplated thereby;

causing any dispositions of PDC common stock resulting from the merger and any acquisitions of Chevron common stock resulting from the merger by each individual who is a director or officer of PDC or at the effective time of the merger will become a director or officer of Chevron to be exempt under Rule 16b-3 promulgated under the Exchange Act;

cooperation between the parties and the use of PDC’s reasonable best efforts to cause (a) the delisting of the PDC common stock from Nasdaq as promptly as practicable after the effective time of the merger and (b) deregistration of the PDC common stock pursuant to the Exchange Act as promptly as practicable after such delisting;

cooperation between the parties with respect to the treatment of certain indebtedness of PDC; and

cooperation between PDC and Chevron in the defense or settlement of any stockholder litigation relating to the merger; and

the execution and delivery by Chevron, in its capacity as the sole stockholder of Merger Subsidiary, of a written consent adopting the merger agreement.

Representations and Warranties

PDC makes various representations and warranties to Chevron in the merger agreement that are subject in some cases to exceptions and qualifications set forth in the merger agreement. These representations and warranties relate to, among other things:

corporate authorization to enter into the merger agreement and to complete the transactions contemplated by the merger agreement;

the stockholder vote and governmental approvals required in connection with the contemplated transactions;

absence of any breach of organizational documents, law or certain material agreements as a result of the contemplated transactions;

capitalization;

ownership of subsidiaries;

filings with the SEC;

financial statements;

accuracy of information provided for inclusion in this proxy statement/prospectus;

disclosure controls and procedures and internal controls over financial reporting;

absence of material changes since December 31, 2022;

absence of undisclosed material liabilities;

litigation;

tax matters;

employee benefits and employment matters;

compliance with laws;

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regulatory matters, including compliance with (i) anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010, (ii) money laundering related laws, such as the U.S. Currency and Foreign Transaction Reporting Act of 1970, the U.S. Money Laundering Control Act of 1986 and the USA PATRIOT Act of 2011 and (iii) economic sanctions/trade laws;

environmental matters;

title to properties;

hydrocarbon contracts;

material contracts and confidentiality or standstill agreements;

intellectual property;

brokers’ or advisors’ fees;

receipt by PDC of the opinion of PDC’s financial advisor as to the fairness, from a financial view, of the consideration to be paid in the merger to the PDC stockholders pursuant to the merger agreement;

inapplicability of the Delaware anti-takeover statute; and

absence of action or circumstance that could reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

In addition, Chevron and Merger Subsidiary make representations and warranties to PDC. These representations and warranties relate to, among other things:

corporate authorization to enter into the merger agreement and to complete the transactions contemplated by the merger agreement;

the governmental approvals required in connection with the contemplated transactions;

absence of any breach of organizational documents, law or certain material agreements as a result of the contemplated transactions;

capitalization;

filings with the SEC;

financial statements;

accuracy of information provided for inclusion in this proxy statement/prospectus;

disclosure controls and procedures and internal controls over financial reporting;

absence of material changes since December 31, 2022;

absence of undisclosed material liabilities;

litigation;

compliance with laws;

capitalization of Merger Subsidiary;

absence of action or circumstance that could reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; and

ownership of PDC common stock.

The representations and warranties in the merger agreement do not survive the effective time of the merger or any termination of the merger agreement.

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Certain of the representations and warranties made by the parties are qualified as to “knowledge”, “materiality,” “impairment effect” or “material adverse effect.” For purposes of the merger agreement, “impairment effect” means, with respect to either Chevron or PDC, as applicable, partiesany matter that would prevent, materially delay or materially impede completion by the relevant party of the merger or the other transactions contemplated by the merger agreement. For purposes of the merger agreement, “material adverse effect” means, with respect to either Chevron or PDC, as applicable, any state of facts, change, development, event, effect, condition or occurrence (each, an “effect”) that, individually or in the Merger Agreement relatingaggregate, results in a material adverse effect on the financial condition, business, assets or continuing results of operations of the relevant company and its subsidiaries, taken as a whole. However, in no event will any of the following effects, alone or in combination, be deemed to noncontraventionconstitute, or be taken into account, in determining whether there has been, or would be, a material adverse effect:

any changes or conditions in the U.S. or any other national or regional economy, any global economic changes or conditions or securities, credit, financial or other capital markets conditions;

any changes or conditions affecting the oil and gas industry in general (including changes to the prices of commodities or of the raw material inputs or value of the outputs of the relevant company’s products, general market prices and regulatory changes affecting the industry);

any weather-related or other force majeure event or outbreak (including earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters);

pandemics, epidemics, COVID-19 measures, acts of war (whether or not declared), armed hostility (by recognized governmental forces or otherwise), sabotage, terrorism or cyber-attack, and any escalation or general worsening of any of the foregoing or other response to any governmental bodies, agencies, officials or authorities (including requirements for business closures, restrictions on operations or “sheltering-in-place”);

effects resulting from the negotiation, execution, announcement, pendency, compliance with or performance of the merger agreement, the transactions contemplated thereby or the terms thereof or the consummation of the transactions contemplated thereby, including the impact thereof on the relationships of the relevant company and its subsidiaries with customers, suppliers, partners, employees or governmental bodies, agencies, officials or authorities (provided that this clause will not apply to any representation or warranty made by the parties andrelevant company in the satisfactionsection titled “Non-Contravention” of the closing conditionsmerger agreement (and solely with respect to a PDC material adverse effect, certain representations and warranties set forth in the Merger Agreementmerger agreement related to, as a result of the consummation of the transactions contemplated by the merger agreement (either alone or in combination with another event), (i) the entitlement of any current or former employee, individual independent contractor, director or officer of PDC or any of its subsidiaries to severance pay, unemployment compensation or any other payment (except as provided in the merger agreement), (ii) the acceleration of the time of payment or vesting or the increase in the amount of compensation due to any such current or former employee, individual independent contractor, director or officer or the triggering of any other material obligation pursuant to any company benefit plan (except as provided in the merger agreement), (iii) the requirement of any funding of any compensation or benefit owed to any such current or former employee, individual independent contractor, director or officer (except as provided in the merger agreement) or (iv) the treatment of any payment to any disqualified individual that would reasonably be expected to, individually or in combination with any other such payment, constitute an excess parachute payment (or any condition to any party’s obligation to complete the merger relating to such representation and warranty) to the extent the purpose of such representation and warranty is to address the consequences resulting from the execution and delivery of the merger agreement or the consummation of the merger);

any action taken or failure to take action which the other party has requested in writing (or, solely with respect to such representationsa PDC material adverse effect, any action not consented to when reasonably (taking into account the reasonableness perspectives of each of Chevron and warranties,PDC) asked by PDC under the taking

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provisions of the merger agreement governing the conduct of its business prior to the effective time of the merger);

changes in applicable law or regulation or government policy (including, solely with respect to a PDC material adverse effect, changes or other material developments in any Colorado state, county or local law, regulation or policy impacting the oil and gas industry) or in GAAP or in accounting standards, or any changes in the interpretation or enforcement of any action expressly permittedof the foregoing, or expressly contemplated byany changes in general legal, regulatory or political conditions (including, solely with respect to a PDC material adverse effect, changes or other material developments in any Colorado state, county or local legal, regulatory, permitting or political conditions impacting the Merger Agreement; (iii) oil and gas industry);

any changedecline in the market price, or change in trading volume, of the limited partner interests, sharesrelevant company’s capital stock;

any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, or budgets or internal or published financial or operating predictions of common stockrevenue, earnings, cash flow or other equity securities of such personcash position (it being understood and agreed that the foregoing does not preclude any other partyexceptions in this clause and the clause immediately prior to the Merger Agreement from asserting that any facts or occurrences giving risethis clause (and, solely with respect to or contributing to such change that are not otherwise excluded from the definition ofa PDC material adverse effect, should be deemedthe clause immediately following this clause), will not prevent or otherwise affect a determination that the underlying cause of any such change, decline or failure referred to constitute,therein (if not otherwise falling within any of the exceptions provided in the merger agreement) is a material adverse effect); or

solely with respect to a PDC material adverse effect, any downgrade in PDC’s credit rating;

provided that, in the case of the first four clauses listed above, to the extent the impact on the relevant company and its subsidiaries, taken as a whole, is disproportionately adverse compared to the impact on similarly situated entities, the incrementally disproportionate impact or impacts will be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect); (iv) acts of war, terrorism (including domestic terrorism and cyberterrorism) or other hostilities (or the escalationeffect.

Conditions to Completion of the foregoing), whether or not pursuantMerger

The obligations of each of Chevron, PDC and Merger Subsidiary to complete the merger are subject to the declaration of a national emergencysatisfaction or, war, pandemics (includingto the COVID-19 pandemic, any mutation or variationextent permitted by law and in accordance with the merger agreement, waiver of the virus underlyingfollowing conditions:

adoption by the COVID-19 pandemicPDC stockholders of the merger agreement;

expiration or any health conditions related thereto), epidemics or natural disasters or other force majeure events; (v) changes intermination of any applicable laws or regulations applicable to such person or applicable accounting regulations or principles or the interpretation thereof; (vi) any proceedings commenced by or involving any current or former member, partner or stockholder of such person or any of its subsidiaries arising out of orHSR Act waiting period related to the Merger Agreementmerger;

absence of any provision of any applicable law or regulation, and of any judgment, injunction, order or decree, that prohibits or enjoins the transactions contemplatedcompletion of the merger;

Chevron’s registration statement on Form S-4, which includes this proxy statement/prospectus, being effective and not subject to any stop order by the SEC; and

approval for the listing on the NYSE of the shares of Chevron common stock to be issued in the merger, subject to official notice of issuance.

In addition, the obligations of each of Chevron and Merger Agreement; (vii) changes, effects, eventsSubsidiary to complete the merger are subject to the satisfaction or, occurrences generally affectingto the pricesextent permitted by law and in accordance with the merger agreement, waiver of oil, natural gas or other carbon-based sourcesthe following conditions:

the representations and warranties of energy or power; (viii) any failurePDC relating to the absence of a person to meet any internal or external projections, budgets, forecasts or estimates of revenues, earnings or other financial or operating metrics for any period (it being understood and agreed that the foregoing does not preclude any other party to the Merger Agreement from asserting that any facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition ofPDC material adverse effect should be deemedbeing true and correct in all respects at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the date of the merger agreement and at and as of the closing date (except representations and warranties that are made as of a particular date or period, in which case only as of such date or period);

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the representations and warranties of PDC relating to the authorized and outstanding capital stock of PDC being true and correct at and as of the closing date as though made at and as of the closing date except for any inaccuracies that individually or in the aggregate are de minimis relative to the total fully diluted equity capitalization of PDC (except representations and warranties that are made as of a particular date or period, in which case only as of such date or period);

the other representations and warranties of PDC relating to constitute,capitalization being true and correct (disregarding all qualifications or be taken into accountlimitations as to “material”, “materiality” or “PDC material adverse effect”) in determining whether there has been,all material respects at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date (except representations and warranties that are made as of a particular date or would reasonably be expectedperiod, in which case only as of such date or period);

all other representations and warranties of PDC being true and correct at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date except where the failure to be aso true and correct (disregarding all qualifications or limitations as to “material”, “materiality” or “PDC material adverse effect); (ix) with respect to Chevron only, any effect toeffect”) would not, individually or in the extent resulting from a change, condition, circumstance, effect, event, development, state of facts or occurrence that has a material adverse effect on NBLX and its subsidiaries; provided, however, that changes, conditions, circumstances, effects, events, developments, state of facts or occurrences referred to in clauses (i), (iv), (v) and (vii) above will be considered for purposes of determining whether there has been or would reasonably be expected to be a material adverse effect if and to the extent such changes, conditions, circumstances, effects, events, developments, state of facts or occurrences have had or wouldaggregate, reasonably be expected to have a disproportionatePDC material adverse effect on such person and its subsidiaries, taken as a whole, as compared to other companies of similar size operating in the industries in which such person and its subsidiaries operate.

For purposes of the Merger Agreement, except where expressly provided otherwise, NBLX and its subsidiaries are not considered subsidiaries of Chevron, NBL or affiliates of Chevron, NBL or any of their subsidiaries (including the General Partner and Merger Sub).

Representations and Warranties

The Merger Agreement contains(except representations and warranties by Chevron, Holdings and Merger Sub, on the one hand, and NBLX and the General Partner, on the other hand.

These representations and warranties have beenthat are made solely for the benefitas of the parties to the Merger Agreement and:

may be intended nota particular date or period, in which case only as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;such date or period);

 

have been qualifiedperformance in all material respects of all of the obligations of PDC required to be performed by disclosures that were madeit in the merger agreement as of or prior to the other party in connection with the negotiationclosing date of the Merger Agreement, which disclosures may not be reflected in the Merger Agreement;merger; and

 

may apply standardsreceipt of materialitya certificate executed by an authorized officer of PDC certifying that the conditions above have been satisfied.

In addition, the obligations of PDC to complete the merger are subject to the satisfaction or, to the extent permitted by law and in a way that is different from what may be viewed as material to you or other investors.accordance with the merger agreement, waiver of the following conditions:

Accordingly, these

the representations and warranties should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this information statement/prospectus and in the documents incorporated by reference into this information statement/prospectus, which may include information that updates, modifies or qualifies the information set forth in the representations and warranties.

The representations and warranties made byof Chevron Holdings and Merger Sub relateSubsidiary relating to among other things:

organization, standingthe absence of a Chevron material adverse effect being true and similar organizational matters;

capital structure;

due authorizationcorrect in all respects at and as of the Merger Agreementclosing date as though made at and the transactions contemplated by the Merger Agreement, absence of any conflicts with third parties created by such transactions and the voting requirements for such transactions;

required consents and approvals of governmental entities in connection with the transactions contemplated by the Merger Agreement;

documents filed with the SEC;

no undisclosed liabilities or obligations;

maintenance of a system of internal controls;

absence of changes or events since December 31, 2020;

legal proceedings;

compliance with applicable laws;

information supplied in connection with this information statement/prospectus and the registration statement of which it is a part;

brokers and other advisors;

the Investment Company Act of 1940, as amended; and

no other representations and warranties.

Additionally, Chevron, Holdings and Merger Sub made representations and warranties to NBLX and the General Partner related to their ownership of NBLX Common Units.

The representations and warranties made by NBLX and the General Partner relate to, among other things:

organization, standing and similar organizational matters;

capital structure;

due authorization of the Merger Agreement and the transactions contemplated by the Merger Agreement, absence of any conflicts with third parties created by such transactions and the voting requirements for such transactions;

required consents and approvals of governmental entities in connection with the transactions contemplated by the Merger Agreement;

documents filed with the SEC;

no undisclosed liabilities or obligations;

maintenance of a system of internal controls;

absence of changes or events since December 31, 2020;

legal proceedings;

compliance with applicable laws and the possession of certain permits;

environmental matters;

information supplied in connection with this information statement/prospectus and the registration statement of which it is a part;

benefit plans and other employee matters;

real property;

regulatory matters;

opinions of financial advisors;

brokers and other advisors;

insurance;

the Investment Company Act of 1940, as amended; and

no other representations and warranties.

Conduct of Business Prior to Closing

Under the Merger Agreement, Chevron, on the one hand, and each of NBLX and the General Partner, on the other hand, has undertaken certain covenants that place restrictions on it and its respective subsidiaries from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, unless the other party gives its prior written consent (which consent cannot be unreasonably withheld, conditioned or delayed).

Subject to certain exceptions, unless Chevron consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), each of NBLX and the General Partner have agreed, and will cause each of their respective subsidiaries, to (i) conduct its business in the ordinary course of business consistent with past practice; provided, that it will not prohibit NBLX and its subsidiaries from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (x) changes or developments resulting or arising from the COVID-19 pandemic or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to NBLX to take commercially reasonable actions outside of the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any, (iii) use commercially reasonable efforts to keep in full force and effect all material permits and all material insurance policies maintained by NBLX and its subsidiaries, other than changes to such policies made in the ordinary course of business, and (iv) use commercially reasonable efforts to comply in all material respects with all applicable laws and the requirements of NBLX material contracts.

Subject to certain exceptions, unless Chevron consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), NBLX and the General Partner, will not, and will not permit their respective subsidiaries to:

amend the organizational documents (whether by merger, consolidation, conversion or otherwise) of such entity in any manner that would reasonably be expected to prevent or in any material respect hinder, impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the Merger or the other transactions contemplated by the Merger Agreement;

declare, authorize, set aside or pay any distribution payable in cash, equity or property in respect of any NBLX Common Units, other than regular quarterly cash distributions on the NBLX Common Units not to exceed $0.1875 per NBLX Common Unit;

issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any equity securities of NBLX or any of its subsidiaries, or securities convertible or exchangeable into or exercisable for any equity securities, or any options, warrants or other rights of any kind to acquire any equity securities or such convertible or exchangeable securities or interests other than issuances of NBLX Common Units upon vesting or settlement of Partnership LTIP Awards that are outstanding on the date of the Merger Agreement or otherwise granted in compliance with the Merger Agreement;

make any capital expenditure or capital expenditures (which include, any investments by contribution to capital, property transfers, purchase of securities or otherwise), except as set forth in NBLX’s budgeted capital expenditure plan as of the date of the Merger Agreementmerger agreement and at and as of the closing date (except representations and warranties that are made as of a particular date or period, in which case only as may be reasonably required to conduct emergency operations, repairsof such date or replacements on any well, pipeline, or other facility;period);

 

make any acquisition or disposition, directly or indirectly (including by merger, consolidation, acquisition of assets, tender or exchange offer or otherwise), of any business or any corporation,

 

partnership, limited liability company, joint venture or other business organization or division thereof orthe representations and warranties of Chevron and Merger Subsidiary relating to the authorized and outstanding capital stock of Chevron being true and correct at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date except for any propertyinaccuracies that individually or assets of any other person, other than immaterial acquisitions or dispositions in the ordinary courseaggregate are de minimis relative to the total fully diluted equity capitalization of business;Chevron (except representations and warranties that are made as of a particular date or period, in which case only as of such date or period);

 

make any loansthe other representations and warranties of Chevron and Merger Subsidiary relating to capitalization being true and correct in all material respects at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date (except representations and warranties that are made as of a particular date or advances to any person (other than (x) loansperiod, in which case only as of such date or advances to its employees in the ordinary course of business consistent with past practice, (y) loans and advances to NBLX or any of its subsidiaries and (z) trade credit granted in the ordinary course of business consistent with past practice)period);

 

incur, refinanceall other representations and warranties of Chevron and Merger Subsidiary being true and correct (disregarding all qualifications or assume,limitations as to “material”, “materiality” or prepay“Chevron material adverse effect”) at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date, except where the failure to be so true and correct would not, individually or repurchase, any indebtedness for borrowed money or guarantee any such indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of NBLX or any of its subsidiaries, other than (w) borrowings under NBLX’s revolving credit facility, (x) borrowings from NBLX or any of its subsidiaries by NBLX or any of its subsidiaries, (y) repayments of borrowings from NBLX or any of its subsidiaries by NBLX or any of its subsidiaries and guarantees by NBLX or any of its subsidiaries of indebtedness of NBLX or any of its subsidiaries and (z) repayments or repurchases required pursuant toin the terms of such indebtedness for borrowed money or debt securities;

split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any other similar transaction with respect to any such entity’s capital stock or other equity interests;

adopt a plan or agreement of complete or partial liquidation, dissolution or restructuring or a plan or agreement of reorganization under any bankruptcy or similar law;

waive, release, assign, settle or compromise any proceeding, including any state or federal regulatory proceeding seeking damages or injunction or other equitable relief, which waiver, release, assignment, settlement or compromise wouldaggregate, reasonably be expected to have a Chevron material adverse effect on NBLX;(except representations and warranties that are made as of a particular date or period, in which case only as of such date or period);

 

(t) change its fiscal year or any material method of tax accounting, (u) make, change or revoke any material tax election (including any entity classification election under Treasury Regulations Section 301.7701-3), (v) settle or compromise any liability for taxes or any audit, examination or other legal proceeding in respect of a material amount of taxes, (w) file any material amended tax return, (x) enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material tax, (y) surrender any right to claim a material tax refund or (z) consent to any extension or waiver of the statute of limitations period applicable to any material tax claim or assessment;

make any material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by a change in GAAP or applicable law;

engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of NBLX for any calendar quarter since its formation and prior to the Effective Time to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code;

except as required by applicable law or the terms of any benefit plan of NBLX existing and in effect on the date of the Merger Agreement or as contemplated by the Merger Agreement, (w) establish, adopt, materially amend or modify, commence participation in or terminate (or commit to establish, adopt, materially amend or modify, commence participation in or terminate) any material benefit plan of NBLX (or any plan or arrangement that would be a material benefit plan of NBLX if in effect as of the date of the Merger Agreement), (x) materially increase in any manner the compensation, severance or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of the General Partner, NBLX or any of their

respective subsidiaries, or enter into or amend any employment, severance, termination, retention or consulting agreement, in each case, other than in the ordinary course of business, (y) accelerate any material rights or benefits under any benefit plan of NBLX or (z) grant or amend any Partnership LTIP Awards or other equity awards, except in the ordinary course of business; or

agree, in writing or otherwise, to take any of the foregoing actions, or take any action or agree, in writing or otherwise, to take any action, including proposing or undertaking any merger, consolidation, acquisition or disposition, in each case, that would reasonably be expected to prohibit, prevent or in any material respect hinder, impede or delay the ability of the parties to satisfy any of the conditions to or the completion of the Merger or the other transactions contemplated by the Merger Agreement.

Subject to certain exceptions, unless NBLX consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Chevron has agreed, and will cause Holdings and Merger Sub, to (i) conduct its business in the ordinary course of business consistent with past practice; provided, that it will not prohibit Chevron from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (x) changes or developments resulting or arising from the COVID-19 pandemic or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Chevron to take commercially reasonable actions outside of the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, (iii) use commercially reasonable efforts to keep in full force and effect all material permits and all material insurance policies maintained by Chevron, other than changes to such policies made in the ordinary course of business, and (iv) use commercially reasonable efforts to complyperformance in all material respects with all applicable laws and the requirements of all Chevron material contracts.

Subject to certain exceptions, unless NBLX consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Chevron will not, and will not permit Holdings or Merger Sub to:

amend Chevron’s organizational documents (whether by merger, consolidation, conversion or otherwise) in any manner that would reasonably be expected to (a) prevent or in any material respect hinder, impede or delay the ability of the partiesobligations of Chevron required to satisfy anybe performed by it in the merger agreement as of or prior to the closing date of the merger; and

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receipt of a certificate executed by an authorized officer of Chevron certifying that the conditions to or the completionabove have been satisfied.

Termination of the Merger or the other transactions contemplated by the Merger Agreement or (b) adversely affect the terms of the Chevron Common Stock in any material respect;

merge, consolidate or enter into any other business combination transaction orRight to Terminate. The merger agreement with any person in which such other person is the surviving entity;

adopt a plan or agreement of complete or partial liquidation, dissolution or restructuring of Chevron or a plan or agreement of reorganization of Chevron under any bankruptcy or similar law;

agree, in writing or otherwise, to take any of the foregoing actions.

Agreement to Take Further Action and to Use Reasonable Best Efforts

Each of Chevron, Holdings and Merger Sub, on the one hand, and NBLX and the General Partner, on the other hand, will cooperate with the other and use and cause their respective subsidiaries to use their reasonable best efforts to (i) take, or cause tomay be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the closing to be satisfied as promptly as practicable (and in any event no later than September 4, 2021), including, for the avoidance of doubt, in the case of Chevron and the General Partner, until the Effective Time or the termination of the Merger Agreement, retaining ownership and voting control, directly or indirectly, over all NBLX Common Units and the general partner

interest in NBLX beneficially owned by Chevron, any of its subsidiaries or the General Partner, as applicable, as of the date of the Merger Agreement or acquired thereafter and to complete and make effective, in the most expeditious manner practicable, the transactions contemplated by the Merger Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain promptly (and in any event no later than September 4, 2021) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any governmental authority or third party necessary, proper or advisable to complete the transactions contemplated by the Merger Agreement and (iii) defend any proceedings challenging the Merger Agreement or the completion of the transactions contemplated by the Merger Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to complete the transactions contemplated by the Merger.

Dividends and Distributions

After the date of the Merger Agreement and prior to the Effective Time, each of Chevron and NBLX will coordinate with the other regarding the timing of any dividends or distributions in respect of Chevron Common Stock and NBLX Common Units and the record dates and payment dates relating thereto. It is the intention of Chevron and NBLX that NBLX Public Unitholders not receive, for any quarter, distributions both in respect of NBLX Common Units and also dividends in respect of Chevron Common Stock they receive in exchange for such NBLX Common Units in the Merger.

Conflicts Committee

Prior to the earlier of the Effective Time and the termination of the Merger Agreement, Chevron will not, and will not permit any of its subsidiaries to, take any action intended to cause the General Partner (or the sole member of the General Partner) to, without the consent of a majority of the then-existing members of the Conflicts Committee, eliminate the Conflicts Committee, revoke or diminish the authority of the Conflicts Committee or remove or cause the removal of any director of the General Partner who is a member of the Conflicts Committee either as a director or as a member of such committee.

Access to Information

Until completion of the Merger, each of Chevron, Holdings, Merger Sub, NBLX and the General Partner has agreed to, and to cause each of its subsidiaries to, afford the other parties and their respective representatives, reasonable access during normal business hours and on certain conditions, to all of its and its subsidiaries’ respective properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other representatives, in each case for integration and operational planning related to the transactions contemplated by the Merger Agreement.

Indemnification and Insurance

The Merger Agreement provides that from and after the Effective Time, to the fullest extent permitted under applicable laws, Chevron will, and will cause NBLX (as the surviving entity of the Merger) to, (i) indemnify and hold harmless against any reasonable cost or expenses (including reasonable attorneys’ fees and all other reasonable costs, expenses and obligations), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement in connection with any actual or threatened legal proceeding, and provide advancement of expenses with respect to each of the foregoing to any person who is now, or has been or becomesterminated at any time prior to the Effective Time, an officer, director or employeeeffective time of Chevron, NBLX, the General Partner, NBL ormerger, even if the PDC stockholders have previously approved the merger, in any of their respective subsidiaries and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of

expenses contained in the organizational documents of NBLX and the General Partner immediately prior to the Effective Time and ensure that the organizational documents of NBLX and the General Partner or any of their respective successors or assigns, if applicable, will for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of NBLX and the General Partner than are presently set forth in such organizational documents. In addition, NBLX (as the surviving entity of the Merger), or Chevron, on behalf of NBLX, will maintain in effect for six years following the Effective Time NBLX’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to any person who is now, or has been or becomes at any time prior to the Effective Time, an officer, director or employee of Chevron, NBLX, the General Partner, NBL or any of their respective subsidiaries, provided that in no event will NBLX or Chevron, as applicable, be required to expend more than an amount per year equal to 300% of current annual premiums paid by NBLX for such insurance.

Certain Tax Matters

For U.S. federal income tax purposes (and for purposes of any applicable state, local or foreign tax that follows the U.S. federal income tax treatment), the parties have agreed to treat the Merger as a taxable sale of the NBLX Common Units (other than those held by Chevron and its subsidiaries) to Holdings in exchange for the Merger Consideration. The parties will prepare and file all tax returns consistent with the foregoing and will not take any inconsistent position on any tax return, or during the course of any proceeding with respect to taxes, except as otherwise required by applicable law following a final determination by a court of competent jurisdiction or other administrative settlement with or final administrative decision by the relevant governmental authority.

Withholding Taxes

Each of Chevron, Holdings, Merger Sub, NBLX (as the surviving entity of the Merger) and the exchange agent, as applicable, are entitled to deduct and withhold from any amounts, including the Merger Consideration, payable pursuant to the Merger Agreement to any person such amounts as Chevron, Holdings, Merger Sub, NBLX (as the surviving entity of the Merger) or the exchange agent, as applicable, reasonably deems it is required to deduct and withhold under the Code or any provision of state, local or foreign tax law with respect to the making of such payment. Such deduction and withholding may be taken in securities, in which case Chevron, Holdings, Merger Sub, NBLX (as the surviving entity of the Merger) or the exchange agent, as applicable, will be treated as having sold such securities for an amount of cash equal to the fair market value of such securities at the time of such deemed sale. To the extent that deducted and withheld amounts (including deemed proceeds from the deemed sale of securities) are paid over to the appropriate governmental authority, such amounts (including securities) will be treated for all purposes of the Merger Agreement as having been paid or issued to the person in respect of whom such deduction and withholding was made.

Adjustments to Prevent Dilution

The Merger Consideration, the Exchange Ratio and any other similar dependent item, as applicable, will be adjusted to reflect fully the effect of any subdivisions, reclassifications, splits, share distributions, combinations or exchanges of NBLX Common Units or shares of Chevron Common Stock, as applicable, that change the number of outstanding NBLX Common Units or shares of Chevron Common Stock between the date of the Merger Agreement and the Effective Time to provide the NBLX Public Unitholders the same economic effect as contemplated by the Merger Agreement prior to such event.

NYSE Listing, Delisting and Deregistration

Chevron has agreed to use its reasonable best efforts to cause the shares of Chevron Common Stock to be issued in connection with the Merger to be listed on the NYSE, subject to official notice of issuance, prior to the Effective Time.

NBLX has agreed to cooperate and use its reasonable best efforts to cause the delisting of the NBLX Common Units from the NASDAQ and the deregistration of such securities under the Exchange Act as promptly as practicable following the closing of the Merger in compliance with applicable law.

Section 16 Matters

Prior to the completion of the Merger, NBLX has agreed to take all steps as may be required (to the extent permitted under applicable law) to cause any dispositions of NBLX Common Units or acquisitions of Chevron Common Stock (including derivative securities with respect to Chevron Common Stock) resulting from the Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to NBLX, or will become subject to such reporting requirements with respect to Chevron, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Other Covenants and Agreements

The Merger Agreement also contains covenants relating to cooperation in the preparation of this information statement/prospectus and additional agreements relating to, among other things applicability of takeover statutes, fees and expenses, securityholder litigation and public announcements.

Termination of the Merger Agreement

The Merger Agreement may be terminated prior to the closing of the Merger:ways:

 

byBy the mutual written consent of Chevron and NBLX duly authorized byPDC.

By either Chevron or PDC:

if the Chevron Board andmerger has not been completed by:

May 22, 2024 (which is referred to as the Conflicts Committee, respectively;“end date”); or

 

if the reason for not closing by eitherMay 22, 2024 is that the condition specified in the merger agreement regarding the expiration or termination of any applicable HSR Act waiting period relating to the merger has not been satisfied by that date, and all other closing conditions of the parties have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is capable of being satisfied at the closing), or (to the extent permitted by law) waived, November 26, 2024 (in which case the “end date” will be November 26, 2024);

provided that (i) if Chevron elects to defer the closing date as described under “—Timing of Closing” above and such deferral would result in the closing of the merger being delayed past the end date, then the end date will be automatically extended until the fifth business day following the deferred closing date (provided further, if the condition specified in the merger agreement with respect to the absence of any provision of any applicable law or regulation, and of any judgment, injunction, order or decree, that prohibits or enjoins the completion of the merger ceases to be satisfied on or after the delivery of Chevron’s notice of deferral, then the end date will be automatically extended until the fifth business day following the date on which the laws, regulations, judgments, injunctions, orders or decrees causing the failure of such condition have been lifted or become final and non-appealable), and (ii) neither Chevron nor PDC may terminate the merger agreement due to the occurrence of the end date if its failure to fulfill any obligation under the merger agreement has principally caused or resulted in the failure to complete the merger on or before such end date; or

if the PDC stockholder approval has not been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or at any adjournment thereof; or

if there is any law or regulation that makes completion of the merger illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining Chevron or NBLX:PDC from completing the merger is entered and such judgment, injunction, order or decree becomes final and non-appealable; provided that this right to terminate the merger agreement will not be available to any party whose failure to fulfill any obligation under the covenant to use reasonable best efforts has principally caused or resulted in the imposition of such legal restraint or the failure of such legal restraint to be resisted, resolved or lifted; or

 

o

if the closing

if there has been a breach by the other party of the Merger does not occur on or before September 4, 2021; provided, that this termination right will not be available to (a) Chevron or NBLX if the inability to satisfy any condition under the Merger Agreement necessary for closing of the Merger was due to the failure of, in the case of Chevron, Chevron, Holdings or Merger Sub, or, in the case of NBLX, NBLX or the General Partner, to perform and comply in all material respects with the covenants and agreements to be performed or complied with by such entity prior to the closing of the Merger or (b) Chevron or NBLX if, in the case of Chevron, NBLX or the General Partner, or, in the case of NBLX, Chevron, Holdings or Merger Sub, has filed (and is then pending) an action seeking specific performance as permitted pursuant to the terms of the Merger Agreement; or

o

if any restraint by a government authority is in effect and has become final and nonappealable; provided, however, this termination right is not available to Chevron or NBLX if such restraint was due to the failure of, in the case of Chevron, Chevron, Holdings or Merger Sub, or, in the case of NBLX, NBLX or the General Partner, to perform any of its obligations under the Merger Agreement;

by Chevron if NBLX or the General Partner has breached or failed to perform any of its representations, warranties, covenants or agreements contained in the merger agreement, which breach results in the failure to satisfy certain conditions to the obligations of Chevron and Merger Agreement, or any representations or warranties with respectSubsidiary to NBLX’s and the General Partner’s authority to execute the Merger Agreement and complete the transactions contemplatedmerger (in the case of a breach by PDC) or certain conditions to the Merger Agreement, orobligations of PDC to complete the absencemerger (in the case of certain changes or events become untrue, in a way that the related condition to closing would not be satisfied,breach by Chevron), and such breach is either incurableincapable of being cured or, if capable of being cured, has not been cured by NBLX or the General Partner within 30 days followingafter written notice thereof to the party alleged to be in breach.

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By Chevron:

prior to receipt of the PDC stockholder approval, if there has been a change in the PDC recommendation, whether or not permitted by the terms of the merger agreement (or the PDC Board or any committee thereof resolves to effect a change in the PDC recommendation).

By PDC:

at any time prior to receipt of the PDC stockholder approval in order to enter into a definitive written noticeagreement providing for a superior proposal, provided that (i) PDC has received a superior proposal after the date of the merger agreement that did not result from Chevron (unless Chevron, Holdings or Merger Sub is in materiala breach of certain provisions of the merger agreement, (ii) PDC has complied in all material respects with certain provisions of the merger agreement with respect to such superior proposal, (iii) concurrently with, and as a condition to, any representations, warranties, covenantssuch termination PDC pays or agreementscauses to be paid to Chevron (or its designee) the termination fee (as defined below) pursuant to the merger agreement and (iv) the PDC Board has authorized PDC to enter into, and PDC substantially concurrently enters into, a definitive written agreement providing for such superior proposal (it being agreed that PDC may enter into such definitive written agreement concurrently with any such termination).

Effect of Termination. If the merger agreement is terminated as described above, the merger agreement will be void and have no effect, and there will be no liability or obligation on the part of any party, except that:

certain provisions contained in the Merger Agreement);merger agreement with respect to debt cooperation, effect of termination, the allocation of costs and expenses and the termination fee will survive the termination of the merger agreement;

the agreements contained in the confidentiality agreement between Chevron and PDC will survive the termination of the merger agreement; and

no termination will relieve any party of any liability or damages resulting from any material and intentional breach by that party of the merger agreement.

Termination Fee Payable by PDC. PDC has agreed to pay or cause to be paid to Chevron a fee of $225,000,000 (the “termination fee”) in connection with a termination of the merger agreement under the following circumstances:

if Chevron terminates the merger agreement, prior to receipt of the PDC stockholder approval, due to a change in the PDC recommendation, then PDC will pay or cause to be paid the termination fee to Chevron not later than the date of termination of the merger agreement;

if (i) the merger agreement is terminated by NBLX (whichPDC or Chevron due to the PDC stockholder approval not having been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or any adjournment thereof and (ii) after the date of the merger agreement but on or before the date of such termination mayan acquisition proposal has been made and become publicly known, whether or not withdrawn, prior to the PDC stockholder meeting, then PDC will pay or cause to be effectedpaid to Chevron the termination fee not later than the date an acquisition proposal (defined for NBLXthis purpose with all references to 20% in the definition of acquisition proposal (found of page 81) being replaced with “50%”) is completed or a definitive agreement is entered into by PDC providing for any such acquisition proposal, as long as such acquisition proposal is completed or such definitive agreement is executed within 12 months after the date of termination;

if (i) the merger agreement is terminated by PDC or Chevron due to the failure to complete the merger by the Conflicts Committee withoutend date and the consent, authorization orPDC stockholder approval has not theretofore been obtained and (ii) after the date of the GP Board) merger agreement but on or before the date of such termination an acquisition proposal has been made and become publicly known, whether or not withdrawn, prior to the date of such termination, then PDC will pay or cause to be paid to Chevron the termination fee not later than the

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date an acquisition proposal (defined for this purpose with all references to 20% in the definition of acquisition proposal (found on page 81) being replaced with “50%”) is completed or a definitive agreement is entered into by PDC providing for any such acquisition proposal, as long as such acquisition proposal is completed or such definitive agreement is executed within 12 months after the date of termination;

if (i) the merger agreement is terminated by Chevron has breached or faileddue to performa breach by PDC of any of its representations, warranties, covenants or agreements contained in the Merger Agreement,merger agreement, which breach resulted in the failure to satisfy one or any representations or warranties with respectmore of certain conditions to the authorityobligations of Chevron Holdings and Merger SubSubsidiary to execute the Merger Agreement and complete the transactions contemplated bymerger, and the Merger Agreement,PDC stockholder approval has not theretofore been obtained and (ii) after the date of the merger agreement but on or before the absencedate of certain changes or eventssuch termination an acquisition proposal has been made and become untrue, in a way that the related condition to closing would not be satisfied, and such breach is either incurablepublicly known, whether or not cured bywithdrawn, prior to the date of such termination, then PDC will pay or cause to be paid to Chevron within 30 days following receipt of written notice from NBLX (unless NBLX or the General Partner is in material breach of any representations, warranties, covenants or agreementstermination fee not later than the date an acquisition proposal (defined for this purpose with all references to 20% in the Merger Agreement).

Effectdefinition of Termination; Termination Expenses

Ifacquisition proposal being (found on page 81) replaced with “50%”) is completed or a definitive agreement is entered into by PDC providing for any acquisition proposal, so long as any such acquisition proposal is completed or such definitive agreement is executed within 12 months after the Merger Agreement is validly terminated, then, except as described below, eachdate of the parties will be relieved of its duties and obligations and such termination will be without liability to any party. However, termination will not relieve any party of any liability for failure to consummate the Merger and other transactions contemplated by the Merger Agreement when required under the agreementtermination; or for intentional fraud or any “willful breach” (as defined in the Merger Agreement).

The Merger Agreement contains various amounts payable under the circumstances described below.

if the Merger Agreement is validly terminated by Chevron due to a material uncured breach by NBLX or the General Partner of any of its covenants or agreements, or representations or warranties with respect to NBLX’s and the General Partner’s authority to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, or the absence of certain changes or events, then NBLX will promptly pay Chevron’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by Chevron and its affiliates in connection with the Merger Agreement and the transactions contemplated thereby up to a maximum of $3.5 million; and

 

if the Merger Agreementmerger agreement is validly terminated by NBLXPDC due to its entry into a material uncured breach by Chevron of any of its covenants or agreements, or representations or warrantiesdefinitive agreement with respect to a superior proposal, then PDC will pay or cause to be paid to Chevron the authority of Chevron, Holdings and Merger Sub to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, that, othertermination fee not later than the Chevron Stockholder Approval, no votedate of holders of any class or seriestermination of the capital stock of Chevron is necessary to approve the issuance of Chevron Common Stockmerger agreement.

Expenses

Except as described above, all costs and expenses incurred in connection with the Mergermerger agreement and related transactions will be paid by the party incurring such costs or the absence of certain changes or events, thenexpenses, except that Chevron will promptly pay NBLX’s designee allexpenses incurred in connection with printing, mailing and filing this proxy statement/prospectus, filing fees paid in respect of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by NBLX and its affiliatesfilings under the HSR Act in connection with the merger, and all reasonable and documented fees, costs and expenses incurred in connection with any cooperation provided or action taken in connection with the treatment of PDC’s indebtedness or in connection with any financing to be obtained by Chevron relating to the repayment or refinancing of any outstanding indebtedness of PDC.

Amendments; Waivers

Any provision of the merger agreement may be amended or waived prior to the effective time of the merger if the amendment or waiver is in writing and signed, in the case of an amendment, by Chevron, PDC and Merger AgreementSubsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective. After the adoption of the merger agreement by the PDC stockholders, no amendment or waiver may, without the further approval of the PDC stockholders, alter or change the amount or kind of merger consideration or any term of Chevron’s certificate of incorporation.

Governing Law; Jurisdiction; Waiver of Jury Trial

The merger agreement is constructed in accordance with and governed by the law of the State of Delaware, without regard to principles of conflicts of laws. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the merger agreement or the transactions contemplated thereby upmay only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a maximumparticular matter, then in the United States District Court for the District of $3.5 million, subject to certain limited restrictions.

AmendmentDelaware or, Supplement

Atif jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any time priorcourt of the State of Delaware sitting in New Castle County) and any appellate court from any of such courts (the “Delaware Courts”) and each party irrevocably consents to the Effective Time,exclusive jurisdiction of the Merger AgreementDelaware Courts in any such suit, action or proceeding and irrevocably waives, to

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the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be amendedserved on any party anywhere in the world, whether within or supplemented inwithout the jurisdiction of any of the Delaware Courts. Each of the parties to the merger agreement irrevocably waives any and all respectsright to trial by written agreementjury in any legal proceeding arising out of the parties, by action taken or authorized by the Chevron Board and the GP Board; provided, however, that the GP Board may not take or authorize any such action unless such action has been approved by the Conflicts Committee; provided, further, that there will be no amendment or changerelated to the provisions ofmerger agreement or the Merger Agreement that by applicable laws, the Partnership Agreement or stock exchange rule would require further approval by the NBLX Limited Partners.

transactions contemplated thereby.

Assignment

The Merger Agreement and any interests, rights or obligations under the Merger Agreement are not assignable, in whole or in part, by operation of law or otherwise, by any of the parties without the prior written consent of the other parties.

Specific Performance

The parties to the Merger Agreement have agreed that each party will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreementmerger agreement and to enforce specifically the terms and provisions of the Merger Agreement. Eachmerger agreement in addition to any other remedy to which they are entitled at law or in equity.

Third-Party Beneficiaries

Neither the merger agreement nor any other agreement contemplated thereby is intended to confer on any person other than the parties thereto any rights or remedies, except for:

the provisions of the partiesmerger agreement relating to indemnification and exculpation from liability for the directors and officers of PDC;

from and after the completion of the merger, the holders of PDC common stock and PDC equity awards (solely with respect to the provisions governing such holders’ rights to receive the merger consideration or related payments in respect of PDC common stock and PDC equity awards).

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INFORMATION ABOUT THE COMPANIES

Chevron

Chevron Corporation is a global energy company with substantial business activities in the following countries: Angola, Argentina, Australia, Bangladesh, Brazil, Canada, China, Egypt, Equatorial Guinea, Israel, Kazakhstan, Mexico, Nigeria, the Partitioned Zone between Saudi Arabia and Kuwait, the Philippines, Republic of Congo, Singapore, South Korea, Thailand, the United Kingdom, the United States, and Venezuela.

Chevron manages its investments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations. Upstream operations consist primarily of exploring for, developing, producing and transporting crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; and a gas-to-liquids plant. Downstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil, refined products, and lubricants; manufacturing and marketing of renewable fuels; transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity petrochemicals, plastics for industrial uses and fuel and lubricant additives.

Chevron is incorporated in Delaware. Its principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000. Chevron’s website address is www.chevron.com. Information contained on Chevron’s website does not constitute part of this proxy statement/prospectus. Chevron’s common stock is publicly traded on the NYSE, under the ticker symbol “CVX.” Additional information about Chevron is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 118.

PDC

PDC is a domestic independent exploration and production company that acquires, explores and develops properties for the production of crude oil, natural gas and NGLs, with operations in the Wattenberg Field in Colorado and the Delaware Basin in west Texas. PDC’s operations in the Wattenberg Field are focused in the horizontal Niobrara and Codell plays and its Delaware Basin operations are primarily focused in the Wolfcamp zones.

PDC is incorporated in Delaware. Its principal executive offices are located at 1099 18th Street, Suite 1500, Denver, Colorado 80202, and its telephone number is (303) 860-5800. PDC’s website address is www.pdce.com. Information contained on PDC’s website does not constitute part of this proxy statement/prospectus. PDC’s common stock is publicly traded on Nasdaq, under the ticker symbol “PDCE.” Additional information about PDC is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 118.

Merger Subsidiary

Merger Subsidiary, a direct, wholly-owned subsidiary of Chevron, is a Delaware corporation incorporated on May 18, 2023 for the purpose of effecting the merger. Merger Subsidiary has agreednot conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger. The principal executive offices of Merger Subsidiary are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324.

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SPECIAL MEETING

This proxy statement/prospectus is being provided to the PDC stockholders as part of a solicitation of proxies by the PDC Board for use at the special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement/prospectus provides PDC stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of PDC stockholders will be held virtually at www.virtualshareholdermeeting.com/PDCE2023SM, on August 4, 2023, at 8:00 a.m., Mountain Time. On or about [    ], 2023, PDC commenced mailing this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the special meeting.

The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/PDCE2023SM, where PDC stockholders will be able to participate and vote online. PDC encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus. This proxy statement/prospectus is first being furnished to PDC’s stockholders on or about [    ].

PDC has chosen to hold the special meeting solely via live webcast and not in a physical location.

Purpose of the Special Meeting

At the special meeting, PDC stockholders will be asked to consider and vote on the following:

the merger proposal—a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 33 and 71, respectively;

the merger-related compensation proposal—an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to PDC’s named executive officers that is based on or otherwise related to the merger; and

the adjournment proposal—a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement.

Completion of the merger is conditioned on the approval of the merger proposal.

Recommendation of the PDC Board

At a special meeting held on May 21, 2023, the PDC Board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the PDC stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the PDC stockholders for adoption at a meeting of such stockholders. The PDC Board unanimously recommends that PDC stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

PDC stockholders should carefully read this proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.

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Record Date; Stockholders Entitled to Vote

Only holders of record of PDC common stock at the close of business on June 26, 2023, the record date, will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof.

On the record date, there were 86,999,199 shares of PDC common stock outstanding and entitled to vote at the special meeting. Each share of PDC common stock outstanding on the record date entitles the holder thereof to one vote on each proposal to be considered at the special meeting. PDC stockholders may vote virtually at the meeting or by proxy through the internet or by telephone or by a properly executed and delivered proxy card with respect to the special meeting.

A complete list of PDC stockholders of record who are entitled to vote at the special meeting will be available for a period of at least ten days prior to the special meeting. If you would like to inspect the list of PDC stockholders of record, please call the Investor Relations department at (303) 381-9493 to schedule an appointment or request access. A certified list of eligible PDC stockholders will be available for inspection during the special meeting at www.virtualshareholdermeeting.com/PDCE2023SM by entering the control number provided on your proxy card, voting instruction form or notice.

Voting by PDC’s Directors and Executive Officers

At the close of business on June 27, 2023, the most recent practicable date for which such information was available, directors and executive officers of PDC and their respective affiliates owned and were entitled to vote 1,173,533 shares of PDC common stock, representing approximately 1.3% of the shares of PDC common stock outstanding on that date. The number and percentage of shares of PDC common stock owned by directors and executive officers of PDC and their respective affiliates as of the record date are not expected to be meaningfully different from the number and percentage as of June 27, 2023. PDC currently expects its directors and executive officers to vote their shares of PDC common stock in favor of each of the proposals to be voted on at the special meeting, but no director or executive officer has entered into any agreement obligating him or her to do so.

Quorum; Adjournment

The special meeting may be adjourned or postponed, in the absence of a quorum, by the chairman of the meeting or the affirmative vote of holders of a majority of the shares of PDC common stock present in person or represented by proxy and entitled to vote at the special meeting. Even if a quorum is present, the special meeting may also be adjourned in order to provide more time to solicit additional proxies in favor of adoption of the merger agreement by the chairman of the meeting or if sufficient votes are cast in favor of the adjournment proposal. If a sufficient number of shares of PDC common stock is present in person or represented by proxy and votes in favor of the merger proposal at the special meeting such that the merger proposal is approved, PDC does not anticipate that it will adjourn or postpone the special meeting.

Notice need not opposebe given of the grantingadjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken unless:

the adjournment is for more than 30 days, in which case a notice of an injunction, specific performancethe adjourned meeting will be given to each stockholder of record entitled to vote at the meeting; or

a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, in which case a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting. Any adjournment or postponement of the special meeting will allow PDC stockholders who have already submitted their proxies to revoke them at any time before their use at the special meeting that was adjourned or postponed.

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Abstentions will count as votes present and other equitable reliefentitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Broker non-votes will not be counted as present for the purpose of determining the presence of a quorum.

Required Vote; Broker Non-Votes and Abstentions

Each share of PDC common stock outstanding on the basis that (i) either party has an adequate remedyrecord date is entitled to one vote on each of the merger proposal, the merger-related compensation proposal and the adjournment proposal. The required votes to approve the proposals at law,the special meeting are as follows:

The merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to vote thereon. Failures to vote, broker non-votes and abstentions will have the same effect as votes cast “AGAINST” this proposal.

The merger-related compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock present in person or (ii) an awardrepresented by proxy at the special meeting and entitled to vote thereon. Failures to be present virtually or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on PDC. Accordingly, if the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to PDC’s named executive officers, subject only to the conditions applicable thereto, regardless of specific performancethe outcome of the approval of the merger-related compensation proposal.

The adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present virtually or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal. The approval of the adjournment proposal is not a condition precedent to the approval of the merger proposal or the closing of the merger.

Voting of Proxies by Holders of Record

How to Vote by Proxy if You are the Record Holder of Your Shares

If you were the record holder of your shares as of the record date, you may submit your proxy to vote by mail, by telephone or via the internet.

Voting via the Internet or by Telephone.

Internet—To submit your proxy via the internet, go to www.proxyvote.com. Have your proxy card in hand when you access the website and follow the instructions to vote your shares. If you vote via the internet, you must do so no later than 11:59 p.m. Eastern Time on August 3, 2023.

Telephone—To submit your proxy by telephone, call 1-800-690-6903. Have your proxy card in hand when you call and then follow the instructions to vote your shares. If you vote by telephone, you must do so no later than 11:59 p.m. Eastern Time on August 3, 2023.

Voting by Mail. As an alternative to submitting your proxy via the internet or by telephone, you may submit your proxy by mail.

Mail—To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed proxy card to the following address: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received no later than 6:00 p.m. Eastern Time on August 3, 2023.

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How to Vote Your Shares if You are a “Street Name” Holder

If you hold your shares through a broker, bank or other nominee, also referred to as a “street name” holder, check the instructions provided by that entity to determine which options are available to you with respect to voting your shares.

General

Please be aware that any costs related to voting via the internet, such as internet access charges, will be your responsibility.

All properly signed proxies that are timely received and that are not revoked will be voted at the special meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the PDC Board. The proxy holders may use their discretion to vote on other matters that properly come before the special meeting.

Attendance at the Special Meeting and Voting Virtually

The special meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual special meeting will be held on August 4, 2023 at 8:00 a.m., Mountain Time. To participate in the special meeting and submit questions during the special meeting, visit www.virtualshareholdermeeting.com/PDCE2023SM and enter the 16-digit control number on the proxy card or voting instruction form you received. Online check-in will begin at 7:45 a.m., Mountain Time. Please allow time for online check-in procedures.

The virtual stockholder meeting format uses technology designed to increase stockholder access, save PDC and PDC stockholders time and money, and provide PDC stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, we will provide stockholders with an opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting.

Revocability of Proxies

Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted at the special meeting. If you are a stockholder of record, you may revoke your proxy in any of the following ways:

(1)

submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on August 3, 2023;

(2)

signing and returning a new proxy card with a later date;

(3)

voting virtually at the special meeting; or

(4)

delivering, before 6:00 p.m. Eastern Time on August 3, 2023, to PDC’s Corporate Secretary at PDC’s executive offices at 1099 18th Street, Suite 1500, Denver, Colorado 80202, a written revocation of your most recent proxy.

If you are a street name stockholder (for example, if your shares are held in the name of a bank, broker or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures. You may also revoke your proxy by voting virtually at the special meeting.

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Solicitation

The PDC Board is soliciting proxies for the special meeting from its stockholders. PDC will bear the entire cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this proxy statement, the proxy card and any additional materials furnished to stockholders. Proxies may be solicited by directors, officers and a small number of PDC’s regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. PDC has retained Morrow Sodali LLC, a proxy solicitation firm, to assist in the solicitation of proxies for an estimated fee of approximately $70,000 plus reasonable out-of-pocket costs and expenses for the services of the firm. As appropriate, remedycopies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold shares of PDC common stock of record for any reasonbeneficial owners for forwarding to such beneficial owners. PDC may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

Assistance

If you need assistance with voting via the internet, voting by telephone or completing your proxy card, or have questions regarding the special meeting, please contact PDC’s proxy solicitor at lawthe following address and telephone number:

LOGO

509 Madison Avenue, Suite 1206

New York, New York 10022

Email: PDCE@info.morrowsodali.com

Call Collect: 800.662.5200

Toll-Free: 203.658.9400

You may also contact PDC’s Investor Relations department at (303) 381-9493 or equity. Each party has further agreedIR@pdce.com.

Your vote is very important regardless of the number of shares of PDC common stock that no partyyou own. Please submit a proxy to vote your shares via the internet, vote by telephone or sign, date and return a proxy card promptly so your shares can be represented, even if you plan to attend the special meeting.

Tabulation of Votes

Representatives of Broadridge Financial Solutions will tabulate the votes cast at the special meeting, and representatives of American Election Services LLC will act as the Independent Inspector of Election.

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PDC PROPOSALS

Item 1.

The Merger Proposal

(Item 1 on PDC Proxy Card)

In the merger proposal, PDC is asking its stockholders to adopt the merger agreement. Approval of the merger proposal by PDC stockholders is required for completion of the merger. The merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock entitled to obtain, furnishvote thereon. Each share of PDC common stock outstanding on the record date of the special meeting is entitled to one vote on this proposal. Failures to vote, broker non-votes and abstentions will have the same effect as votes cast “AGAINST” this proposal.

The PDC Board unanimously recommends a vote “FOR” the merger proposal (Item 1).

Item 2.

The Merger-Related Compensation Proposal

(Item 2 on PDC Proxy Card)

In the merger-related compensation proposal, PDC is asking its stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or post any bondbecome payable to PDC’s named executive officers that is based on or similar instrumentotherwise relates to the merger. The merger-related compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock present in connection withperson or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present virtually or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal.

Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either PDC or Chevron. Accordingly, if the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to PDC’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the merger-related compensation proposal.

The PDC Board unanimously recommends a vote “FOR” the merger-related compensation proposal (Item 2).

Item 3.

The Adjournment Proposal

(Item 3 on PDC Proxy Card)

In the adjournment proposal, PDC is asking its stockholders to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. If PDC stockholders approve the adjournment proposal, subject to the terms of the merger agreement, PDC could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from PDC stockholders who have previously voted. PDC does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting.

The adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present virtually or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal.

The PDC Board unanimously recommends a vote “FOR” the adjournment proposal (Item 3).

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NON-BINDING, ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR PDC’S NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Rule 14a-21(c) promulgated under the Exchange Act require that PDC seek a non-binding, advisory vote from its stockholders to approve the merger-related compensation described in this proxy statement/prospectus under “The Merger—Interests of Directors and Executive Officers of PDC in the Merger” beginning on page 55. The approval, on a non-binding, advisory basis, of the merger-related compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of PDC common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Each share of PDC common stock outstanding on the record date is entitled to one vote on this proposal. Failures to vote and broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present); abstentions will have the same effect as a vote cast “AGAINST” this proposal. Accordingly, PDC is asking its stockholders to vote in favor of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to PDC’s named executive officers that is based on or otherwise relates to the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in ‘The Merger—Interests of Directors and Executive Officers of PDC in the Merger’ are hereby APPROVED.”

The PDC Board recommends that its stockholders approve, on a non-binding, advisory basis, the merger-related compensation described in this proxy statement/prospectus by voting “FOR” the above proposal.

Approval of this proposal is not a condition to obtaining any remedy,completion of the merger, and each party has irrevocably waived any right it maythe vote with respect to this proposal is advisory only and will not be binding on PDC or Chevron. If the merger proposal is adopted by the PDC stockholders and the merger is completed, the merger-related compensation will be payable to PDC’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the merger-related compensation proposal.

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DESCRIPTION OF CHEVRON COMMON STOCK

The following describes the material terms of the capital stock of Chevron. This description is qualified in its entirety by reference to the certificate of incorporation and by-laws of Chevron which are incorporated by reference into this proxy statement/prospectus. For more information about the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” on page 118.

The authorized capital stock of Chevron currently consists of six billion shares of common stock, par value $0.75 per share, and one hundred million shares of preferred stock, par value $1.00 per share. As of June 27, 2023, there were 1,869,450,685 shares of Chevron common stock outstanding.

Chevron Common Stock

The holders of Chevron common stock are entitled to receive such dividends or distributions as are lawfully declared on Chevron common stock, to have to require the obtaining, furnishing or postingnotice of any such bondauthorized meeting of stockholders, and to one vote for each share of Chevron common stock on all matters which are properly submitted to a vote of Chevron stockholders. As a Delaware corporation, Chevron is subject to statutory limitations on the declaration and payment of dividends. In the event of a liquidation, dissolution or similar instrument.

Governing Law

The Merger Agreement is governed by, and construedwinding up of Chevron, holders of Chevron common stock have the right to a ratable portion of assets remaining after satisfaction in accordance with, the lawsfull of the Stateprior rights of Delaware.creditors, including holders of Chevron’s indebtedness, all liabilities and the aggregate liquidation preferences of any outstanding shares of Chevron preferred stock. The holders of Chevron common stock have no conversion, redemption, preemptive or cumulative voting rights. All outstanding shares of Chevron common stock are, and the shares of Chevron common stock to be issued in the merger will be, validly issued, fully paid and non-assessable. At June 27, 2023, there were approximately 101,821 holders of Chevron common stock.

Chevron Preferred Stock

Chevron’s certificate of incorporation expressly authorizes the Chevron Board to issue preferred stock in one or more series, to establish the number of shares in any series and to set the designation and preferences of any series and the powers, rights, qualifications, limitations or restrictions on each series of preferred stock.

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COMPARISON OF RIGHTS OF CHEVRON STOCKHOLDERS AND NBLX UNITHOLDERSOF

CHEVRON AND PDC

Both Chevron is aand PDC are incorporated under the laws of the State of Delaware corporation, and, NBLX is a Delaware limited partnership. Ownership interests in a limited partnership are fundamentally different from ownership interests in a corporation. Theaccordingly, the rights of Chevron Stockholders are governed by Chevron’s Restated Certificatethe stockholders of Incorporation, effective as of May 30, 2008 (the “Chevron Charter”), the Amended and Restated By-Laws of Chevron, effective as of September 30, 2020 (as amended, the “Chevron Bylaws” and, together with the Chevron Charter, the “Chevron Organizational Documents”), and the Delaware General Corporation Law (“DGCL”). The rights of NBLX Unitholderseach are governed by the Second Amended and Restated Agreement of Limited Partnership, effective as of November 14, 2019 (the “Partnership Agreement”) and theDGCL. Chevron will continue to be a Delaware Revised Uniform Limited Partner Act (the “DRULPA”). If the Merger is completed, the rights of NBLX Unitholders as Chevron Stockholderscorporation following the conversioncompletion of the NBLX Public Common Units to Chevron Common Stockmerger and will be governed by the DGCL.

Upon completion of the merger, the PDC stockholders immediately prior to the effective time of the merger will become Chevron Organizational Documentscommon stockholders. The rights of the former PDC stockholders and the DGCL. There are manyChevron stockholders will thereafter be governed by the DGCL and by Chevron’s certificate of incorporation and by-laws.

The following description summarizes certain of the material terms and differences between the rights of NBLX Unitholders and Chevron Stockholders. Some of these, such as distribution/dividend rights and voting rights, are significant. The following description summarizes the material differences between the rightsstockholders of Chevron Stockholders and NBLX UnitholdersPDC, but doesis not purport to be a complete statement of all thosesuch terms or differences, or a complete description of the specific provisions referred to in this summary. The identification of specific differences is not intended to indicate that other equally significant or more significant differences do not exist. NBLX UnitholdersStockholders should read carefully read the relevant provisions of the Chevron Organizational Documents,DGCL and the Partnership Agreement. Copiesrespective certificates of incorporation and by-laws of Chevron and PDC. For more information on how to obtain the documents referredthat are not attached to in this summary may be obtained as described underproxy statement/prospectus, see “Where You Can Find More Information.” This summary is qualified in its entirety by reference to the DGCL, the DRULPA, the Chevron Organizational Documents and the Partnership Agreement. Capitalized terms used herein and not otherwise defined herein are used as defined in the Chevron Organizational Documents and the Partnership Agreement, as applicable.

Purpose and Term of ExistenceInformation” beginning on page 118.

 

Rights of Chevron Stockholders

  

NBLXRights of PDC Stockholders

Authorized Capital StockThe authorized capital stock of Chevron consists of 6,000,000,000 shares of common stock, par value $0.75 per share, and 100,000,000 shares of preferred stock, par value $1.00 per share.The authorized capital stock of PDC consists of 150,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share.
Chevron’s stated purpose is to engage in any lawful act or activity for which corporationsSpecial Meetings of Stockholders; Action by Written ConsentUnder the DGCL, a special meeting of stockholders may be organized under the DGCL.NBLX’s stated purposes under the Partnership Agreement are to (a) engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approvedcalled by the General Partner and that lawfully may be conductedboard of directors or by a limited partnership organized pursuantany other person authorized to do so in the DRULPA and, in connection therewith, to exercise allcertificate of the rights and powers conferred upon NBLX pursuant to the agreements relating to such business activity and (b) do anything necessaryincorporation or appropriate in furtherance of the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause NBLX to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause NBLX to be treated as an association taxable as a corporation or otherwise taxable as an entity for U.S. federal income tax purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve the conduct by NBLX of any

by-laws.

Chevron

NBLX

  businessChevron’s By-Laws provide that a special meeting of Chevron stockholders (i) may be called by the Chevron Board or the chairman of the Chevron Board and may decline(ii) must be called by the chairman of the Chevron Board or the Chevron secretary at the request in writing of (a) at least one-third of the members of the Chevron Board or (b) holders of 15% of the Chevron common stock then outstanding and entitled to do so free of any fiduciary duty or obligation whatsoever to NBLX or any Limited Partner and, in declining to so propose or approve, shallvote at such meeting. However, a special meeting will not be requiredheld if either (i) the Chevron Board has called or calls for an annual meeting of stockholders and the purpose of such annual meeting includes the purpose specified in the request or (ii) an annual or special meeting was held not more than 12 months before the request to actcall the special meeting was received which included the purpose specified in good faith or pursuant to any other standard imposedthe request.PDC’s Bylaws provide that special meetings of PDC stockholders may be called by the Partnership Agreement,chief executive officer, the chairman of the board of directors, the board of directors (by a majority of the total number of directors that PDC would have if there were no vacancies), or by holders of not less than 10% of PDC’s outstanding common stock.

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Rights of Chevron Stockholders

Rights of PDC Stockholders

Stockholders are not permitted to take action without a meeting by written consent.Under the DGCL and PDC’s certificate of incorporation, any Group Member Agreement, any other agreement contemplatedaction required or permitted to be taken at a stockholders meeting may be taken without a meeting and without a vote of the stockholders if a consent or consents in writing, setting forth the action so taken, is or are signed by the Partnership Agreementholders of outstanding PDC common stock having not less than the minimum number of votes that would be necessary to authorize or under the DRULPA or any other law, rule or regulation ortake such action at equity,a meeting at which all shares entitled to vote thereon were present and the General Partner in determining whether to propose or approve the conduct by NBLX of any business shall be permitted to do so in its sole and absolute discretion.voted.

Authorized and Issued Capital

Stockholder Proposals and Nominations of Candidates for Election to the Board of DirectorsChevron’s By-Laws generally allow stockholders who are record holders at the time the notice described below is given and are entitled to vote at such annual meeting to nominate candidates for election to the Chevron Board and propose other business to be brought before an annual meeting.PDC’s Bylaws provide that a stockholder seeking to make nominations for directorships or to introduce other business at a meeting of the stockholders must provide advance notice of such proposed action. The notice must generally be given not later than the close of business on the 80th day and not earlier than the close of business on the 90th day of (i) the first anniversary of the prior year’s annual meeting, in the case of an annual meeting, or (ii) the meeting date, in the case of a special meeting.
Such proposals (other than proposals included in the notice of meeting pursuant to Rule 14a-8 promulgated under the Exchange Act) and nominations, however, may only be brought by a stockholder who has given timely notice in proper written form to Chevron’s secretary prior to the meeting.
In connection with an annual meeting, to be timely, notice of such proposals and nominations must be delivered to Chevron’s secretary at the principal executive office of Chevron not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is not within 30 days of such date, or if no annual meeting was held in

108


Rights of Chevron Stockholders

  

NBLXRights of PDC Stockholders

the preceding year, notice by the stockholder must be delivered (i) not earlier than the close of business on the 120th day prior to such annual meeting and (ii) not later than the close of business on the later of (a) the 90th day prior to such annual meeting or (b) the 10th day following the date on which disclosure of the date of such annual meeting was first made by Chevron. The stockholder notice must also include specific information regarding the stockholder and the director nominee or business to be brought before the annual meeting, as described in Chevron’s By-Laws.

In addition, Chevron’s By-Laws permit any stockholder or group of up to 20 stockholders who have maintained continuous qualifying ownership of 3% or more of Chevron’s outstanding common stock entitled to vote in the election of directors for at least three years as of the date of the stockholder’s notice to include up to a specified number of director nominees in Chevron’s proxy materials for an annual meeting, subject to satisfying notice requirements and other conditions set forth in the by-laws.

The maximum number of stockholder nominees permitted under such proxy access provisions of Chevron’s By-Laws is the greater of two or 20% of the number (or the closest whole number below 20% if such amount is not a whole number) of Chevron’s directors on the last day a notice of nomination may be submitted. Notice of a nomination under Chevron’s proxy access by-law provisions must be delivered by a stockholder to the secretary of Chevron at its principal executive offices not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the date the definitive proxy statement was first sent to stockholders in connection with the

109


Rights of Chevron Stockholders

Rights of PDC Stockholders

preceding year’s annual meeting of stockholders. If the date of the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder must be so delivered (i) not earlier than the close of business on the 150th day prior to such annual meeting and (ii) not later than the close of business on the later of (a) the 120th day prior to such annual meeting or (b) the 10th day following the day on which Chevron publicly announced the date of the annual meeting.

Chevron’s authorized capital stock consists of:

•  6,000,000,000 sharesNumber of Chevron Common Stock, $0.75 par value per share, 1,927,949,021 shares of which were issued and outstanding as of March 15, 2021; and

•  100,000,000 shares of preferred stock, $1.00 par value per share, of which 5,000,000 have been designated as Series A Participating Preferred Stock, with rights and preferences specified by the Chevron Charter, Chevron Bylaws or Chevron Board, none of which were outstanding as of the date of this information statement/prospectus.

Directors
  

The Partnership Agreement authorizes NBLX to issue additional Partnership Interests (which may be senior to existing classes and seriesDGCL provides that the board of Partnership Interests) for any purpose at any time and from time to time for such consideration and on such terms and conditions as the General Partner shall determine, all without the approvaldirectors of any Limited Partners. No fractional Units shall be issued by NBLX.

Asa Delaware corporation must consist of March 15, 2021, NBLX had outstanding 90,362,378 NBLX Common Units. As of March 15, 2021, Chevron owned 56,447,616 NBLX Common Units, representing approximately 62.4% of the outstanding NBLX Common Units. Chevron also indirectly owns 100% of the membership interests of the General Partner, which owns the non-economic General Partner Interest of NBLX.

The Limited Partner Interests in NBLX owned by Chevron and its subsidiaries immediately prior to the Effective Time will remain outstanding as Limited Partner Interests in the surviving entity. The non-economic general partner interest in NBLX held by the General Partner will remain outstanding as a non-economic General Partner Interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity.

Chevron Dividends; NBLX Distributions

Chevron

NBLX

Chevron Stockholders share equally in any dividend declared by the Chevron Board. If any preferred stock were outstanding, dividends on Chevron Common Stock would be subject to the rights of the holders of that preferred stock.

Chevron Stockholders are entitled to receive dividends when, as, and if declared by the Chevron Board, out of funds legally available for their payment subject to the rights of holders of any outstanding preferred stock.

The declaration and payment of dividends by Chevron is subject to the discretion of the Chevron Board and is determined quarterly, and no assurance can be given that Chevron will pay dividends in the future.

Distributions of Available Cash. Within 45 days after the end of each quarter, NBLX will distribute all of its Available Cash to its unitholders of record on the applicable record date. Available Cash is defined in the Partnership Agreement and generally means, for any quarter ending prior to liquidation:

•  The sum of:

•  all cash and cash equivalents of the Partnership Group (or NBLX’s proportionate share of cash and cash equivalents in the case of subsidiaries that are not wholly owned) on hand at the end of such quarter;

•  and, if the General Partner so determines, all or any portion of additional cash and cash equivalents of the Partnership Group (or NBLX’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such quarter resulting from Working Capital Borrowings made subsequent to the end of such quarter;

•  less, the amount of any cash reserves established by the General Partner (or NBLX’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) to:

•  provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such quarter;

•  comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject; or

•  provide funds for distributions to unitholders for any one or more directors, with the number of directors fixed by or in the next four quarters;

manner provided in the corporation’s by-laws unless the certificate of incorporation fixes the number of directors.

Chevron

NBLX

  

provided, however,Chevron’s By-Laws provide that the General Partner may not establish cash reserves to provide funds for distributions if the effectnumber of such reserves would be that NBLX is unable to distribute $0.375 (subject to proportionate adjustments in the event of any distribution combinations or subdivisions (whether effected by a distribution payable in Units or otherwise)) on all Common Units; provided further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such quarter but on or before the date of determination of Available Cash with respect to such quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash within such quarter if the General Partner so determines.

Distributions of Cash Upon Liquidation. If NBLX dissolves in accordance with the Partnership Agreement, all cash received during or after the quarter in which the liquidation occursdirectors will be applied and distributed solely in accordance with, and subjectfixed from time to the terms and conditions of the liquidation procedures set forth in the Partnership Agreement.

NBLX will first apply the proceeds of liquidationtime pursuant to the payment of its creditors. NBLX will distribute any remaining proceeds to the unitholders and the General Partner in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as adjusted to reflect any gain or loss upon the sale or other disposition of NBLX’s assets in liquidation.

The manner of the adjustment for gain is set forth in the Partnership Agreement.

Merger, Consolidation and Certain Other Transactions; Business Combination Statutes

Chevron

NBLX

Subject to limited exceptions, under the DGCL, the consummation of a merger or consolidation requires the board of directors of a corporation that is a constituent corporation in the merger or consolidation to approve and declare advisable the agreement of merger or consolidation and requires that the agreement of merger or consolidation beresolution adopted by the affirmative vote ofat least a majority of the outstanding stockdirectors then in office, provided that no such resolution other than a resolution to take effect as of that corporation entitledthe next election of directors by the stockholders shall have the effect of reducing the number of directors to vote thereon at an annual or special meeting forless than the purposenumber of actingdirectors in office as of the effective time of the resolution.

There are currently twelve positions authorized and twelve directors serving on the agreement.

Merger or consolidation of NBLX requires the prior consent of the General Partner. The General Partner must also approve the Merger Agreement or the Plan of Conversion, which must include certain information as set forth in the Partnership Agreement. Subject to certain exceptions set forth in the Partnership Agreement and described below, once approved by the General Partner, the General Partner shall direct that the Merger Agreement or Plan of Conversion be submitted to a vote of the

Chevron Board.

  

NBLX

Chevron is subject to the provisionsPDC’s certificate of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with a stockholder who owns 15% or more of the corporation’s voting stock (an interested stockholder) for three years following the time that such stockholder becomes an interested stockholder, unless (i) prior to the time such stockholder became an interested stockholder, the corporation’s board of directors approved either the business combination or the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, such stockholder owns at least 85% of the corporation’s outstanding voting stock at the time the transaction is commenced (subject to certain exclusions), and (iii) at or subsequent to such time, the business combination is approved by the board of directors and by the affirmative vote (but not written consent) of at least 66 2/3% of the corporation’s outstanding voting stock not owned by the interested stockholder.

Limited Partners, and the Merger Agreement or Plan of Conversion will be approved upon receipt of the affirmative vote or written consent of the holders of a majority of the outstanding NBLX Common Units, voting as a single class (a “Unit Majority”) unless the Merger Agreement or Plan of Conversion effects an amendment to any provisions of the Partnership Agreement that, if contained in an amendment to the Partnership Agreement, would require for its approval the vote or consent of a greater percentage of the outstanding NBLX Common Units or of any class of Limited Partners, in which case such greater percentage shall be required for approval of the Merger Agreement or Plan of Conversion.

The General Partner may consummate any merger or consolidation without the prior approval of a Unit Majority if (i) the General Partner has received an opinion of counsel that the merger or consolidation, as the case may be, would not result in the loss of limited liability of any Limited Partner or cause NBLX to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes, (ii) the merger or consolidation would not result in an amendment to the Partnership Agreement that could not otherwise be adopted solely by the General Partner, (iii) NBLX is the surviving entity, (iv) each Unit Outstanding immediately prior to the effective date of the merger or consolidation will be identical following the merger or consolidation and (v) the number of Partnership Interests to be issued by NBLX in such merger or consolidation does not exceed 20% of Partnership Interests immediately prior to the effective date of such merger or consolidation.

In addition, if certain conditions in the Partnership Agreement are satisfied, the General Partner may convert NBLX or any Group Member into a new limited liability entity, to merge NBLX or any Group Member into, or convey all of NBLX’s assets to, a newly formed limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from NBLX or other Group Member if (i) the General Partner has received an opinion of counsel regarding limited liability and tax matters, (ii) the sole purpose of such conversion, merger or conveyance is to effect a mere change in the legal form of NBLX into another

Chevron

NBLX

limited liability entity and (iii) the General Partner determines that the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as contained in the Partnership Agreement.

Management by Board of Directors / General Partner

Chevron

NBLX

In accordance with the DGCL, Chevron’s business and affairs are managed by or under the direction of the Chevron Board.

The Chevron Bylaws requireincorporation provides that the number of directors on the ChevronPDC Board will be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the directors thenPDC Board but shall in office. As of the date of this information statement/prospectus, the Chevron Board consists of twelve directors.

The General Partner conducts, directs, and manages all activities of NBLX. The General Partner has a board of directors consisting of at leastno event be fewer than three but notnor more than twelve directors that are elected or approved by NBL, the sole member of the General Partner. Except as expressly provided in the Partnership Agreement, all management powers over the business and affairs of NBLX are exclusively vested in the General Partner, and no Limited Partnernine directors. PDC currently has any management power over the business and affairs of NBLX. The General Partner has full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct NBLX’s business.

Nomination and Election of Directors / General Partner

Chevron

NBLX

seven directors.

NominationsElection of persons for election to the Chevron Board may be made at an annual meeting of stockholders (a) pursuant to, and in accordance with, Chevron’s notice of meeting (or any supplement thereto) (b) by the Chevron Board, (c) by any Chevron Stockholder who is a stockholder of record at the time of the giving of notice provided for in the Chevron Bylaws, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in the Chevron Bylaws or (d) by an eligible stockholder and/or a nominating stockholder pursuant to the proxy access provision in the Chevron Bylaws. See “—Stockholder Proposals and Director Nominations.”

Under the Chevron Bylaws, nominations of individuals for election to the Chevron Board may also be made at a special meeting of stockholders at which Directors are to be elected pursuant to Chevron’s notice of meeting (a) by or at the direction of the Chevron Board or any authorized committee thereof, (b) provided that one or more Directors shall be elected at such meeting, by any

  NBLX Unitholders have no right to elect the General PartnerThe DGCL provides that, unless the general partner has been removedcertificate of incorporation or withdrawn, as described below, and have no right to elect theby-laws provide otherwise, directors of the General Partner. Directors are appointed by NBL, the sole member of the General Partner.

Chevron

NBLX

stockholder of record at the time of giving of notice of such special meeting and at the time of the special meeting who is entitled to vote at the meeting and complies with the procedures set forth in the Chevron Bylaws as to such nomination, or (c) in the case of a stockholder-requested special meeting, by any stockholder pursuant to the Chevron Bylaws. See “—Stockholder Proposals and Director Nominations.”

Under the Chevron Bylaws, a nominee for Director shall be elected to the Chevron Board if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election, excluding abstentions; provided, however, that Directors shallwill be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Chevron’s By-Laws provide that a director nominee is elected if the votes cast atfor such nominee’s election exceed the votes cast against such nominee’s election, excludingabstentions; provided, however, that in any meeting of the stockholders for which the numberPDC’s Bylaws provide that directors shall be elected by a plurality of votes validly cast, so long as a quorum is present.

110


Rights of Chevron Stockholders

Rights of PDC Stockholders

of nominees exceeds the number of Directorsdirectors to be elected, director nominees will be elected by a plurality of votes cast.

Holders of Chevron common stock do not have cumulative voting rights in the election of directors or otherwise.

Chevron does not have a classified board. Chevron’s By-Laws require that all directors be elected at each annual meeting of stockholders for a term of one year and until his or her successor is elected.

  

Removal of Directors; Withdrawal or Removal of General Partner

 

Holders of PDC common stock do not have cumulative voting rights in the election of directors or otherwise.

PDC does not have a classified board. PDC’s certificate of incorporation requires that all directors be elected at each annual meeting of stockholders for a term of one year and until his or her successor is elected.

Chevron

Removal of Directors; Vacancies
  

NBLX

Any Director nominated for reelection who receives a greater number of votes “against” hisChevron stockholders may remove directors with or her election than “for” such election shall submit his or her offer of resignation towithout cause by the Chevron Board. The Chevron Board Nominating and Governance Committee shall consider all of the relevant facts and circumstances, including the Director’s qualifications, the Director’s past and expected future contributions to Chevron, the overall composition of the Chevron Board and whether accepting the tendered resignation would cause Chevron to fail to meet any applicable rule or regulation (including NYSE listing requirements and federal securities laws) and recommend to the Chevron Board the action to be taken with respect to such offer of resignation.

Withdrawal of the General Partner. The General Partner will be deemed to have withdrawn from NBLX upon the occurrence of any of the following events: (1) the General Partner voluntarily withdraws as the general partner from NBLX by giving written notice to the other Partners, (2) the General Partner transfers all of its General Partner Interests, (3) the General Partner is removed for cause, and such removal is approved by theaffirmative vote of the holders of at least 66 2/3%a majority of the outstanding NBLX Common Units, voting together as a single class, including NBLX Common Units heldshares then entitled to vote at an election of directors.

PDC stockholders may remove directors with or without cause by the General Partner and its affiliates, (4) the General Partner takes certain actions relating to the bankruptcy or the liquidation of NBLX, (5) a final and non-appealable bankruptcy order is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner or (6) if the General Partner is a limited liability company, the dissolution and commencement of winding up of the General Partner.

Removal of the General Partner. The General Partner may not be removed unless that removal is both for cause and approved by theaffirmative vote of the holders of at least 66 2/3%a majority of the outstanding NBLX Common Units, voting together as a single class, including NBLX Common Units held by the General Partner

shares then entitled to vote at an election of directors.

Chevron

NBLX

  

and its affiliates. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by a Unit Majority.

In the event of withdrawal of the General Partner under circumstances that do not violate the Partnership Agreement, if a successor General Partner is elected by a Unit Majority in accordance with the Partnership Agreement, the Departing General Partner shall have the option to require the successor General Partner to purchase such Departing General Partner’s economic general partner interests (or equivalent interests) in NBLX and the other Group Members for fair market value, if applicable. If the General Partner is removed by the Unitholders in accordance with the Partnership Agreement or if the General Partner withdraws under circumstances where such withdrawal violates the Partnership Agreement, the successor General Partner shall have the option to purchase the Departing General Partner’s economic general partner interests (or equivalent interests) in NBLX and the other Group Members for fair market value, if applicable. In the event of removal or withdrawal of the General Partner, NBLX will be required to reimburse the Departing General Partner for all amounts due the Departing General Partner, including, without limitation, all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the Departing General Partner or its affiliates for NBLX’s or the other Group Members’ benefit.

Filling Vacancies on the Board; Replacing the General Partner

Chevron

NBLX

Under the Chevron Organizational Documents, wheneverWhenever there shall beare fewer Directors in office than the authorized number of Directors,directors in office, the Chevron Board may choose one or more additional directors by a resolution approved by a majority of the Directorsdirectors then in office, choose one or more additional Directors, each of whom shallwill hold office until the next annual meeting of stockholders and until his or hera successor is duly elected.  Replacement Following WithdrawalAll vacancies on the PDC Board, including vacancies resulting from newly created directorships due to an increase in the number of directors, may be filled by a majority vote of the General Partner. Upondirectors then in office, even if less than a quorum, or by the voluntary withdrawalsole remaining director, or such vacancies may be filled by the stockholders.
Limitation on Liability of Directors and OfficersChevron’s certificate of incorporation provides that no director will be liable to Chevron or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the General Partner,director’s duty of loyalty to Chevron to its stockholders, (2) for acts and omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of DGCL, which addresses liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption or (4) for any transaction from which the holdersdirector derived an improper personal benefit.PDC’s certificate of incorporation provides that no director will be liable to PDC or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. Additionally, a director of PDC shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a Unit Majority may elect a successor to the withdrawing General Partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, NBLX will be dissolved, wound up and liquidated, unless within a specified time period after that withdrawal, the holders of a Unit Majority agree to continue NBLX’s business and to appoint a successor general partner in addition to NBLX obtaining an opinion of counsel regarding limited liability and tax matters.director.

111


Rights of Chevron Stockholders

  

NBLXRights of PDC Stockholders

In August 2022, the DGCL was amended to permit Delaware corporations to exculpate officers from monetary damages for breach of fiduciary duty in certain circumstances, if so provided in the corporation’s certificate of incorporation. As of the date hereof, neither Chevron’s nor PDC’s certificate of incorporation contains a provision exculpating officers from such liability.
Indemnification of Directors and Officers; ExpensesUnder the DGCL, a Delaware corporation must indemnify its present and former directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation.
  Replacement Following Removal

Delaware law provides that a corporation may indemnify its present and former directors, officers, employees and agents, as well as any individual serving with another corporation in that capacity at the corporation’s request against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement of actions taken, if the individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the General Partner. Any removalcorporation and, in the case of a criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful; except that no indemnification may be paid for judgments, fines and amounts paid in settlement in actions by or in the right of the General Partner is subjectcorporation to procure a judgment in its favor.

A corporation may not indemnify a current or former director or officer of the corporation against expenses to the approval ofextent the person is adjudged to be liable to the corporation unless a successor general partner bycourt approves the vote of the holders of a Unit Majority.indemnity.

Transfer of General Partner Interest

The Chevron certificate of incorporation and by-laws require Chevron to indemnify any corporate servant who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or administrative by reason of the fact that such person is or was a director, officer, employee or agent of Chevron, or is or was serving at the request of Chevron as a director, officer, manager, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other organization or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such corporate servant in connection with such action, suit or proceeding to the fullest extent permitted by applicable law. ��PDC’s Bylaws provide that it will indemnify its directors and officers to the fullest extent permitted by the DGCL. In addition, PDC has obtained policies of directors’ and officers’ liability insurance and has entered into indemnification agreements with all of its directors. Under the indemnification agreements, PDC is generally required to indemnify, and advance expenses to, the directors to the full extent permitted by applicable law.

112


Rights of Chevron Stockholders

  

NBLXRights of PDC Stockholders

Not applicable.  

Prior

Chevron is required under its by-laws to September 20, 2026, the General Partner may not transfer alladvance expenses incurred by such person who is a current or any partformer director, officer, or employee of its General Partner Interest unless such transfer (1) has been approved by the prior written consent or vote of at least a majority of the outstanding NBLX Common Units (excluding any NBLX Common Units owned by the General Partner and its affiliates), or (2) is of all, but not less than all, of its General Partner Interest to (a) an affiliate of the General Partner (other than an individual) or (b) another person (other than an individual)Chevron in connection with any such action, suit or proceeding prior to its final disposition so long as the mergerperson undertakes to repay any advanced amounts if it is ultimately determined that he or consolidation of the General Partner with or into such other person or the transfer by the General Partner of all or substantially all of its assetsshe is not entitled to such other person.

On or after September 20, 2026, the General Partner may transfer all or any part of its General Partner Interest without the approval of any Limited Partner or any other person.be indemnified.

Limited Call Rights

Chevron

Amendments to Certificate of Incorporation
  

NBLX

Not applicable.If atAs provided under the DGCL, any timeamendment to Chevron’s certificate of incorporation requires (i) the General Partner and its affiliates hold more than 80%approval of the total Limited Partner InterestsChevron Board, (ii) the approval of any class, the General Partner will have the right, which it may assign or transfer in whole or in part to the General Partner’s affiliates or to NBLX, exercisable at the General Partner’s option, to purchase all, but not less than all, of such Limited Partner Interests of that class then Outstanding that are held by persons other than the General Partner and its affiliates, at the greater of (1) the Current Market Price asa majority of the date three business days prior to the date that the notice is mailed to the Limited Partners as provided in the Partnership Agreement and (2) the highest price paid by the General Partner or any of its affiliates for any Limited Partner Interestvoting power of the class purchased withinoutstanding stock entitled to vote upon the 90 days precedingproposed amendment and (iii) the dateapproval of the General Partner mails notice of its election to purchase the units.

Amendment of Governing Documents

Chevron

NBLX

Certificate of Incorporation. The Chevron Charter may be amended in any manner provided by the DGCL. Because Chevron Common Stock is the only class of Chevron capital stock outstanding, the Chevron Charter may be amended with the affirmative voteholders of a majority of the outstanding sharesstock of Chevron Common Stock. If shareseach class entitled to vote thereon as a class, if any. Additionally, any proposed amendment to Chevron’s certificate of the Series A Participating Preferred Stock were to be issuedincorporation that would materially and become outstanding, the Certificate of Incorporation shall not be amended in any manner which would materiallyadversely alter or change the powers, preferences or special rights of the Chevron Series A Participating Preferred Stock so as to affect them adversely without the affirmative vote ofrequires approval by the holders of a majority of the outstanding shares of Series A Participating Preferred Stock voting separately as a class.

Bylaws. The Chevron Organizational Documents provide that

As provided under the Chevron Board is expressly authorizedDGCL, any amendment to make and alterPDC’s certificate of incorporation requires (i) the Chevron Bylaws without any action on the partapproval of the stockholders. The bylaws made byPDC Board and (ii) the Directors andapproval of a majority of the powers so conferredvoting power of the outstanding stock entitled to vote upon the proposed amendment.
Amendments to By-laws

Chevron’s By-Laws may be altered or repealed by the Directors or stockholders. The Chevron Bylaws may be altered, amended or repealed by the affirmative vote of the holders of a majority of the outstanding shares of Common StockChevron common stock at any annual or special meeting of the stockholders, if notice of the proposed alteration, amendment or repeal be contained in the notice of the meeting; or any of the Chevron Bylaws may be altered, amended or repealed by a resolution of the Chevron Board approved by at least a majority of the Directorsdirectors then in office. If sharesHowever, special restrictions apply to the amendment of provisions of the Series A Participating Preferred Stock wereby-laws governing change in control benefit protection.

Additionally, any proposed amendment to be issuedChevron’s By-Laws that would materially and become outstanding, the Chevron Bylaws shall not be amended in any manner which would materiallyadversely alter or change the powers, preferences or special rights of the Chevron Series A Participating Preferred Stock so as to affect them adversely without

PDC’s Bylaws may be amended or repealed by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of PDC common stock entitled to vote thereon, or by a resolution of the PDC Board approved by at least a majority of the directors then in office.

113


Rights of Chevron Stockholders

Rights of PDC Stockholders

Preferred Stock requires approval by the holders of a majority of the outstanding shares of Series A Participating Preferred Stock voting separately as a class.

  

Amendments to the Partnership Agreement may be proposed only by the General Partner. The General Partner has no duty or obligation to propose or approve any amendment and may decline to do so free of any duty or obligation whatsoever to NBLX, any Limited Partner or any other person bound by the Partnership Agreement, and, in declining to propose or approve an amendment to the Partnership Agreement, is not required to act in good faith or pursuant to any other standard imposed by the Partnership Agreement, any Group Member Agreement or other agreement contemplated by the Partnership Agreement or the Delaware Act or any other law, rule or regulation or at equity, and the General Partner in determining whether to propose or approve any amendment to the Partnership Agreement is permitted to do so in its sole and absolute discretion. Any amendment that materially and adversely affects the rights or preferences of any type or class of Partnership Interests in relation to other types or classes of Partnership Interests will require the approval of the holders of a majority of the Outstanding Partnership Interests of the class affected. However, in some circumstances, more particularly described in the Partnership Agreement, the General Partner may make amendments to the Partnership Agreement without the approval of the Limited Partners or assignees to reflect:

•  a change in the name of NBLX, the location of its principal place of business, its registered agent or its registered office;

•  the admission, substitution, withdrawal or removal of partners;

•  a change that the General Partner determines to be necessary or appropriate to qualify or continue NBLX’s qualification as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;

•  a change the General Partner determines does not adversely affect the Limited Partners considered as a whole or any particular class of Partnership Interests in any material respect;

Chevron

Certain Business Combinations
  

NBLX

Section 203 of the DGCL prohibits a Delaware corporation from engaging in a business combination with an “interested stockholder” (generally defined by the DGCL as a person who owns 15% or more of the corporation’s outstanding voting stock, together with such person’s affiliates and associates) for three years following the time that person became an interested stockholder, unless (1) prior to the time the person became an interested stockholder the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (2) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of the corporation’s outstanding voting stock or (3) the business combination is approved by the board of directors and by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder or (4) certain other exceptions specified in Section 203(b) of the DGCL are met. The DGCL allows a corporation’s certificate of incorporation to contain a provision expressly electing not to be governed by Section 203 of the DGCL.
  

Chevron’s certificate of incorporation does not contain a change that the General Partner determinesprovision electing not to be necessary or appropriategoverned by Section 203, and so Chevron is subject to (a) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling, or regulationsuch provision.

PDC’s certificate of any federal or state agency or judicial authority or contained in any federal or state statute or (b) facilitate the trading of Units or comply with any rule, regulation, guideline, or requirement of any national securities exchange on which the Units are or will be listed for trading;

incorporation does not contain a change that the General Partner determinesprovision electing not to be necessary or appropriate in connection with splits or combinations of partnership securities;

•  a change requiredgoverned by Section 203, and so PDC is subject to effect the intent expressed in the IPO Registration Statement or of the provisions of the Partnership Agreement or otherwise contemplated by the Partnership Agreement;

•  a change in NBLX’s fiscal year or taxable period and any other changes that the General Partner determines are necessary or appropriate as a result of a change in NBLX’s fiscal year or taxable period;

•  an amendment that is necessary, in the opinion of counsel, to prevent NBLX, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

•  an amendment that sets forth the designations, preferences, rights, powers and duties of any class or series of Partnership Interests or Derivative Partnership Interests pursuant to the Partnership Agreement;

•  an amendment that the General Partner determines to be necessary or appropriate in

such provision.

Chevron

Stockholder Rights Plan
  

NBLX

Chevron currently does not have a stockholder rights plan.  

connection with the authorization or issuance of any class or series of Partnership Interests or Derivative Partnership Interests;

•  any amendment expressly permitted by the Partnership Agreement to be made by the General Partner acting alone;

•  an amendment effected, necessitated or contemplated byPDC currently does not have a merger agreement approved in accordance with the Partnership Agreement;

•  an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by NBLX of, or an investment by NBLX in, any corporation, partnership, joint venture, limited liability company or other entity in connection with the conduct by NBLX of activities permitted by the Partnership Agreement;

•  a merger, conveyance or conversion to effect a change in NBLX’s legal form; or

•  any other amendments substantially similar to the foregoing.

Proposed amendments (other than those described above) must be approved by the General Partner and the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is required under the Partnership Agreement or by Delaware law. No provision of the Partnership Agreement that establishes a percentage of Outstanding Units required to take any action may be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such percentage unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute (i) in the case of a reduction, not less than the voting requirement sought to be reduced or (ii) in the case of an increase in the percentage required to remove the General Partner, not less than 90% of the Outstanding Units increased, or (iii) in the case of an increase in the percentage required to call a special meeting, not less than a majority of the Outstanding Units.

No amendment to the Partnership Agreement (other than those that may be made by the General Partner

stockholder rights plan.

Chevron

Forum Selection
  

NBLX

without the approval of the Limited Partners) may enlarge the obligations of any Limited Partner without its consent unless approved by the holders of a majority of the type or class of Partnership Interests so affected. No amendment to the Partnership Agreement may enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable, or otherwise payable to the General Partner or any of its affiliates, without the consent of the General Partner, which may be given or withheld at its option.

Any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected.

No amendment to the Partnership Agreement (other than those that may be made by the General Partner without the approval of the Limited Partners) will become effective without the approval of the holders of at least 90% of the Outstanding Units voting together as a single class unless NBLX obtains an opinion of counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under applicable law.

Meetings; Voting; Action by Written Consent

Chevron

NBLX

Each share of Chevron Common Stock entitles the holder to one vote with respect to each matter presented to Chevron Stockholders on which the holders of Chevron Common Stock are entitled to vote. Chevron Stockholders do not have cumulative voting rights.

The Chevron Bylaws provide that special meetings of the stockholders may be called by the chairman of the board or the Chevron Board. A special meeting shall also be called whenever requested in writing by at least one third of the members of the Chevron Board or stockholders owning fifteen percent of the shares of Common Stock then outstanding and entitled to vote at such meeting. The Chevron Bylaws prohibit the conduct of any business at a special meeting other than as brought before the meeting pursuant to the notice of meeting.

For all matters presented to the Limited Partners at a meeting at which a quorum is present for which no minimum or other vote of Limited Partners is required by any provision of the Partnership Agreement, the rules or regulations of the NASDAQ or applicable law, a majority of the votes cast by the Limited Partners holding Outstanding Units shall be deemed to constitute the act of all Limited Partners (with abstentions and brokerChevron’s non-votesBy-Laws being deemed to not have been cast with respect to such matter). On any matter where a minimum or other vote of Limited Partners is provided by any provision of the Partnership Agreement, the rules or regulations of the NASDAQ or applicable law, such minimum or other vote shall be the vote of Limited Partners required to approve such matter (with the effect of abstentions

Chevron

NBLX

and broker non-votes to be determined based on the vote of Limited Partners required to approve such matter; provided that if the effect of abstentions and broker non-votes is not specified by such applicable rule, regulation or law, and there is no prevailing interpretation of such effect, then abstentions and broker non-votes shall be deemed to not have been cast with respect to such matter; provided further, that, with respect to any matter on which the Partnership Agreement requires the approval of a specified percentage of the Outstanding Units, abstentions and broker non-votes shall be counted as votes against such matter).

Special meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which a meeting is proposed, in accordance with the procedures set forth in the Partnership Agreement. The General Partner must send notice of any meetings to all unitholders of record as of a record date which may not be less than 10 or more than 60 days prior to the date of the meeting (or, where approvals are sought without a meeting, the date by which Limited Partners must submit approvals) and any such meeting may be held not less than 10 days or more than 60 days after the mailing of notice of the meeting. NBLX Unitholders may vote either in person or by proxy at meetings. The holders of a majority in voting power of the Outstanding Units of the class or classes for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any such action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage. Abstentions and broker non-votes in respect of such Units shall be deemed to be Units present at such meeting for purposes of establishing a quorum.

If authorized by the General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if an approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage of the Outstanding Units that would be necessary to authorize or take such action at a meeting at which all the Limited Partners were present and voted.

Stockholder Proposals and Director Nominations

Chevron

NBLX

The Chevron Bylaws establish advance notice procedures with respect to stockholder proposals for annual meetings and stockholder nomination of candidates for election as directors at annual or special meetings. To be timely, a Chevron Stockholder’s notice for an annual meeting must be delivered to Chevron’s secretary no later than the 90th day and no earlier than the 120th day prior to the first anniversary of the previous year’s annual meeting; provided, however, that in the event the date of the annual meeting is more than 30 days before or after such anniversary, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be delivered no earlier than the 120th day prior to such annual meeting and no later than the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by Chevron.

To be timely, a Chevron Stockholder’s notice for a special meeting for the election of directors must be delivered to Chevron’s secretary no earlier than the 120th day prior to such special meeting and no later than the 90th day prior to such special meeting or the 10th day following the day on which the public announcement is first made of the date of the special meeting. A Chevron Stockholder’s notice must also provide certain information and make certain representations, and must be updated and supplemented in certain circumstances.

Not applicable.

Indemnification and Limitation on Liability

Chevron

NBLX

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. The DGCL does not permit exculpation for liability:

•  for breach of duty of loyalty;

•  for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

•  under Section 174 of the DGCL (unlawful dividends and stock repurchases); or

The Partnership Agreement provides that certain persons, including the General Partner, managers, managing members, directors and officers, shall not be liable for monetary damages to NBLX, any of its Limited Partners or any other persons who are bound by the Partnership Agreement for losses sustained or liabilities incurred as a result of any act or omission of any such person unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, such person acted in bad faith or engaged in intentional fraud, willful misconduct, or, in the case of a criminal matter, acted with knowledge that such person’s conduct was unlawful.

Chevron

NBLX

•  for transactions from which the director derived improper personal benefit.

The Chevron Charter eliminates the personal liability of directors to Chevron and its stockholders for monetary damages for breaches of fiduciary duty to the fullest extent authorized by the DGCL. The Chevron Bylaws require Chevron to indemnify certain persons, including its directors and officers, and certain employees and agents, to the fullest extent permitted by the DGCL, but subject to certain exceptions and limitations set forth in the Chevron Bylaws. Additionally, the directors and certain officers are entitled to advancement of expenses from Chevron for legal proceedings against them, to the fullest extent permitted by law.

The Partnership Agreement indemnifies certain persons, including the General Partner, managers, managing members, directors and officers, to the fullest extent permitted by law for any proceedings as a result of such persons acting on behalf of or for the benefit of NBLX, subject to certain limitations in the Partnership Agreement. The Partnership Agreement also provides for advancement of expenses for proceedings against any such person. Further, the Partnership Agreement allows NBLX to purchase and maintain insurance on behalf of the General Partner, its affiliates and any person designated by the General Partner to protect against any liability incurred by such person in connection with NBLX’s activities or such person’s activities on behalf of NBLX, regardless of whether NBLX would have the power to indemnify such person against such liability under the Partnership Agreement.

Exclusive Forum

Chevron

NBLX

The Chevron Bylaws provide that, unless Chevron consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Chevron, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Chevron to Chevron or Chevron’s Stockholders,its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware.Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of Chevron’s capital  The Partnership AgreementPDC’s certificate of incorporation provides that, any claims, suits, actions or proceedings (A) arising out of or relatingunless PDC consents in any waywriting to the Partnership Agreement (includingselection of an alternative forum, a state court located within the State of Delaware (or, if no state court within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) is the exclusive forum for (1) any claims, suitsderivative action or actions to interpret, apply or enforce the provisions of the Partnership Agreement or the duties, obligations or liabilities among the Partners or of Partners to NBLX, or the rights or powers of, or restrictions on, the Partners or NBLX), (B)proceeding brought in a derivative manner on behalf of NBLX, (C)PDC, (2) any action asserting a claim of breach of afiduciary duty (including any fiduciary duty) owed by a director, officer or other employee of PDC to PDC or its stockholders, (3) any action asserting a claim against PDC or any director, officer or other employee of NBLX or the General Partner, or owed by the General Partner, to NBLX or the Partners, (D) asserting a claimPDC arising pursuant to any provision of the DRULPADGCL or (E)PDC’s certificate of incorporation or bylaws or (4) any action asserting a claim against PDC or any director, officer or other employee of

114


Rights of Chevron Stockholders

Rights of PDC Stockholders

stock will be deemed to have notice of and consented to the exclusive forum provision described in the prior sentence.

Chevron reserves the right to assert that this exclusive forum provision applies to any derivative action or proceeding brought by a stockholder to procure a judgment in Chevron’s favor, including derivative actions purporting to assert on Chevron’s behalf any claims it possesses against third parties that arise under the federal securities laws (e.g., the Securities Act and the Exchange Act). It is, however, uncertain whether a court would enforce this exclusive forum provision with respect to a derivative action or proceeding brought by a stockholder to enforce Chevron’s rights under the Securities Act or Exchange Act. In addition, Chevron’s stockholders cannot waive, and this exclusive forum provision does not purport to waive, Chevron’s own compliance with the federal securities laws and the rules and regulations thereunder.

PDC governed by the internal affairs doctrine shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims. However, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction over the action, the action may be brought in any other court in the State of Delaware having subject matter jurisdiction.

Conflicts of Interest; Fiduciary Duties

Chevron

NBLX

Chevron’s directors owe certain fiduciary duties to Chevron Stockholders. Under the DGCL, certain transactions involving an interested officer or director are not void or voidable solely because of such officer’s or director’s interest if:doctrine.

 

•  the material facts are disclosed or made known to the board

Under PDC’s certificate of directors (or committee thereof) and a majority of the disinterested directors vote to authorize the transaction in good faith;

•  the material facts are disclosed or made known to the Chevron Stockholders entitled to vote thereon and the transaction is specifically approved in good faith by vote of the Chevron Stockholders; or

•  the transaction is fair to the corporation at the time it is authorized, approved, or ratified by the board of directors (or committee thereof) or the stockholders.

The Partnership Agreement contains provisions replacing the fiduciary duties that would otherwise be owed by the General Partner with contractual standards governing the duties of the General Partner and the methods for resolving conflicts of interest. The Partnership Agreement also restricts the remedies available to NBLX Unitholders for actions taken that might, without those limitations, constitute breaches of fiduciary duty and permits the General Partner to take into account the interest of other parties in addition to NBLX’s interests when resolving conflicts of interest.

Whenever a potential conflict of interest arises between the General Partner or any of its affiliates, on the one hand, and NBLX, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its affiliates in respect of such conflict of interest will be permitted and deemed approved by all Partners and will not breach the Partnership Agreement, and Group Agreement, or any agreement contemplated in the Partnership Agreement or Group Agreement or any duty stated or implied by law or equity, if the resolution or course of action is:

•  approved by Special Approval; or

•  approved by the vote of a majority of the Outstanding Units (excluding Common Units owned by the General Partner and its affiliates).

The General Partner is authorized but will not be required in connection with its resolution of a conflict of interest to seek Special Approval or Unitholder approval of such resolutions and may adopt a resolution or course of action in respect of any such conflict of interest that has not received such approval. If Special Approval is sought, then it will be presumed the Conflicts Committee of the GP Board acted in good faith.

The Partnership Agreement also entitles the General Partner to take or decline to take any action in its individual capacity, as opposed to in its capacity as the general partner of NBLX, at its sole and absolute discretion, free of any duty (including any fiduciary

Chevron

NBLX

duty) or obligation whatsoever to NBLX, any Limited Partner, any other person who acquires any interest in a Partnership Interest or any other person bound by the Partnership Agreement and,incorporation, to the fullest extent permitted by law, this exclusive forum provision will apply to state and federal law claims, including claims under the federal securities laws (e.g., the Securities Act and the Exchange Act), although PDC stockholders will not be deemed to have waived PDC’s compliance with no requirementthe federal securities laws and the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and by-laws has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws, a court could find the choice of forum provisions contained in PDC’s certificate of incorporation to act in good faith.be inapplicable or unenforceable.

Taxation

115

Chevron

NBLX

See “Material U.S. Federal Income Tax Consequences.”

NBLX is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income tax.

Each NBLX Unitholder receives a Schedule K-1 from NBLX reflecting such unitholder’s share of NBLX’s items of income, gain, loss and deduction for each taxable year following the end of such taxable year.


DESCRIPTIONVALIDITY OF CHEVRON CAPITAL STOCK

The following is a description of the terms of Chevron’s capital stock based on the Chevron’s Organizational Documents and relevant provisions of the laws of the DGCL. This summary is not complete, and is qualified in its entirety by reference to the Chevron’s Organizational Documents and the DGCL.

General

Chevron’s authorized capital stock consists of 6,000,000,000 shares of common stock, $0.75 par value per share, and 100,000,000 shares of preferred stock, $1.00 par value per share (“Chevron Preferred Stock”). The outstanding shares of Chevron Common Stock are duly authorized, validly issued, fully paid, and nonassessable.

As of March 15, 2021, Chevron had 1,927,949,021 shares of Chevron Common Stock outstanding and no shares of Chevron Preferred Stock outstanding.

Common Stock

Voting Rights

Holders of Chevron Common Stock are entitled to one vote per share on all matters voted on by Chevron Stockholders, including the election of directors. Chevron Common Stock does not have cumulative voting rights.

Dividend Rights

Subject to the rights of holders of outstanding shares of Chevron Preferred Stock, if any, the holders of Chevron Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Chevron Board in its discretion out of funds legally available for the payment of dividends.

Liquidation Rights

Subject to any preferential rights of outstanding shares of Chevron Preferred Stock, holders of Chevron Common Stock will share ratably in all assets legally available for distribution to Chevron Stockholders in the event of dissolution.

Other Rights and Preferences

Chevron Common Stock has no sinking fund or redemption provisions or preemptive, conversion, or exchange rights. Special meetings of stockholders may be called by stockholders owning 15% of the shares of Chevron Common Stock then outstanding and entitled to vote at the meeting. Any action which may be taken by Chevron Stockholders at an annual or special meeting and which requires the approval of at least a majority of the voting power of the Chevron securities present at such meeting and entitled to vote on such action, or the shares of Chevron Common Stock present at such meeting, may not be effected except at such an annual or special meeting by the vote required for the taking of such action. Under this provision, Chevron Stockholders are prohibited from taking certain actions by unanimous written consent in lieu of a meeting, including amending the Bylaws and removing directors, unless the Chevron Board waives this requirement.

Conversion and Other Rights

No conversion, redemption or sinking fund provisions apply to Chevron Common Stock, and Chevron Common Stock is not liable to further call or assessment by the company. All issued and outstanding shares of Chevron Common Stock are fully paid and non-assessable.

Anti-Takeover Effects of Various Provisions of Delaware Law and the Chevron Organizational Documents

Certain provisions of Chevron’s Organizational Documents may be deemed to have an anti-takeover effect.

Advance Notice Requirements for Stockholder Proposals and Director Nominations. Chevron’s Bylaws provide advance notice procedures for Chevron Stockholders seeking to bring business before Chevron’s annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders and specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude Chevron’s Stockholders from bringing matters before its annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed.

Proxy Access for Director Nominations. Chevron’s Bylaws permit a stockholder or group of stockholders (up to 20) who have owned at least three percent of Chevron Common Stock for at least three years to submit director nominees (up to the greater of two nominees or 20% of the Chevron Board) for inclusion in Chevron’s Proxy Statement; provided that the nominating stockholder(s) have satisfied the requirements specified in Chevron’s Bylaws.

Additional Authorized Shares of Capital Stock. The additional shares of authorized Chevron Common Stock and Chevron Preferred Stock available for issuance under Chevron’s Organizational Documents, including shares of Chevron’s Series A Participating Preferred Stock, could be issued at such times, under such circumstances, and with such terms and conditions as to impede a change in control.

Change in Control Benefit Protection. Chevron’s Bylaws provide that Chevron and one or more of its subsidiaries may maintain benefit plans that provide for payments or other benefits or protections conditioned partly or solely upon the occurrence of a change in control, and that Chevron shall cause any surviving corporation (or any other successor to Chevron’s business and assets) to assume any such obligations of such benefit plans and make effective provision therefore, and that such benefit plans shall not be amended except in accordance with their terms.

Prohibition on Actions by Unanimous Written Consent. As described in “–Common Stock–Other Rights and Preferences” above, Chevron’s Certificate of Incorporation provides that certain actions taken by Chevron Stockholders may not be effected except at an annual or special meeting by the vote required for the taking of such action.

Listing

Chevron Common Stock is listed on the NYSE under the symbol “CVX.”

Transfer Agent and Registrar

The transfer agent and registrar for Chevron Common Stock is Computershare Trust Company, N.A.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of U.S. federal income tax consequences to U.S. Holders (as defined below) of the Merger and of owning and disposing of shares of Chevron Common Stock received in the Merger. This discussion is limited to U.S. Holders of NBLX Public Common Units that hold their NBLX Public Common Units, and will hold their shares of Chevron Common Stock received in the Merger, as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address tax consequences that may be relevant to particular holders in light of their individual circumstances, including, without limitation:

banks, financial institutions or insurance companies;

real estate investment trusts;

regulated investment companies or mutual funds;

“controlled foreign corporations” or “passive foreign investment companies”;

dealers and brokers in stocks and securities or currencies;

traders in securities that use a mark-to-market method of tax accounting;

tax-exempt entities;

certain former citizens or long-term residents of the United States;

persons that received NBLX Common Units as compensation for the performance of services;

holders of options, restricted units or bonus units granted under any NBLX benefit plan;

persons that hold NBLX Common Units or Chevron Common Stock as part of a hedge, straddle, appreciated financial position, conversion or other “synthetic security” or integrated investment or risk reduction transaction for U.S. federal income tax purposes;

S-corporations or other pass-through entities (or investors in S-corporations or other pass-through entities);

persons whose “functional currency” is not the U.S. dollar;

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds; or

persons subject to special tax accounting rules as a result of any item of gross income with respect to the NBLX Common Units or Chevron Common Stock being taken into account in an applicable financial statement.

If a partnership, or any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds NBLX Common Units, the tax treatment of a partner in such entity or arrangement will generally depend on the status of the partner and the activities of the entity or arrangement. A partner in such an entity or arrangement holding NBLX Common Units should consult its own tax advisor regarding the tax consequences of the Merger and of owning and disposing of any shares of Chevron Common Stock received in the Merger.

Moreover, this discussion does not address any tax consequences arising under the net investment income tax or the alternative minimum tax, nor does it address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to income taxes.

This discussion is based on provisions of the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations (the “Treasury Regulations”), all as of the date hereof, and any of which are subject to change, possibly with a retroactive effect so as to result in U.S. federal income tax consequences different from those discussed below. No ruling has been or is expected to be sought from the IRS with respect to any of the tax consequences discussed below. As a result there can be no assurances that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of NBLX Public Common Units or shares of Chevron Common Stock that is for U.S. federal income tax purposes:

a citizen or resident of the United States;

a corporation (or other entity or arrangement treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more U.S. persons have the authority to control all of the substantial decisions of such trust.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER OR THE RECEIPT, OWNERSHIP AND DISPOSITION OF SHARES OF CHEVRON COMMON STOCK RECEIVED IN THE MERGER. EACH HOLDER OF NBLX COMMON UNITS IS STRONGLY URGED TO CONSULT WITH AND RELY UPON ITS OWN TAX ADVISOR AS TO THE SPECIFIC FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO SUCH HOLDER OF THE MERGER AND THE RECEIPT, OWNERSHIP AND DISPOSITION OF SHARES OF CHEVRON COMMON STOCK RECEIVED IN THE MERGER, TAKING INTO ACCOUNT ITS OWN PARTICULAR CIRCUMSTANCES.

Tax Consequences of the Merger to U.S. Holders of NBLX Common Units

Tax Characterization of the Merger

The receipt of shares of Chevron Common Stock in exchange for NBLX Common Units pursuant to the Merger will be a taxable transaction to U.S. Holders for U.S. federal income tax purposes. In general, the Merger will be treated as a taxable sale of a U.S. Holder’s NBLX Common Units in exchange for shares of Chevron Common Stock received in the Merger. The remainder of this discussion assumes that the Merger will be treated as a taxable transaction.

Amount and Character of Gain or Loss Recognized

A U.S. Holder who receives shares of Chevron Common Stock in exchange for NBLX Common Units pursuant to the Merger will recognize gain or loss in an amount equal to the difference between (i) the sum of (A) the fair market value of the shares of Chevron Common Stock received and (B) such U.S. Holder’s share of

NBLX’s nonrecourse liabilities immediately prior to the Merger and (ii) such U.S. Holder’s adjusted tax basis in the NBLX Common Units exchanged therefor (which includes such U.S. Holder’s share of NBLX’s nonrecourse liabilities immediately prior to the Merger).

A U.S. Holder’s initial tax basis in NBLX Common Units purchased with cash equaled, at the time of such purchase, the amount such holder paid for the NBLX Common Units plus the U.S. Holder’s share of NBLX’s nonrecourse liabilities. Over time that basis has (i) increased by the U.S. Holder’s share of NBLX’s income and by any increases in the U.S. Holder’s share of NBLX’s nonrecourse liabilities, and (ii) decreased, but not below zero, by distributions from NBLX, by the U.S. Holder’s share of NBLX’s losses, by any decreases in the U.S. Holder’s share of NBLX’s nonrecourse liabilities and by the U.S. Holder’s share of NBLX’s expenditures that are not deductible in computing taxable income and are not required to be capitalized. Upon the disposition of an NBLX Common Unit, including in connection with the Merger, a U.S. Holder’s basis in its NBLX Common Unit will be increased by the U.S. Holder’s share of certain items related to business interest not yet deductible by such U.S. Holder due to applicable limitations on the deductibility of such business interest.

Except as noted below, gain or loss recognized by a U.S. Holder on the exchange of NBLX Common Units in the Merger will generally be taxable as capital gain or loss. However, a portion of this gain or loss, which could be substantial, will be separately computed and taxed as ordinary income or loss under Section 751 of the Code to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by NBLX and its subsidiaries. Ordinary income attributable to unrealized receivables and inventory items may exceed net taxable gain realized upon the exchange of an NBLX Common Unit pursuant to the Merger Agreement and may be recognized even if there is a net taxable loss realized on the exchange of such U.S. Holder’s NBLX Common Units pursuant to the Merger. Consequently, a U.S. Holder may recognize both ordinary income and capital loss upon the exchange of NBLX Common Units in the Merger.

Capital gain or loss recognized by a U.S. Holder will generally be long-term capital gain or loss if the U.S. Holder has held its NBLX Common Units for more than twelve months as of the Effective Time. If the U.S. Holder is an individual, such long-term capital gain will generally be eligible for reduced rates of taxation. Capital losses recognized by a U.S. Holder may offset capital gains and, in the case of individuals, no more than $3,000 of ordinary income. Capital losses recognized by U.S. Holders that are corporations may only be used to offset capital gains.

The amount of gain or loss recognized by each U.S. Holder in the Merger will vary depending on each U.S. Holder’s particular situation, including the value of the shares of Chevron Common Stock received by each U.S. Holder in the Merger, the adjusted tax basis of the NBLX Common Units exchanged by each U.S. Holder in the Merger, and the amount of any suspended passive losses that may be available to a particular unitholder to offset a portion of the gain recognized by each U.S. Holder. Passive losses that were not deductible by a U.S. Holder in prior taxable periods because they exceeded a U.S. Holder’s share of NBLX’s income may be deducted in full upon the U.S. Holder’s taxable disposition of its entire investment in NBLX pursuant to the Merger. Each U.S. Holder is strongly urged to consult its own tax advisor with respect to the unitholder’s specific tax consequences of the Merger, taking into account its own particular circumstances.

NBLX Items of Income, Gain, Loss, and Deduction for the Taxable Period of NBLX that Includes the Date of the Merger

A U.S. Holder of NBLX Common Units will be allocated its share of NBLX’s items of income, gain, loss, and deduction for the taxable period of NBLX that includes the date of the Merger in accordance with the terms of the Partnership Agreement. A U.S. Holder will be subject to U.S. federal income tax on any such allocated income and gain even if such U.S. Holder does not receive a cash distribution from NBLX. Any such income and gain allocated to a U.S. Holder will increase the U.S. Holder’s tax basis in the NBLX Common Units held and, therefore, will reduce the gain, or increase the loss, recognized by such U.S. Holder resulting from the Merger. Any losses or deductions allocated to a U.S. Holder will decrease the U.S. Holder’s tax basis in the

NBLX Common Units held and, therefore, will increase the gain, or reduce the loss, recognized by such U.S. Holder resulting from the Merger.

Tax Basis and Holding Period in Shares of Chevron Common Stock Received in the Merger

A U.S. Holder’s tax basis in the shares of Chevron Common Stock received in the Merger will equal the fair market value of such shares. A U.S. Holder’s holding period in the shares of Chevron Common Stock received in the Merger will begin on the day after the date of the Merger.

Tax Consequences to U.S. Holders of Owning and Disposing of Shares of Chevron Common Stock Received in the Merger

Distributions on Shares of Chevron Common Stock

For U.S. federal income tax purposes, distributions of cash by Chevron to a U.S. Holder with respect to shares of Chevron Common Stock received in the Merger will generally be included in a U.S. Holder’s income as ordinary dividend income to the extent of Chevron’s current or accumulated “earnings and profits” as determined under U.S. federal income tax principles. A portion of the cash distributed to Chevron Stockholders by Chevron after the Merger may exceed Chevron’s current and accumulated earnings and profits. Distributions of cash in excess of Chevron’s current and accumulated earnings and profits will be treated as a non-taxable return of capital reducing a U.S. Holder’s adjusted tax basis in such U.S. Holder’s shares of Chevron Common Stock and, to the extent the distribution exceeds such U.S. Holder’s adjusted tax basis, as capital gain from the sale or exchange of such shares of Chevron Common Stock. Dividends received by a corporate U.S. Holder may be eligible for a dividends received deduction, subject to applicable limitations. Dividends received by an individual U.S. Holder may be taxed at the lower applicable long-term capital gains rate if such dividends are treated as “qualified dividend income” for U.S. federal income tax purposes.

Sale, Exchange, Certain Redemptions or Other Taxable Dispositions of Chevron Common Stock

Upon the sale, exchange, certain redemptions or other taxable dispositions of shares of Chevron Common Stock received in the Merger, a U.S. Holder will generally recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any other property received upon such taxable disposition of shares of Chevron Common Stock and (ii) the U.S. Holder’s adjusted tax basis in such shares of Chevron Common Stock. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the shares of Chevron Common Stock disposed of is more than twelve months at the time of such taxable disposition. Long-term capital gains of non-corporate taxpayers are generally taxed at reduced rates. Capital losses recognized by a U.S. Holder may offset capital gains and, in the case of individuals, no more than $3,000 of ordinary income. Capital losses recognized by U.S. Holders that are corporations may only be used to offset capital gains.

Information Reporting and Backup Withholding

Information returns may be required to be filed with the IRS in connection with the Merger and in connection with distributions made with respect to, or dispositions of, shares of Chevron Common Stock received in the Merger. A U.S. Holder may be subject to U.S. backup withholding on payments made pursuant to the Merger or on distributions made with respect to, or on payments made pursuant to dispositions of, shares of Chevron Common Stock received in the Merger unless such holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with the applicable requirements of the backup withholding rules. Any amount withheld under the U.S. backup withholding rules is not an additional tax and will generally be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

HOUSEHOLDING OF INFORMATION STATEMENT/PROSPECTUS

Some banks, brokers and other nominees may be participating in the practice of “householding” information statements, proxy statements and annual reports. This means that only one copy of this notice of action by written consent and information statement/prospectus may have been sent to multiple unitholders in your household, unless NBLX has received contrary instructions in the past from applicable NBLX Unitholders. If you would prefer to receive separate copies of the information statement either now or in the future, please contact your bank, broker or other nominee. In addition, upon written or oral request to NBLX, NBLX will provide a separate copy of the information statement/prospectus. In addition, NBLX Unitholders sharing an address can request delivery of a single copy of the proxy statement if you are receiving multiple copies upon written or oral request to NBLX at the address and telephone number stated below. All requests or notices related to the foregoing may be directed to NBLX at the following address: 1001 Noble Energy Way, Houston, Texas 77007, (281) 872-3100; Attn: Secretary.

LEGAL MATTERS

The validity of the Chevron Common Stockcommon stock to be issued in the Mergermerger will be passed upon for Chevron by LathamPaul, Weiss, Rifkind, Wharton & Watkins LLP, Houston, Texas.Garrison LLP.

EXPERTS

The consolidated financial statements of Chevron Corporation and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this information statement/prospectus by reference to the Annual Report on Form 10-K of Chevron Corporation for the year ended December 31, 2020,2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Tengizchevroil LLP,PDC Energy, Inc. and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated intoin this information statement/prospectus by reference to the Annual Report on Form 10-K of Chevron CorporationPDC Energy, Inc. for the year ended December 31, 2020,2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent auditors,registered public accounting firm, given on the authority of suchsaid firm as experts in accountingauditing and auditing.accounting.

Certain information contained in the documents PDC includes and incorporates by reference into this prospectus with respect to the oilnatural gas and gasoil reserves associated with Noble Energy, Inc.’s, a subsidiaryPDC’s natural gas and oil prospects is derived from the reports of Chevron, oil and gas properties is confirmed in the audit letter of Netherland, Sewell & Associates, Inc.Ryder Scott Company, L.P., an independent petroleum engineering consultants,and natural gas consulting firm, and has been incorporated by reference into this document,joint proxy statement/prospectus upon the authority of said firm as experts with respect to the matters covered by such audit letterreports and in giving such audit letter.

The consolidated financial statements of Noble Midstream Partners LP as of December 31, 2020, and 2019, andreports. With respect to PDC’s Annual Report on Form 10-K for each of the years in the three-year periodyear ended December 31, 2020,2022, the information derived from the reports of Ryder Scott is included under “Items 1 and management’s assessment2. Business and Properties” and “Supplemental Information—Unaudited” of the effectivenessNotes to Consolidated Financial Statements.

Certain information contained in the documents PDC includes and incorporates by reference into this joint proxy statement/prospectus with respect to the natural gas and oil reserves associated with PDC’s natural gas and oil prospects is derived from the reports of internal control over financial reporting as of December 31, 2020, haveNetherland, Sewell & Associates, Inc., an independent petroleum and natural gas consulting firm, and has been incorporated by reference herein and in the registration into this proxy/statement in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein, andprospectus upon the authority of said firm as experts with respect to the matters covered by such reports and in accountinggiving such reports. With respect to PDC’s Annual Report on Form 10-K for the year ended December 31, 2022, the information derived from the reports of Netherland, Sewell & Associates, Inc. is included under “Items 1 and auditing.2. Business and Properties” and “Supplemental Information—Unaudited” of the Notes to Consolidated Financial Statements.

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR PDC’S 2024 ANNUAL MEETING OF STOCKHOLDERS

If the transaction is completed in 2023, PDC will become a direct, wholly-owned subsidiary of Chevron and, consequently, will not hold an annual meeting of its stockholders in 2024. If the transaction is not adopted by the requisite vote of the PDC stockholders or if the merger is not completed for any other reason, PDC intends to hold an annual meeting of its stockholders in 2024 (the “PDC 2024 annual meeting”).

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Stockholder proposals submitted for inclusion in PDC’s proxy statement and proxy card for the PDC 2024 annual meeting pursuant to Rule 14a-8 promulgated under the Exchange Act would have to have been received by PDC’s corporate secretary no later than December 14, 2023. Proposals should be addressed to:

Corporate Secretary

PDC Energy, Inc.

1099 18th Street, Suite 1500

Denver, Colorado 80202

Any proposal or nomination for director that a stockholder wishes to propose for consideration at the PDC 2024 annual meeting of stockholders, but does not seek to include in PDC’s proxy statement under applicable SEC rules, must be submitted in accordance with Section 2.9(A)(2) of PDC’s Bylaws, which provides that no business may be brought before an annual meeting of stockholders unless it is specified in the notice of the meeting or is otherwise brought before the meeting by or at the direction of the board of directors or by a stockholder entitled to vote who has delivered advance notice to PDC. The notice must contain certain information specified in PDC’s Bylaws and be delivered to the Corporate Secretary at the address set forth above not less than 80 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. In the case of the 2024 annual meeting, the notice must be delivered between February 24, 2024 and March 5, 2024. However, PDC’s Bylaws also provide that if the meeting is held more than 30 days before the anniversary of the prior year’s annual meeting or 60 days after such anniversary, notice can generally be given not later than the tenth day following the day on which public announcement of the date of the annual meeting is first made by PDC.

Pursuant to SEC Rule 14a-4(c)(1), if PDC’s corporate secretary receives any stockholder proposal at the address listed above that is not timely under the PDC Bylaws or after February 27, 2024, if the PDC Bylaws deadline does not apply, the proxies designated by the PDC Board for the PDC 2024 annual meeting will have discretionary authority to vote on such proposal.

HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. As permitted by the Exchange Act, only one copy of this proxy statement/prospectus is being delivered to stockholders residing at the same address, unless stockholders have notified PDC of their desire to receive multiple copies of the proxy statement/prospectus. This process, which is commonly referred to as “householding”, potentially provides extra convenience for stockholders and cost savings for companies. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement/prospectus, or if you are receiving multiple copies of this proxy statement/prospectus and wish to receive only one, please contact PDC at its address identified below. PDC will promptly deliver, upon oral or written request, a separate copy of this proxy statement/prospectus to any stockholder residing at an address to which only one copy was mailed. Oral or written requests for additional copies should be directed to PDC at its phone number or address appearing on the cover of this proxy statement/prospectus, to the attention of the Corporate Secretary.

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WHERE YOU CAN FIND MORE INFORMATION

Chevron and NBLXPDC file annual, quarterly and current reports, proxy statements (in the case of Chevron) and other information with the SEC. Chevron’s file number with the SEC is 001-00368 and NBLX’s file number with the SEC is 001-37640. Filings made with the SEC by Chevron and NBLX are available to the public over the InternetYou may access this information at the SEC’s webinternet website that contains reports, proxy statements and other information regarding issuers, including Chevron and PDC, who file electronically with the SEC. The address of that site atis www.sec.gov. The information contained on the SEC’s website is expressly not incorporated by reference into this informationproxy statement/prospectus.

Chevron has filed with the SEC a registration statement on Form S-4 of which this informationproxy statement/prospectus forms a part. The registration statement registers the shares of Chevron Common Stockcommon stock to be issued to NBLX Public UnitholdersPDC stockholders in connection with the Merger.merger. The registration statement, including the attached exhibits and schedules,annexes, contains additional relevant information about Chevron Common Stock.and PDC, respectively. The rules and regulations of the SEC allow Chevron and NBLXPDC to omit certain information included in the registration statement from this informationproxy statement/prospectus.

TheIn addition, the SEC allows Chevron and NBLXPDC to “incorporate by reference” the information they file with it, which means that Chevron and NBLX can disclose important information to you by referring you to those documents. Theother documents filed separately with the SEC. This information incorporated by reference is considered to be a part of this informationproxy statement/prospectus, andexcept for any information that Chevron and NBLX file later withis superseded by information included directly in this proxy statement/prospectus or incorporated by reference subsequent to the SEC will update or supersededate of this information automatically.proxy statement/prospectus as described below.

ChevronThis proxy statement/prospectus incorporates by reference the documents listed below (other than any portions of the documents not deemed to be filed)that Chevron and any future filings made by ChevronPDC have previously filed with the SEC. They contain important information about the companies and their financial condition.

Chevron SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of this information statement/prospectus and prior to the consummation of the Merger:Filings

 

  

Annual Reportreport on Form 10-K for the year ended December 31, 2020, filed with2022;

Definitive proxy statement on Schedule 14A for the SEC2023 annual meeting of stockholders;

Quarterly reports on February 25, 2021;Form 10-Q for the quarters ended March 31, 2023;

 

  

Current Reportsreports on Form 8-K filed with the SEC on January 6, 202127, 2023 (two filings), May 22, 2023 and February 1, 2021June 2, 2023 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); and

 

  

Definitive Proxy Statement on Schedule 14A forThe description of the 2020 Annual MeetingChevron common stock contained in Chevron’s certificate of Chevron Stockholders,incorporation, dated May  30, 2008, filed with the SEC on April 7, 2020; and

The description of Chevron Common Stock contained in Chevron’s certificate of incorporation, dated May 30, 2008, filed as Exhibit 3.1 to Chevron’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2008 (which updates and supersedes the description in Chevron’s registration statements filed under Section 12 of the Exchange Act), including any amendment or report filed with the SEC for the purpose of updating this description.

PDC SEC Filings

Annual report on Form 10-K for the year ended December 31, 2022;

Definitive proxy statement on Schedule 14A for the 2023 annual meeting of stockholders;

Quarterly report on Form 10-Q for the quarter ended March 31, 2023;

Current reports on Form 8-K filed on May 19, 2023, May  22, 2023, May  22, 2023 and May 26, 2023 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); and

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The description of the PDC common stock contained in Amendment No. 1 to PDC’s Registration Statement on Form 8-A/A filed with the SEC on June 8, 2015 (including any amendment or report filed with the SEC for the purpose of updating this description.description).

NBLX incorporatesTo the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference.

In addition, Chevron and PDC incorporate by reference the documents listed below (other than any portions of the documents not deemed to be filed) and any future filings made by NBLXthey make with the SEC under Sections 13(a), 13(c), 14 orand 15(d) of the Exchange Act on or after thatthe date of this informationproxy statement/prospectus and priorbefore the date of the special meeting (excluding any current reports on Form 8-K to the consummationextent disclosure is furnished and not filed). Those documents are considered to be a part of this proxy statement/prospectus, effective as of the Merger:date they are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

You can obtain any of the other documents listed above from the SEC, through the SEC’s website at the address indicated above, or from Chevron or PDC, as applicable, by requesting them in writing or by telephone as follows:

 

Chevron Corporation

6001 Bollinger Canyon Rd., Building A

San Ramon, California 94583

Attention: Investor Relations

Telephone: (925) 842-5690

    

Annual Report on FormPDC Energy, Inc.

1099 18th Street, Suite 1500

Denver, Colorado 80202

Attention: Corporate Secretary

Telephone: (303) 10-K860-5800 for the year ended December 31, 2020, filed with the SEC on February 12, 2021;

Current Reports on Form  8-K, filed with the SEC on February  11, 2021 and March 5, 2021; and

the description of the NBLX Common Units contained in NBLX’s registration statement on Form 8-A, filed with the SEC on November 17, 2015, including any subsequently filed amendments and reports updating such description.

The deliveryThese documents are available from Chevron or PDC, as the case may be, without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. You can also find information about Chevron and PDC at their internet websites at www.chevron.com and www.pdce.com, respectively. Information contained on these websites does not constitute part of this informationproxy statement/prospectus shall be accompanied by Chevron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. prospectus.

You may request a copy of any of thealso obtain documents incorporated by reference by Chevron and NBLX at no costinto this document by requesting them in writing or by telephone from the appropriate companyMorrow Sodali, PDC’s proxy solicitor, at the following address and telephone number:

Chevron Corporation509 Madison Avenue, Suite 1206

6001 Bollinger Canyon RoadNew York, New York 10022

San Ramon, California 94583-2324Email: PDCE@info.morrowsodali.com

Telephone: (925) 842-1000Call Collect: 800.662.5200

Toll-Free: 203.658.9400

If you are a stockholder of PDC and would like to request documents, please do so by July 28, 2023, which is five business days before the special meeting, to receive them before the meeting. If you request any such documents from Chevron or NBLXPDC, Chevron or PDC, as applicable, will mail them to you by first class mail, or another equally prompt means, within one business day after receipt ofChevron or PDC, as the case may be, receives your request.To obtain timely delivery

This proxy statement/prospectus is a prospectus of these documents, you must requestChevron and a proxy statement of PDC for the special meeting. Neither Chevron nor PDC has authorized anyone to give any information no later than [], 2021.

You may also obtain more information regardingor make any representation about the merger or Chevron by consulting its website, at www.chevron.com. The information on Chevron’s website (other thanor PDC that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the documents expresslymaterials that Chevron or PDC has incorporated by reference as set forth above) is not incorporated by reference ininto this informationproxy statement/prospectus, andprospectus. Therefore, if anyone does give you should not consider it partinformation of this information statement/prospectus.

You may also obtain more information regarding NBLX by consulting its website, at www.nblmidstream.com. The information on NBLX’s website (other than the documents expressly incorporated by reference as set forth above) is not incorporated by reference in this information statement/prospectus, and you should not consider it part of this information statement/prospectus.

Neither Chevron nor NBLX have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information,sort, you should not rely on

119


it. The information which appearsIf you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this informationdocument does not extend to you. This proxy statement/prospectus and which is incorporated by reference in thisdated [                ], 2023. You should not assume that the information statement/prospectus may only beis accurate as of any date other than that date, and neither its mailing to PDC stockholders nor the dateissuance of this information statement/prospectus or the date of the document in which incorporated information appears. The business, financial condition, results of operations and prospects may have changed for eachshares of Chevron and NBLX since such date.common stock in the merger will create any implication to the contrary.

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ANNEX A

THE MERGER AGREEMENT

[See attached.]


Annex A

Execution Version

AGREEMENT AND PLAN OF MERGER

by and dated as of

May 21, 2023

among

CHEVRON CORPORATION,

CADMIUM HOLDINGS INC.,

CADMIUMBRONCO MERGER SUB LLC,

NOBLE MIDSTREAM GP LLCINC.

and

NOBLE MIDSTREAM PARTNERS LP

March 4, 2021PDC ENERGY, INC.


TABLE OF CONTENTS

 

      Page 

ARTICLE I DEFINED TERMS; CONSTRUCTIONTHE MERGER

   2A-1 

Section 1.1

  

Definitions

The Merger
   2A-1 

Section 1.2

  

Interpretation

Certificate of Incorporation and By-Laws of the Surviving Corporation
   10A-2

Section 1.3

Directors and Officers of the Surviving CorporationA-3

Section 1.4

Effect on Capital StockA-3

Section 1.5

Equity AwardsA-4 

ARTICLE II THE MERGEREXCHANGE OF CERTIFICATES

   11A-6 

Section 2.1

  

The MergerSurrender and Surviving Entity

Payment
   11A-6 

Section 2.2

  

Closing

Fractional Shares
   11A-7 

Section 2.3

  

Effective Time

Lost Certificates
   11A-8 

Section 2.4

  

Effects of the Merger

Withholding Rights
   11

Section 2.5

Organizational Documents of the Surviving Entity; Directors and Officers of the General Partner

11

Section 2.6

Admission as Partner

12A-8 

ARTICLE III MERGER CONSIDERATION; EXCHANGE PROCEDURESREPRESENTATIONS AND WARRANTIES OF THE COMPANY

   12A-8 

Section 3.1

  

Merger Consideration

Corporate Existence and Power
   12A-9 

Section 3.2

  

Rights as Partnership Unitholders; Common Unit Transfers

Corporate Authorization
   13A-10 

Section 3.3

  

Exchange of Certificates and Book-Entry Units

Governmental Authorization
   13A-10 

Section 3.4

  

No Dissenters’ Rights

Non-Contravention
   15A-10 

Section 3.5

  

Anti-Dilution Provisions

Capitalization
   15A-11 

Section 3.6

  

Treatment of Awards

Subsidiaries
   15A-12

Section 3.7

SEC FilingsA-13

Section 3.8

Financial StatementsA-13

Section 3.9

Disclosure DocumentsA-13

Section 3.10

Controls and ProceduresA-14

Section 3.11

Absence of Certain ChangesA-15

Section 3.12

No Undisclosed Material LiabilitiesA-15

Section 3.13

LitigationA-15

Section 3.14

TaxesA-15

Section 3.15

Employee Benefit Plans; EmploymentA-16

Section 3.16

Compliance with LawsA-18

Section 3.17

Regulatory MattersA-18

Section 3.18

Environmental MattersA-20

Section 3.19

Title to PropertiesA-21

Section 3.20

Hydrocarbon ContractsA-21

Section 3.21

Material ContractsA-22

Section 3.22

Intellectual PropertyA-24

Section 3.23

Brokers; Financial AdvisorA-25

Section 3.24

Opinion of Financial AdvisorA-25

Section 3.25

Takeover StatutesA-25

Section 3.26

ReorganizationA-25

Section 3.27

No Additional RepresentationsA-25 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPPARENT AND THE GENERAL PARTNERMERGER SUBSIDIARY

   16A-26 

Section 4.1

  

Organization, StandingCorporate Existence and Power

   16A-26 

Section 4.2

  

Capitalization

Corporate Authorization
   17A-27 

Section 4.3

  

Authority; Noncontravention; Voting Requirements

Governmental Authorization
   18A-27 

Section 4.4

  

Governmental Approvals

Non-Contravention
   19

Section 4.5

Partnership SEC Documents; Undisclosed Liabilities; Internal Controls

19

Section 4.6

Absence of Certain Changes or Events

21

Section 4.7

Legal Proceedings

21

Section 4.8

Compliance With Laws

21

Section 4.9

Environmental Matters

21

Section 4.10

Information Supplied

22

Section 4.11

Partnership Benefit Plans; Employee Matters

22

Section 4.12

Real Property

23

Section 4.13

Regulatory Matters

24

Section 4.14

Opinion of Financial Advisor

25

Section 4.15

Brokers and Other Advisors

25

Section 4.16

Insurance

25

Section 4.17

Investment Company Act25

Section 4.18

No Other Representations or Warranties25

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDINGS AND MERGER SUB

25

Section 5.1

Organization, Standing and Power

26

Section 5.2

Capitalization

26

Section 5.3

Authority; Noncontravention; Voting Requirements

27

Section 5.4

Governmental Approvals

28A-28 

 

iA-i


      Page 

Section 5.54.5

  

Parent SEC Documents; Undisclosed Liabilities; Internal Controls

Capitalization
   28A-28 

Section 5.64.6

  

Absence of Certain Changes or Events

SEC Filings
   29A-29 

Section 5.74.7

  

Legal Proceedings

Financial Statements
   29A-29 

Section 5.84.8

  

Compliance With Laws

Disclosure Documents
   30A-29 

Section 5.94.9

  

Information Supplied

Controls and Procedures
   30A-30 

Section 5.104.10

  

Brokers and Other Advisors

Absence of Certain Changes
   30A-31 

Section 5.114.11

  

Investment Company Act

No Undisclosed Material Liabilities
   30A-31 

Section 5.124.12

  

Ownership of Partnership Interests

Litigation
   30A-31 

Section 5.134.13

  Compliance with LawsA-31

Section 4.14

Capitalization of Merger SubsidiaryA-31

Section 4.15

ReorganizationA-32

Section 4.16

Ownership of Company Common StockA-32

Section 4.17

No OtherAdditional Representations or WarrantiesA-32

ARTICLE V COVENANTS OF THE COMPANY

   30A-32

Section 5.1

Conduct of the CompanyA-32

Section 5.2

Company Stockholder Meeting; Proxy MaterialA-36

Section 5.3

Resignation of Company DirectorsA-40

Section 5.4

Other ActionsA-40 

ARTICLE VI ADDITIONAL COVENANTS AND AGREEMENTSOF PARENT

   31A-40 

Section 6.1

  

PreparationConduct of the Registration Statement, the Information Statement

Parent
   31A-40 

Section 6.2

  

ConductObligations of Business

Merger Subsidiary
   31A-41 

Section 6.3

  

Reasonable Best Efforts

Director and Officer Liability
   34A-41 

Section 6.4

  

Public Announcements

Form S-4
   34A-43 

Section 6.5

  

Access to Information

Stock Exchange Listing
   35A-43 

Section 6.6

  

Indemnification and Insurance

Employee Benefits
   35

Section 6.7

Fees and Expenses

36

Section 6.8

Section 16 Matters

36

Section 6.9

Stock Exchange Listing, Delisting and Deregistration

36

Section 6.10

Dividends and Distributions

37

Section 6.11

Conflicts Committee

37

Section 6.12

Performance by the General Partner

37

Section 6.13

Tax Matters

37

Section 6.14

Takeover Statutes

38

Section 6.15

Securityholder Litigation

38A-43 

ARTICLE VII CONDITIONS PRECEDENTCOVENANTS OF PARENT AND THE COMPANY

   38A-45 

Section 7.1

  

Conditions to Each Party’s Obligation to Effect the Merger

Reasonable Best Efforts
   38A-45 

Section 7.2

  

Conditions to Obligations of Parent, Holdings and Merger Sub to Effect the Merger

Certain Filings
   39A-47 

Section 7.3

  

ConditionsAccess to Obligation of the Partnership to Effect the Merger

Information
   39A-47 

Section 7.4

  

Frustration of Closing Conditions

Tax Treatment
   39A-47

Section 7.5

Public AnnouncementsA-48

Section 7.6

Further AssurancesA-48

Section 7.7

Notices of Certain EventsA-48

Section 7.8

No SolicitationA-48

Section 7.9

Takeover StatutesA-51

Section 7.10

Section 16(b)A-51

Section 7.11

Coordination of Quarterly DividendsA-51

Section 7.12

Stock Exchange Delisting; DeregistrationA-51

Section 7.13

Treatment of Company IndebtednessA-51

Section 7.14

Transaction LitigationA-53

Section 7.15

Parent VoteA-53 

ARTICLE VIII TERMINATIONCONDITIONS TO THE MERGER

   40A-53 

Section 8.1

  

Termination

Conditions to the Obligations of Each Party
   40A-53 

Section 8.2

  

EffectAdditional Conditions to the Obligations of Termination

Parent and Merger Subsidiary
   41A-53 

Section 8.3

  Additional Conditions to the Obligations of the CompanyA-54

ExpensesSection 8.4

Frustration of Closing ConditionsA-54

A-ii


Page

ARTICLE IX TERMINATION

   41A-55 

ARTICLE IX MISCELLANEOUS

42

Section 9.1

  

No Survival, Etc.

Termination
   42A-55 

Section 9.2

  Effect of TerminationA-56

Amendment or SupplementARTICLE X MISCELLANEOUS

   42A-56

Section 10.1

NoticesA-56 

Section 9.310.2

  

GP Board Consent

Non-Survival of Representations and Warranties
   42A-57 

Section 9.410.3

  

Extension of Time, Waiver, Etc.

Amendments; No Waivers
   42A-57 

Section 9.510.4

  

Assignment

Expenses
   42A-57 

Section 9.610.5

  

Counterparts

Company Termination Fee
   42A-58 

Section 9.710.6

  

Entire Understanding; No Third-Party Beneficiaries

Successors and Assigns
   43A-58 

Section 9.810.7

  

Governing Law; Jurisdiction; Waiver of Jury Trial

Law
   43A-59 

Section 9.910.8

  

Specific Performance

Enforcement; Jurisdiction
   43A-59 

Section 9.1010.9

  

Notices

Waiver of Jury Trial
   44A-59 

Section 9.1110.10

  

Severability

Counterparts; Effectiveness
   45A-59 

Section 9.1210.11

  

Non-Recourse

Entire Agreement
   45A-59

Section 10.12

CaptionsA-59

Section 10.13

SeverabilityA-60

Section 10.14

InterpretationA-60 

EXHIBITS

iiExhibit A—Form of Certificate of Incorporation of Surviving Corporation

A-iii


DEFINED TERMS

Term

Section

2024 IndentureSection 7.13(b)
2024 NotesSection 7.13(b)
2024 TrusteeSection 7.13(b)
2026 IndentureSection 7.13(b)
2026 NotesSection 7.13(b)
2026 TrusteeSection 7.13(b)
Acquisition ProposalSection 7.8(b)
Affected EmployeesSection 6.6(b)
AgreementPreamble
Anti-Corruption LawsSection 3.17(d)(i)
Anti-Discrimination LawsSection 3.15(i)
Antitrust LawsSection 7.1(a)
Book-Entry SharesSection 1.4(b)
Cap AmountSection 6.3(d)
Capital BudgetSection 5.1(g)
CERCLASection 3.18(b)
CertificateSection 1.4(b)
Certificate of MergerSection 1.1(b)
Change in ControlSection 6.6(a)
Change in the Company RecommendationSection 5.2(a)
ClosingSection 1.1(d)
Closing DateSection 1.1(d)
CodeRecitals
Common Shares TrustSection 2.2(b)
CompanyPreamble
Company 10-KSection 3.7(a)
Company 401(k) PlansSection 6.6(e)
Company Balance SheetSection 3.8
Company Balance Sheet DateSection 3.8
Company Benefit PlansSection 3.15(a)
Company By-LawsSection 3.1
Company Capital StockSection 3.5
Company CharterSection 3.1
Company Common StockRecitals
Company Credit AgreementSection 5.1(k)
Company Director RSU AwardSection 1.5(d)
Company Disclosure SchedulesArticle III
Company Environmental PermitsSection 3.18(a)
Company Intellectual PropertySection 3.22(a)
Company Material Adverse EffectSection 3.1
Company Owned Intellectual PropertySection 3.22(a)
Company Pension PlanSection 3.15(e)
Company Preferred StockSection 3.5
Company Proxy StatementSection 3.9(a)
Company PSU AwardSection 1.5(c)
Company RecommendationSection 5.2(f)
Company RSU AwardSection 1.5(b)
Company SARSection 1.5(a)
Company SEC DocumentsSection 3.7(a)

A-iv


Term

Section

Company SecuritiesSection 3.5
Company Stockholder ApprovalSection 3.2(a)
Company Stockholder MeetingSection 5.2(f)
Company Subsidiary SecuritiesSection 3.6(b)
Company Termination FeeSection 10.5(a)(iii)
Comprehensive Area PlanSection 5.1(s)
Confidentiality AgreementSection 7.3
Consent SolicitationSection 7.13(b)
ContractSection 3.21(a)
COVID-19Section 5.1
COVID-19 MeasuresSection 5.1
Creditors’ RightsSection 3.2(a)
De Minimis InaccuraciesSection 8.2(a)
Debt OfferSection 7.13(b)
Debt OffersSection 7.13(b)
Delaware CourtSection 10.8
DGCLRecitals
DJ BasinSection 6.1(d)
E&P AssetsSection 5.1(i)
Economic Sanctions/Trade LawsSection 3.17(d)(ii)
EffectSection 3.1
Effective TimeSection 1.1(b)
End DateSection 9.1(b)(i)
Environmental LawsSection 3.18(b)
ERISASection 3.15(a)
ERISA AffiliateSection 3.15(d)
Excess SharesSection 2.2(a)
Exchange ActSection 3.3
Exchange AgentSection 2.1(a)
Exchange RatioSection 1.4(a)
FCCSection 3.3
Financial AdvisorSection 3.23
Form S-4 Clearance DateSection 5.2(c)
Form S-4Section 4.8(a)
GAAPSection 3.8
Government OfficialSection 3.17(a)
Hazardous SubstanceSection 3.18(b)
HSR ActSection 3.3
Hydrocarbon ContractSection 3.20(a)
HydrocarbonsSection 3.20(a)
Indemnified LiabilitiesSection 6.3(a)
Indemnified PersonsSection 6.3(a)
IndenturesSection 7.13(b)
Initial Closing TimeSection 1.1(d)
Intellectual PropertySection 3.22(a)
Intervening EventSection 5.2(b)(ii)
Intervening Event Match PeriodSection 5.2(b)(ii)
Intervening Event NoticeSection 5.2(b)(ii)
knowledgeSection 3.10(e)
Legal RestraintSection 9.1(c)
LienSection 3.4

A-v


Term

Section

Material ContractSection 3.21(b)
Measurement DateSection 3.5
MergerRecitals
Merger ConsiderationSection 1.4(a)
Merger SubsidiaryPreamble
Money Laundering LawsSection 3.17(d)(iii)
NasdaqSection 3.3
NYSESection 2.2(a)
OFACSection 3.17(d)(ii)
ParentPreamble
Parent 10-KSection 4.6(a)
Parent Balance SheetSection 4.7
Parent Balance Sheet DateSection 4.7
Parent Closing ElectionSection 1.1(d)
Parent Common StockRecitals
Parent Common Stock IssuanceRecitals
Parent Disclosure SchedulesArticle IV
Parent Material Adverse EffectSection 4.1
Parent Measurement DateSection 4.5
Parent Preferred StockSection 4.5
Parent SEC DocumentsSection 4.6(a)
Parent SecuritiesSection 4.5
Payoff AmountSection 7.13(a)
PersonSection 2.1(c)
Personal DataSection 3.22(c)
Privacy PoliciesSection 3.22(c)
ProceedingSection 6.3(a)
RCRASection 3.18(b)
ReleaseSection 3.18(b)
Reorganization TreatmentSection 7.4(a)
Sanctions TargetSection 3.17(d)(iv)
Sarbanes-Oxley ActSection 3.10(a)
SECSection 1.5(f)
Securities ActSection 3.3
Significant SubsidiariesSection 3.6(a)
Specified Month End DateSection 1.1(d)
Subject IndebtednessSection 7.13(a)
SubsidiarySection 3.6(a)
Substantial DetrimentSection 7.1(c)
Superior ProposalSection 7.8(b)
Superior Proposal Match PeriodSection 5.2(b)(i)
Superior Proposal NoticeSection 5.2(b)(i)
Surviving CorporationSection 1.1(a)
Tax ProceedingSection 3.14(b)
Tax ReturnsSection 3.14
TaxesSection 3.14
Transaction LitigationSection 7.14
TransactionsRecitals
WARN ActSection 5.1(h)

A-vi


AGREEMENT AND PLAN OF MERGER

ThisTHIS AGREEMENT AND PLAN OF MERGER dated as of March 4, 2021 (this “Agreement”), dated as of May 21, 2023 is entered into by and among Chevron Corporation, a Delaware corporation (“Parent”), Cadmium HoldingsBronco Merger Sub Inc., a newly formed Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Subsidiary”), and PDC Energy, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdings”), Cadmium Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Holdings (“Merger Sub”), Noble Midstream Partners LP, a Delaware limited partnership (the “PartnershipCompany”), and Noble Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.

W I T N E S S E T H:

WHEREAS, prior to the execution of this Agreement, for the purpose of effecting the transactions contemplated by this Agreement, (a) Parent has organized Holdings and contributed to it $1,000 cash and (b) Holdings has organized Merger Sub and contributed to it $1,000 in cash;

WHEREAS, each of Parent and the Partnership wishes to effect a strategic business combination by means of a merger of Merger Sub with and into the Partnership (the “Merger”), with the Partnership surviving the Merger;

WHEREAS, the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of the General Partner (the “GP Board”), by unanimous vote, in good faith, has, among other things, (a) determinedis proposed that, this Agreement and the transactions contemplated hereby, including the Merger, are in, or not adverse to, the interests of the Partnership and the Partnership Unaffiliated Unitholders, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting “Special Approval” as defined in Section 7.9(b) of the Partnership Agreement), (c) resolved to recommend to the GP Board the approval of this Agreement and the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger, and (d) resolved, and recommended that the GP Board resolve, to direct that this Agreement be submitted to a vote of the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement;

WHEREAS, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, has, among other things, (a) determined that the forms, terms and provisions of this Agreement and the transactions contemplated hereby, including the Merger, are in, or not adverse to, the interests of the Partnership and the Limited Partners, (b) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary will be merged with and (c) directed thatinto the adoption of this Agreement andCompany (the “Merger”) in accordance with the approvalapplicable provisions of the Merger be submitted to a vote of the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement;

WHEREAS, pursuant to Section 3.1 of theDelaware General Partner Company Agreement, Parent has caused NBL Midstream, LLC, a Delaware limited liability company and an indirect, wholly owned Subsidiary of Parent (“NBL”) to deliver to the GP Board its consentCorporation Law (the “Sole Member ConsentDGCL”), in NBL’s capacitywith the Company surviving the Merger as the sole memberSurviving Corporation (as defined below) and a direct, wholly-owned subsidiary of the General Partner (NBL, in such capacity, the “Sole Member”), pursuant to which the Sole Member has (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Sole Member and the General Partner and (b) approved the execution, delivery and performance of the Transaction Documents and the transactions contemplated hereby, including the Merger, by the General Partner;Parent;

WHEREAS, the Board of Directors of Parent, (the “Parent Board”), by unanimous vote,at a meeting duly called and held on or prior to the date of this Agreement, has unanimously (a) determined that the forms, terms and provisions of this Agreement and the issuance of the shares of common stock of Parent, par value $0.75 per share (“Parent Common Stock”), pursuant to this Agreement (the “Parent Common Stock Issuance”) and the other transactions contemplated hereby including the

Merger and the issuance of Parent Shares as consideration for the Merger (the “Parent Stock IssuanceTransactions”), are fair to, and in the best interests of, Parent and the Parent StockholdersParent’s stockholders and (b) authorized the executionapproved and delivery of the Transaction Documentsdeclared advisable this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, on the terms and subject to the conditions set forth in this Agreement;Transactions;

WHEREAS, the boardBoard of directorsDirectors of Holdings (the “Holdings Board”)the Company, at a meeting duly called and held on or prior to the date of this Agreement, has unanimously (a) determined that this Agreement and the transactions contemplated hereby including(including the Merger,Merger) are fair to and in the best interests of Holdings and its sole stockholderthe Company’s stockholders, (b) approved and declared it advisable to enter into this Agreement and (b) approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby;hereby (including the Merger), (c) directed that the adoption of this Agreement be submitted to a vote at a meeting of the holders of shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) and (d) resolved (subject to Section 5.2 and Section 7.8) to recommend the adoption of this Agreement by the holders of Company Common Stock;

WHEREAS, Holdings directly owns 100%the Board of the issued and outstanding limited liability company interests in Merger Sub, and Holdings, in its capacity as the sole memberDirectors of Merger Sub,Subsidiary has by unanimous vote (a) determined that this Agreement and the transactions contemplated hereby, including the Merger,Transactions are fair to, and in the best interests of, Merger SubSubsidiary’s sole stockholder, (b) approved and declared it advisable for Merger Sub to enter into this Agreement and consummate the Merger and (b) approved the adoption, execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger;Transactions and

WHEREAS, Parent has caused NBL, in its capacity as the record and beneficial owner of Common Units constituting a “Unit Majority” (as defined in the Partnership Agreement) to deliver on the date hereof (c) submitted this Agreement to the Partnershipsole stockholder of Merger Subsidiary, for adoption thereby and recommended that the Written Consent approvingsole stockholder approve and adopt this Agreement and the transactions contemplated hereby, includingTransactions; and

WHEREAS, for U.S. federal income tax purposes, it is intended that the Merger pursuant toqualify as a “reorganization” within the meaning of Section 13.11368(a) of the Partnership Agreement.Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is hereby adopted as a “plan of reorganization” within the meaning of Treasury Regulations sections 1.368-2(g) and 1.368-3(a).

NOW, THEREFORE, in consideration of the promises and the respective representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound,set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINED TERMS; CONSTRUCTIONTHE MERGER

Section 1.1    DefinitionsThe Merger. As used

(a)    Upon the terms and subject to the conditions set forth in this Agreement, (i) at the following terms haveEffective Time (as defined below), Merger Subsidiary shall be merged with and into the meanings ascribed thereto below:Company in accordance with the

Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly,

A-1


requirements of the power to direct or causeDGCL, whereupon the directionseparate existence of Merger Subsidiary shall cease, and the management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise; provided,however, that, except where otherwise expressly provided, for the purposes of this Agreement, none of the Partnership and its Subsidiaries, on the one hand, and Parent and all of its other Subsidiaries (including the General Partner, NBL, Holdings and Merger Sub), on the other hand,Company shall be considered tothe surviving corporation in the Merger (the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be Affiliatesa direct, wholly-owned subsidiary of Parent.

(b)    On the Closing Date, immediately after the Closing, the Company will file a certificate of merger with respect to each other.the Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”) and the parties shall make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Parent and the Company may agree and is specified in the Certificate of Merger (the “Effective Time”).

(c)    From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and Merger Subsidiary, all as provided under the DGCL.

(d)    The closing of the Merger (the AgreementClosing has) shall take place (i) at the meaningoffices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York, 10019 or remotely by exchange of documents and signatures (or their electronic counterparts) as soon as practicable, no later than the second (2nd) Business Day following the day on which the last to be fulfilled or waived of the conditions set forth in Article VIII (other than those conditions that by their nature are to be fulfilled at the Preamble.

Balance Sheet Date” means December 31, 2020.

Benefit Plan” means (i) any “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or notClosing, but subject to ERISA,the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement (but no later than the End Date) (the “Initial Closing Time”) or (ii) at such other place and (ii) any employment, consulting, severance, termination, retention, changetime as the Company and Parent may agree in writing; provided, however, that in order to permit Parent to have a Closing on the first Business Day of control, health, medical, dental, vision, cafeteria, disability, accident, insurance, vacation, paid-time-off, flex spending, perquisite, welfare fringe benefit, compensatory equitya month (unless delayed as set forth below), in certain circumstances where the Closing would otherwise take place near the end of the month, the parties agree as follows: if, but for this proviso, the Closing would have occurred on a Specified Month End Date, then, if elected in writing by Parent (one time) (a “Parent Closing Election”) prior to the Initial Closing Time, (A) the Closing shall take place on the first Business Day following the latest Specified Month End Date, or equity-based, deferred compensation, profit sharing, retirement, pension, savings, termination and each other compensation or employee benefit plan, program, policy, agreement or arrangement.

Book-Entry Units” has(B) if Closing cannot take place on such date as a result of failure of the meaningcondition set forth in Section 3.28.1(c).

, the next Business Day” means a day other than a Saturday, a Sunday or any other day on which such failure no longer exists (the Business Day in the SEC or banks in New York, New York are authorized or required byforegoing subclauses (A) and (B), as applicable, Laws to be closed.

the CertificateDeferred Closing Date has); provided, further, that any Parent Closing Election shall include Parent’s confirmation that, (x) at the meaningtime of such election, all of the conditions set forth in Section 3.2.

Certificate of Merger” has the meaning set forth in Section 2.3.

Closing” has the meaning set forth in Section 2.2.

Closing Date” has the meaning set forth in Section 2.2.

Code” means the Internal Revenue Code of 1986, as amended.

Common Unit” has the meaning set forth in the Partnership Agreement.

Conflicts Committee” has the meaning set forth in the Recitals.

Conflicts Committee Financial Advisor” has the meaning set forth in Section 4.14.

Contract” has the meaning set forth in Section 4.3(b).

DLLCA” means the Delaware Limited Liability Company Act.

DRULPA” means the Delaware Revised Uniform Limited Partnership Act.

Effective Time” has the meaning set forth in Section 2.3.

Enforceability Exceptions” has the meaning set forth in Section 4.3(a).

Environmental Laws” means any Law relating to (i) pollution, the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or health and safety (to the extent related to exposure to Hazardous Substances), or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, Release or disposal of Hazardous Substances, in each case as in effect at the date of this Agreement.

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

Exchange Act” has the meaning set forth in Section 4.4.

Exchange Agent” has the meaning set forth in Section 3.3(a).

Exchange Fund” has the meaning set forth in Section 3.3(a).

Exchange Ratio” has the meaning set forth in Section 3.1(a).

FERC” has the meaning set forth in Section 4.13(b).

FPA” has the meaning set forth in Section 4.13(a).

GAAP” means generally accepted accounting principles in the United States, as applied on a consistent basis.

General Partner” has the meaning set forth in the Preamble.

General Partner Company Agreement” means the First Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of September 20, 2016, as may be amended, modified or supplemented from time to time.

General Partner Interest” has the meaning set forth in the Partnership Agreement.

Governmental Authority” means any government, court, arbitrator, regulatory or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, foreign or multinational.

GP Board” has the meaning set forth in the Recitals.

Hazardous Substance” means any substance, material or waste that is listed, defined, designated or classified as hazardous, toxic, radioactive, dangerous or a “pollutant” or “contaminant” or words of similar meaning under any applicable Environmental Law that is otherwise regulated or for which liability or standards of care may be imposed under Environmental Laws, including without limitation petroleum or any fraction, derivative or byproduct thereof, natural gas, liquefied natural gas, coal refuse, coal by-products, coal ash, radon, radioactive material, asbestos or asbestos containing material, urea formaldehyde foam insulation or polychlorinated biphenyls.

Holdings” has the meaning set forth in the introductory paragraph.

Holdings Board” has the meaning set forth in the recitals.

ICA” has the meaning set forth in Section 4.13(a).

Indemnified Person” means any Person who is now, or has been or becomes at any time prior to the Effective Time, an officer, director or employee of Parent, the Partnership, the General Partner, NBL or any of their respective Subsidiaries and also with respect to any such Person, in their capacity as a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with Parent or the Partnership, as applicable) serving at the request of or on behalf of Parent, the Partnership, the General Partner, NBL or any of their respective Subsidiaries, as applicable, and together with such Person’s heirs, executors or administrators.

Information Statement” has the meaning set forth in Section 4.4.

Laws” or “Law” has the meaning set forth in Section 4.8(a).

Liens” has the meaning set forth in Section 4.1(c).

Limited Partner” has the meaning set forth in the Partnership Agreement.

Material Adverse Effect” means, when used with respect to a Person, any change, condition, circumstance, effect, event, development, state of facts or occurrence that, individually or in the aggregate, (x) has had or would reasonably be expected to have a material adverse effect on the business, operations, assets, liquidity, condition (financial or otherwise) or results of operations of such Person and its Subsidiaries, taken as a whole, or

(y) prevents or materially impedes, interferes with or hinders a party’s ability to consummate the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, on or before the Outside Date; provided, however, that any adverse changes, conditions, circumstances, effects, events, developments, states of facts or occurrences resulting from or due to any of the following shall be disregarded in determining whether there has been a Material Adverse Effect: (i) changes, conditions, circumstances, effects, events, developments, states of facts or occurrences generally affecting the economy, the financial or capital markets or political, legislative or regulatory conditions or changes in the industries in which such Person operates; (ii) the announcement or pendency of this Agreement or the transactions contemplated by this Agreement or, except specifically for purposes of determining whether there is a breach of the representations and warranties made by the applicable parties in Section 4.3(b) 8.1 and Section 5.3(b)8.2 of this Agreement were satisfied on the date the Closing would have occurred but for the immediately preceding proviso and (y) all such conditions (other than the conditions set forth in (1) Section 8.1(c) and (2) Section 8.2(a)(i), but only to the satisfactionextent the Company’s material and intentional breach after its receipt of the Parent Closing Election was a principal cause of the failure of the condition in Section 8.2(a)(i) to be satisfied) shall be deemed to be satisfied as of the Deferred Closing Date; it being understood, that nothing in this Section 1.1 or otherwise affects the need for the closing conditions set forth in Section 7.2(a)8.3 to be fulfilled or waived, as applicable, at the Deferred Closing Date. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. For purposes of this Agreement, “Specified Month End Date” means any date which is ten (10) or fewer calendar days prior to the last calendar day of any calendar month.

Section 1.2    Certificate of Incorporation andBy-Laws of the Surviving Corporation. Subject to Section 7.3(a)6.3:

(a)    At the Effective Time, by virtue of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety as set forth in Exhibit A, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time, until thereafter amended in accordance with its terms and the DGCL.

(b)    At the Effective Time, the by-laws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety as set forth in the by-laws of the Merger Subsidiary, as in effect immediately prior to the Effective Time, except that all references therein to Merger Subsidiary shall be

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automatically amended and shall become references to the Surviving Corporation, and as so amended and restated, shall be the by-laws of the Surviving Corporation from and after the Effective Time, until thereafter amended in accordance with their terms, the DGCL and the certificate of incorporation of the Surviving Corporation.

Section 1.3    Directors and Officers of the Surviving Corporation. The directors of Merger Subsidiary immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, and the officers of Merger Subsidiary immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Section 1.4    Effect on Capital Stock.

(a)    At the Effective Time, subject to the other provisions of Articles I and II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 1.4(d) and any shares of Company Common Stock covered under Section 1.5) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive 0.4638 (the “Exchange Ratio) of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Merger Consideration”).

(b)    From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of (x) a certificate (each a “Certificate”) or (y) non-certificated shares represented by book-entry (“Book-Entry Shares”) previously representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such representationssecurities, except the right to receive (i) the Merger Consideration, (ii) any dividends or other distributions with a record date prior to the Effective Time which have been declared by the Company in accordance with this Agreement and warranties,which remain unpaid at the takingEffective Time, and any dividends and other distributions in accordance with Section 2.1(f) and (iii) any cash to be paid in lieu of any action expressly permitted or expressly contemplated byfractional share of Parent Common Stock in accordance with Section 2.2.

(c)    If at any time during the period between the date of this Agreement; (iii)Agreement and the Effective Time, any change in the market price or trading volume of the limited partner interests,outstanding shares of commoncapital stock of Parent or other equity securitiesthe Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such Person (it being understoodperiod, the Merger Consideration, the Exchange Ratio and agreed that the foregoing shall not preclude any other partysimilarly dependent items, as the case may be, shall be appropriately adjusted to this Agreement from asserting that any facts or occurrences giving rise to or contributing to such change that are not otherwise excluded fromprovide the definitionholders of Material Adverse Effect should be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect); (iv) actsshares of war, terrorism (including domestic terrorism and cyberterrorism) or other hostilities (orCompany Common Stock the escalation of the foregoing), whether or not pursuant to the declaration of a national emergency or war, pandemics (including the COVID-19 pandemic, any mutation or variation of the virus underlying the COVID-19 pandemic or any health conditions related thereto), epidemics or natural disasters or other force majeure events; (v) changes in any applicable Laws or regulations applicable to such Person or applicable accounting regulations or principles or the interpretation thereof; (vi) any Proceedings commenced by or involving any current or former member, partner or stockholder of such Person or any of its Subsidiaries arising out of or related to this Agreement or the transactionssame economic effect as contemplated by this Agreement; (vii) changes, effects, events or occurrences generally affecting the prices of oil, natural gas or other carbon-based sources of energy or power; (viii) any failure of a Person to meet any internal or external projections, budgets, forecasts or estimates of revenues, earnings or other financial or operating metrics for any period (it being understood and agreed that the foregoing shall not preclude any other party to this Agreement from asserting that any facts or occurrences giving rise to or contributingprior to such failureevent; provided that are not otherwise excluded from(i) nothing in this Section 1.4 shall be construed to permit the definition of Material Adverse Effect should be deemedCompany or Parent to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect); and (ix)take any action with respect to Parent only,its securities that is otherwise prohibited by the terms of this Agreement and (ii) cash dividends and grants of equity compensation not prohibited by the terms hereof shall not result in any effectadjustment to the extent resulting from a change, condition, circumstance, effect, event, development, stateExchange Ratio.

(d)    At the Effective Time, all shares of factsCompany Common Stock that are owned directly by Parent, Merger Subsidiary or occurrence that has a Material Adverse Effectthe Company shall, by virtue of the Merger and without any action on the Partnershippart of the holder thereof, be cancelled and its Subsidiaries; provided, however, that changes, conditions, circumstances, effects, events, developments, stateretired and shall cease to exist and no stock of factsParent, cash or occurrences referred to in clauses (i), (iv), (v) and (vii) aboveother consideration shall be considered for purposesdelivered in exchange therefor. For the avoidance of determining whether there has beendoubt, this Section 1.4(d) shall not apply to shares of Company Common Stock held in trust or would reasonably be expected to be a Material Adverse Effect if and to the extent such changes, conditions, circumstances, effects, events, developments, state of facts or occurrences have had or would reasonably be expected to have a disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, as compared to other companies of similar size operatingotherwise set aside from shares held in the industries in whichCompany’s treasury pursuant to a Company Benefit Plan (as such Person and its Subsidiaries operate.

Maximum Amount” has the meaning set forthterm is defined in Section 6.6(b)3.15).

(e)    At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain

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outstanding as one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Section 1.5    Equity Awards.

(a)    At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each outstanding stock appreciation right with respect to shares of Company Common Stock (each, a MergerCompany SAR has), whether or not vested, shall cease to represent a Company SAR, and shall thereafter constitute a stock appreciation right, on the meaning set forth insame terms and conditions as were applicable under such Company SAR immediately prior to the Recitals.Effective Time, including any provisions for acceleration, with respect to the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Company Common Stock subject to such Company SAR immediately prior to the Effective Time by (y) the Exchange Ratio. The exercise price per share of Parent Common Stock subject to any such Company SAR at and after the Effective Time shall be an amount (rounded up to the nearest one hundredth of a cent) equal to (A) the exercise price per share of Company Common Stock subject to such Company SAR immediately prior to the Effective Time divided by (B) the Exchange Ratio.

(b)    At the Effective Time, by virtue of the Merger Consideration” hasand without any action on the meaning set forth in Section 3.1(a).

Merger Sub” haspart of the meaning set forth in the Preamble.

NASDAQ” means The NASDAQ Stock Market LLC.

NBL” has the meaning set forth in the Recitals.

NGA” has the meaning set forth in Section 4.13(a).

NGPA” has the meaning set forth in Section 4.13(a).

NYSE” means the New York Stock Exchange.

NYSE Listing Application” has the meaning set forth in Section 6.9(a).

Organizational Documents” means any charter, certificateholder thereof, each award of incorporation, articles of association, bylaws, operating agreement, agreement of limited partnership, limited liability company agreement or similar formation or governing documents and instruments.

Outside Date” has the meaning set forth in Section 8.1(b)(i).

Parent” has the meaning set forth in the Preamble.

Parent Benefit Plan” means any Benefit Plan maintained, sponsored or administered by Parent or any of its Subsidiaries (excluding the General Partner, the Partnership or any of their respective Subsidiaries) for the benefit of their respective current or former employees, independent contractors and directors (and their respective beneficiaries),restricted stock units other than any statutory plan, program or arrangementa Company PSU Award and a Company Director RSU Award (each, a “Company RSU Award”) that corresponds to shares of Company Common Stock that is required by applicable Laws, other than the Lawsoutstanding as of the United States,Effective Time, whether or not vested, shall cease to represent a Company RSU Award with respect to Company Common Stock and maintainedshall thereafter constitute a restricted stock unit award, on the same terms and conditions as were applicable under such Company RSU Award immediately prior to the Effective Time, including any provisions for acceleration, with respect to the number (rounded to the nearest whole number) of shares of Parent Common Stock determined by any Governmental Authority.multiplying (x) the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time by (y) the Exchange Ratio. For the avoidance of doubt, no Partnership Benefit Plan is a Parent Benefit Plan.any amounts relating to dividend equivalent rights, if any, granted with respect to such Company RSU Award that are accrued but unpaid as of the Effective Time will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such Company RSU Award immediately prior to the Effective Time.

Parent Board” has(c)    At the meaning set forth inEffective Time, by virtue of the Recitals.

Parent Bylaws” meansMerger and without any action on the Amended and Restated Bylawspart of Parent, effective September 30, 2020.

Parent Charter” means the Restated Certificateholder thereof, each award of Incorporation of Parent, dated May 30, 2008 as may be further amended, modified or supplemented from time to time.

Parent Common Stock” means the common stock, par value $0.75 per share, of Parent.

Parent Equity Awards” means collectively, the stock options, stock appreciation rights, restricted stock units deferred stock units,for which vesting is conditioned in full or in part based on achievement of performance awards, performance stockgoals or performance share units, stock or share units, phantom stock or other awards relatingmetrics (each, a “Company PSU Award”) that corresponds to Parentshares of Company Common Stock that is outstanding as of the Effective Time, whether or not vested, shall be treated as follows:

(i)    If such Company PSU Award was granted under or governed byin calendar year 2021, then such Company PSU Award shall, automatically and without any required action on the Parent Equity Plans.

Parent Equity Plans” meanspart of the Long-Term Incentive Planholder thereof, become fully vested and be cancelled and converted into the right to receive, within five (5) Business Days following the Effective Time, subject to all applicable Tax withholding, the number (rounded to the nearest whole number) of Chevron Corporation, the Non-Employee Directors Equity Compensation and Deferral Plan and any other plans or arrangements of Parent or its Subsidiaries providing for or governing the grant, exercise or settlement of awardsshares of Parent Common Stock or cash settlementdetermined by multiplying (A) the number of awards valued, in whole or in part, by reference to Parentshares of Company Common Stock or otherwise relating thereto.

Parent Expense Reimbursement” hassubject to such Company PSU Award immediately prior to the meaning set forthEffective Time (with such number determined in accordance with Section 8.3(a)1.5(c)(iii).

) Parent Material Adverse Effectby” has (B) the meaning set forth in Section 5.1(a).

Parent Material Contract” meansExchange Ratio (and any Contract (whether written or oral)amounts relating to dividend equivalent rights, if any, granted with respect to such Company PSU Award that would be requiredare accrued but unpaid as of the Effective Time). Notwithstanding the foregoing, with respect to any such Company PSU Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be filedpaid as described in the immediately preceding sentence without triggering a Tax under Section 409A of the Code, such payment shall be made at the earliest time permitted under this Agreement and the terms of the corresponding award that will not trigger a Tax under Section 409A of the Code.

(ii)    Each Company PSU Award that is not covered by clause (i) above shall cease to represent a Company PSU Award with the SEC by Parent as an exhibit under Item 601(b)(10) of Regulation S-K.respect to Company Common Stock and shall thereafter constitute a restricted stock

Parent Organizational Documents” means the Parent Bylaws and Parent Charter, together.

Parent Preferred Stock” means the preferred stock, par value $1.00 per share, of Parent.A-4


Parent SEC Documents” hasunit award, on the meaning set forth in Section 5.5(a).

Parent Shares” meanssame terms and conditions as were applicable under such Company PSU Award immediately prior to the Effective Time (other than any performance-based vesting conditions), including any provisions for acceleration, with respect to the number (rounded to the nearest whole number) of shares of Parent Common Stock.

Parent Stock Issuancedetermined by multiplying” has (x) the meaning set forthnumber of shares of Company Common Stock subject to such Company PSU Award immediately prior to the Effective Time (with such number determined in accordance with Section 1.5(c)(iii)) by (y) the Recitals.

Parent Stockholders” means the holders of the outstanding Parent Shares as of the date hereof.

Partnership” has the meaning set forth in the Preamble.

Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 14, 2019, as may be amended, modified or supplemented from time to time.

Partnership Benefit Plan” means any Benefit Plan maintained, sponsored or administered by the General Partner, NBL, the Partnership or any of their respective Subsidiaries for the benefit of the Partnership Service Providers, other than any statutory plan, program or arrangement that is required by applicable Laws, other than the Laws of the United States, and maintained by any Governmental Authority.Exchange Ratio. For the avoidance of doubt, noany amounts relating to dividend equivalent rights, if any, granted with respect to such Company PSU Award that are accrued but unpaid as of the Effective Time will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such Company PSU Award immediately prior to the Effective Time.

(iii)    For purposes of this Section 1.5(c), the number of shares of Company Common Stock subject to each outstanding Company PSU Award as of immediately prior to the Effective Time shall equal the number of shares of Company Common Stock earned under such Company PSU Award as determined by the Compensation Committee of the Company’s Board of Directors prior to the Effective Time in accordance with the terms of the applicable award agreement, except that actual performance shall be measured by (x) deeming the applicable performance period to end as of the second to last Business Day prior to the Effective Time, (y) computing total shareholder return for the Company by reference to the product of the Exchange Ratio multiplied by the Average Share Price (as defined in the applicable award agreement) of Parent Benefit PlanCommon Stock for the twenty (20) Business Days ending on and including the second to last Business Day prior to the Effective Time, and (z) computing total shareholder return for the applicable peer companies by reference to the Average Share Price (as defined in the applicable award agreement) of each such company’s common stock for the twenty (20) Business Days ending on and including the second to last Business Day prior to the Effective Time.

(d)    At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each award of restricted stock units granted to a non-employee member of the Company’s Board of Directors (each, a “Company Director RSU Award”) that corresponds to shares of Company Common Stock that is outstanding immediately prior to the Effective Time, whether or not vested, shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into the right to receive, within five (5) Business Days following the Effective Time, the number (rounded to the nearest whole number) of shares of Parent Common Stock determined by multiplying (A) the number of shares of Company Common Stock subject to such Company Director RSU Award immediately prior to the Effective Time by (B) the Exchange Ratio (and any amounts relating to dividend equivalent rights, if any, granted with respect to such Company Director RSU Award that are accrued but unpaid as of the Effective Time). Notwithstanding the foregoing, with respect to any Company Director RSU Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid as described in the immediately preceding sentence without triggering a Partnership Benefit Plan.Tax under Section 409A of the Code, such payment shall be made at the earliest time permitted under this Agreement and the terms of the corresponding award that will not trigger a Tax under Section 409A of the Code.

Partnership Disclosure Schedule” has(e)    Prior to the meaningEffective Time, the Board of Directors of the Company and/or the Compensation Committee of the Board of Directors of the Company shall adopt resolutions approving the treatment of the Company equity awards pursuant to the terms of this Section 1.5.

(f)    (i) Parent shall take all corporate action necessary to assume as of the Effective Time the Company’s obligations under the Company SARs, Company RSU Awards and Company PSU Awards and reserve for issuance a sufficient number of shares of Parent Common Stock for delivery pursuant to the terms set forth in the introductory paragraph to Article IV.

Partnership Expense Reimbursement” has the meaning set forth inthis Section 8.3(b)1.5.

(ii) As soon as practicable after the Effective Time and in any event no later than five days after the Effective Time, Parent shall file with the U.S. Securities and Exchange Commission (the Partnership InterestSEC has) a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the meaning set forthSecurities Act with respect to the Parent Common Stock subject to equity-based awards described in the Partnership Agreement.

Partnership Leased Real Property” has the meaning set forth inthis Section 4.12(a)1.5 and shall use its reasonable best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or “blue sky” laws, for so long as such equity-based awards remain outstanding.

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ARTICLE II

EXCHANGE OF CERTIFICATES

Section 2.1    Surrender and Payment.

(a)    Prior to the Effective Time, Parent shall appoint a bank, trust company or nationally recognized stockholder services provider or such other Person reasonably acceptable to the Company as the exchange agent (the Partnership Long-Term Incentive PlansExchange Agent means) for the Noble Midstream Partners LP 2016 Long-Term Incentive Plan, including any amendment and/or amendmentpurpose of exchanging Certificates and restatement thereof, and any other plans or arrangementsBook-Entry Shares representing shares of Company Common Stock. Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be delivered in respect of the Partnershipshares of Company Common Stock. Promptly after the Effective Time, Parent will send, or will cause the General Partner providingExchange Agent to send, to each holder of record of shares of Company Common Stock as of the Effective Time, a letter of transmittal for use in such exchange (which shall specify that the grantdelivery shall be effected, and risk of awardsloss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting delivery of shares of Company Common UnitsStock to the Exchange Agent. Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry.

(b)    Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a Certificate or cash settled awards valued,Book-Entry Share, together with a properly completed letter of transmittal, will be entitled to receive (i) one or more shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested or required by applicable law) representing, in the aggregate, the whole or in part, by reference tonumber of shares of Parent Common Units, or otherwise relating thereto.

Partnership LTIP Awards” means, collectively, the Partnership Restricted Units andStock, if any, other awards issued under a Partnership Long-Term Incentive Plan.

Partnership Material Adverse Effectthat such holder has the meaning set forth inright to receive pursuant to Section 4.1(a)1.4.

Partnership Material Contract” means and (ii) a check in the amount equal to any Contract (whether written or oral) that would be required to be filed with the SEC by the Partnership as an exhibit under Item 601(b)(10)cash payable in lieu of Regulation S-K.

Partnership Owned Real Propertyfractional shares which such holder has the meaning set forth inright to receive pursuant to Section 4.12(a)2.2 and in respect of any dividends and other distributions which such holder has the right to receive pursuant to Section 2.1(f). No interest shall be paid or accrued on any Merger Consideration, cash payable in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. Until so surrendered, each such Certificate or Book-Entry Share shall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration.

Partnership Permitted Lien” means (i)(c)    If any Lien (A)portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for Taxes or governmental assessments, charges or claimstransfer and that the Person requesting such delivery of payment not yet delinquent, being contested in good faith and for which adequate accruals or reserves have been established, (B) that is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’sthe Merger Consideration shall pay to the Exchange Agent any transfer or other similar lien arisingTaxes required as a result of such registration in the ordinary course of business, (C) arising under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (D) not created by the Partnership or its Subsidiaries that affect the underlying fee interestname of a Partnership Leased Real Property, (E) that is disclosed onPerson other than the most recent consolidated balance sheetregistered holder of such Certificate or establish to the satisfaction of the Partnership included inExchange Agent that such Tax has been paid or is not payable. Delivery of the Partnership SEC Documents or notes thereto or securing liabilities reflected on such balance sheet, (F) arising under or pursuant to the Partnership Organizational Documents or the organizational documents of any Subsidiary of the

Partnership, (G) resulting from any facts or circumstances relating to Parent or its affiliates, or (H) that does not and would not reasonably be expected to materially impair the continued use of a Partnership Owned Real Property or a Partnership Leased Real Propertyaggregate Merger Consideration, as currently operated; (ii) grants to others of Rights-of-Way, surface leases, crossing rights and amendments, modifications, and releases of Rights-of-Way, easements and surface leases in the ordinary course of business or (iii)applicable, with respect to Rights-of-Way, restrictions on the exercise of any of the rights under a granting instrument that are set forth therein or in another executed agreement, that is of public record or to which the Partnership or any of its Subsidiaries otherwise has access, between the parties thereto.

Partnership Permits” means all Permits necessary for the Partnership and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted, including all Permits relatingBook-Entry Shares shall only be made to the transportationPerson in whose name such Book-Entry Shares are registered. For purposes of oil, natural gasthis Agreement, “Person or water.

Partnership Real Property Leases” has the meaning set forth in Section 4.12(a).

Partnership Restricted Unit” means an unvested restricted Common Unit issued under a Partnership Long-Term Incentive Plan.

Partnership Revolving Credit Facility” means that certain Credit Agreement, dated as of September 20, 2016, by and among the Partnership, as the parent, Noble Midstream Services, LLC, as the borrower, the other subsidiaries of the Partnership set forth therein, JP Morgan Chase Bank, N.A., and the other lenders party thereto, as amended by that certain First Amendment to the Credit Agreement, dated as of February 12, 2017, as further amended by that certain Second Amendment to the Credit Agreement, dated as of January 31, 2018, as further amended by that certain Amendment and Restatement Agreement, dated as of March 9, 2018, as further amended by that certain Incremental Facility and Amendment Agreement, dated as of December 13, 2019, and as it may be further amended, modified or supplemented from time to time.

Partnership SEC Documents” has the meaning set forth in Section 4.5(a).

Partnership Service Providers” means all of the employees, individual consultants and individual independent contractors that perform services for or on behalf of the Partnership and its Subsidiaries.

Partnership Unaffiliated Unitholders” means holders of Common Units other than Parent, NBL, the General Partner and their respective Affiliates.

Partnership Unitholders” means holders of Common Units.

Permits” means all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority.

Personperson” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a Governmental Authority.

Proceeding” means any actual claimgovernment or claim threatened in writing (including a claim of a violation of Law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative, arbitral or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action.

Public Common Unit” has the meaning set forth in Section 3.1(a).

PUHCA” has the meaning set forth in Section 4.13(a).

Registration Statement” has the meaning set forth in Section 4.10.

Release” means any release, spill, emission, leaking, pumping, pouring, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Substances into or through the indoor or outdoor environment or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, or groundwater.

Representatives” has the meaning set forth in Section 4.18.

Restraints” has the meaning set forth in Section 7.1(b).

Rights” means, with respect to any Person, (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating such Person (or the general partner of such Person) to issue, transfer or sell, or to cause the issuance, transfer or sale of, any partnership or other equity interest in such Personpolitical subdivision or any agency or instrumentality thereof.

(d)    After the Effective Time, there shall be no further registration of its Subsidiariestransfers of shares of Company Common Stock. If, after the Effective Time, Certificates or any securities convertible intoBook-Entry Shares are presented to the Exchange Agent, the Surviving Corporation or exchangeablethe Parent, they shall be canceled and exchanged for such partnership interests or equity interests, or (ii) contractual obligations of such Person (or the general partner of such Person) to repurchase, redeem or otherwise acquire, or to cause the repurchase, redemption or other acquisition of, any partnership interest or other equity interest in such Person or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this definition.

Rights-of-Way” means easements, licenses, rights-of-way, permits, servitudes, leasehold estates, instruments creating an interest in real property, and other similar real estate interests.

Sarbanes-Oxley Act” has the meaning set forth in Section 4.5(a).

SEC” means the Securities and Exchange Commission.

Securities Act” has the meaning set forth in Section 4.1(c).

Sole Member” has the meaning set forth in the Recitals.

Sole Member Consent” has the meaning set forth in the Recitals.

Subsidiary” when used with respect to any Person, means any Person of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power (or in the case of a partnership, more than 50% of the general partner interests, or in the case of a limited liability company, more than 50% of the ownership interests in the managing member) are, as of such date, owned by such Person or one or more Subsidiaries of such Person; provided, however, that, except where otherwise expresslyconsideration provided for, the purposes of this Agreement, the Partnership and its Subsidiaries shall not be considered Subsidiaries of Parent or NBL.

Surviving Entity” has the meaning set forth in Section 2.1.

Takeover Laws” has the meaning set forth in Section 4.3(a).

Tax” or “Taxes” means any and all federal, state, local or foreign or provincial taxes, charges, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and similar charges, including any and all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Authority with respect thereto, whether disputed or not.

Tax Return” means any return, report or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto).

Transaction Documents” means, collectively, this Agreement, including all exhibits, annexes and schedules thereto.

Unit Majority” has the meaning set forth in the Partnership Agreement.

Willful Breach” has the meaning set forth in Section 8.2.

Written Consent” means the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the written consent of NBL, as the holder of a number of Common Units constituting a Unit Majority, without a meeting in accordance with Section 13.11 and Section 14.3 of the Partnership Agreement.

Section 1.2 Interpretation. Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the following provisions:

(a) the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used;

(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;

(c) the word “including” and its derivatives means “including without limitation” and is a term of illustration and not of limitation;

(d) all definitions set forth herein are deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms have corresponding meanings;

(e) the word “or” is not exclusive and has the inclusive meaning represented by the phrase “and/or”;

(f) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such phrase shall not mean simply “if”;

(g) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(h) all references to prices, values or monetary amounts refer to United States dollars;

(i) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders;

(j) this Agreement has been jointly prepared by the parties, and this Agreement will not be construed against any Person as the principal draftsperson of this Agreement and no consideration may be given to any fact or presumption that any party had a greater or lesser hand in drafting this Agreement;

(k) each covenant, term and provision of this Agreement will be construed simply according to its fair meaning; prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement will not be used as an aid of construction or otherwise constitute evidence of the intent of the parties and no presumption or burden of proof will arise favoring or disfavoring any party hereto by virtue of such prior drafts;

(l) the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement;

(m) any references herein to a particular Section, Article or Schedule means a Section or Article of, or Schedule to, this Agreement unless otherwise expressly stated herein;

(n) the Schedules attached hereto are incorporated herein by reference and will be considered part of this Agreement;

(o) unless otherwise specified herein, all accounting terms used herein will be interpreted, and all determinations with respect to accounting matters hereunder will be made, in accordance with GAAP, applied on a consistent basis;

(p) all references to days mean calendar days unless otherwise provided; and

(q) except as otherwise noted, all references to time mean Houston, Texas time.

ARTICLE II

THE MERGER

Section 2.1 The Merger and Surviving Entity. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA and the DLLCA, at the Effective Time, Merger Sub shall merge with and into the Partnership, the separate existence of Merger Sub shall cease and the Partnership shall survive and continue to exist as a Delaware limited partnership (the Partnership as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Entity”).

Section 2.2 Closing. Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 811 Main St., Suite 3700, Houston, Texas 77002 at 10:00 A.M., Houston, Texas time, on the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place and at such later date and time as the Partnership and Parent shall agree. The date on which the Closing actually occurs is referred to as the “Closing Date.”

Section 2.3 Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties hereto will cause a certificate of merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”), to be duly filed with the Secretary of State of the State of Delaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Partnership and Parent in writing and specified in the Certificate of Merger (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Section 2.4 Effects of the Merger. The Merger shall have the effectsprocedures set forth, in this Agreement, the Partnership Agreement and the applicable provisions of the DRULPA and the DLLCA.

Section 2.5 Organizational Documents of the Surviving Entity; Directors and Officers of the General Partner.

(a) At the Effective Time, (i) the certificate of limited partnership of the Partnership as in effect immediately prior to the Effective Time shall remain unchanged and shall be the certificate of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with applicable Laws and (ii) the Partnership Agreement as in effect immediately prior to the Effective Time shall remain unchanged and shall be the agreement of limited partnership of the Surviving Entity, from and after the Effective Time until duly amended in accordance with the terms thereof and applicable Laws, in each case, consistent with the obligations set forth in SectionArticle 6.6II. The name of the Surviving Entity shall be “Noble Midstream Partners LP.”

(b) Immediately prior to the Effective Time, the General Partner shall use its reasonable best efforts to deliver to Parent the resignation of each officer of the General Partner and each member of the GP Board. Immediately following the Effective Time, the Sole Member shall cause (i) the directors of Merger Sub serving immediately prior to the Effective Time to become the directors of the General Partner until the earlier of their death, resignation or removal or the time at which their respective successors are duly elected or appointed and qualified, and (ii) the officers of Merger Sub serving immediately prior to the Effective Time to become the officers of the General Partner until the earlier of their death, resignation or removal or the time at which their respective successors are duly elected or appointed and qualified.

Section 2.6 Admission as Partner. At the Effective Time, (a) NBL will continue as a Limited Partner of the Partnership and hold 62.4% of the limited partner interests in the Partnership, (b) by virtue(e)    Any portion of the Merger notwithstanding anythingConsideration made available to the contrary in the Partnership Agreement, Holdings will be admitted as a Limited Partner of the Partnership and hold 37.6% of the limited partner interests in the Partnership representing the converted Public Common Units, (c) the General Partner shall continue as the non-economic general partner of the Partnership and (d) the Partnership (as the Surviving Entity) will continue without dissolution.

ARTICLE III

MERGER CONSIDERATION; EXCHANGE PROCEDURES

Section 3.1 Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, NBL, Holdings, Merger Sub, the Partnership, the General Partner or any holder of Parent securities or Partnership securities:

(a) Conversion of Common Units. Subject to Section 3.1(c), Section 3.3(d) and Section 3.5, each Common Unit (other than Common Units owned by Parent and its Subsidiaries, including NBL, immediately prior to the Effective Time) (each, a “Public Common Unit”) issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive 0.1393 Parent Shares (the “Merger Consideration” and such ratio, the “Exchange Ratio”), subject to adjustment in accordance with Section 3.5, which Parent Shares will be duly authorized, validly issued, fully paid and non-assessable in accordance with applicable Laws.

(b) Equity of Merger Sub. The limited liability company interests in Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into a number of Common Units of the Surviving Entity equal to the number of Public Common Units converted into the right to receive the Merger ConsiderationAgent pursuant to Section 3.1(a)2.1(a), and Holdings (as that remains unclaimed by the sole memberholders of Merger Sub prior toshares of Company Common Stock one year after the Effective Time)Time shall be admittedreturned to Parent, or transferred as a Limited Partnerotherwise directed by Parent, upon demand, and any such holder who has not exchanged his shares of Company Common Stock for the Partnership (as the Surviving Entity)Merger Consideration in

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accordance with this Section 2.62.1.

(c) Treatment of Partnership Owned Units and Parent Owned Partnership Interests.

(i) Any Partnership Interests that are owned immediately prior to the Effective Time by the Partnership or any Subsidiary of the Partnershipthat time shall be automatically canceled at the Effective Time and shall cease to exist. No consideration will be delivered in exchange for such canceled Partnership Interests.

(ii) Any Partnership Interests that are owned immediately prior to the Effective Time by Parent or any Subsidiary of Parent, including NBL (excluding the General Partner Interest (discussed in clause (iii) below)), shall not be canceled, shall not be converted into the Merger Consideration, and shall remain outstanding as Partnership Interests in the Surviving Entity.

(iii) The General Partner Interest issued and outstanding as of immediately prior to the Effective Time shall remain, immediately following the Effective Time, outstanding as a non-economic general partner interest in the Surviving Entity.

(d) Books and Records of the Partnership. The books and records of the Partnership shall be revised to reflect (i) the conversion and cancellation of all Public Common Units in accordance with Section 3.1 and

Section 3.2, (ii) the conversion of the limited liability company interests in Merger Sub in accordance with Section 3.1(b), and (iii) the cancellation and extinguishment of any Partnership Interests that are owned by the Partnership or any Subsidiary of the Partnership in accordance with Section 3.1(c)(i).

Section 3.2 Rights as Partnership Unitholders; Common Unit Transfers. All Public Common Units converted into the right to receive the Merger Consideration pursuant to Section 3.1(a) will cease to be Outstanding (as such term is defined in the Partnership Agreement) and will automatically be canceled and will cease to exist when converted into the right to receive the Merger Consideration as a result of and pursuant to the Merger. At the Effective Time, each holder of a certificate that immediately prior to the Effective Time represented Public Common Units (a “Certificate”) and each holder of non-certificated Public Common Units represented by book-entry immediately prior to the Effective Time (“Book-Entry Units”) will cease to have any rights with respect thereto or thereunder, except the right to receive (a) the Merger Consideration, (b) any dividend or distribution in accordance with Section 3.3(c), in each caseto be issued or paid, without interest, in consideration therefor upon surrender of such Certificate or Book-Entry Units in accordance with Section 3.3, and (c) any distribution in respect of the Common Units with a record date occurring prior to the Effective Time that may have been declared by the Partnership on the Common Units in accordance with the terms of this Agreement and the Partnership Agreement and which remains unpaid at the Effective Time. At the Effective Time, the transfer books of the Partnership will be closed immediately and there will be no further registration of transfers on the transfer books of the Partnership with respect to Common Units.

Section 3.3 Exchange of Certificates and Book-Entry Units.

(a) Exchange Agent. Prior to the Effective Time, Parent will appoint Computershare Trust Company, N.A. to act as exchange and payment agent hereunder for the purpose of receiving elections and exchanging Public Common Units for the Merger Consideration as required by this Article III (the “Exchange Agent”). Promptly after the Effective Time, Parent will, on behalf of Merger Sub, deposit, or cause to be deposited, with the Exchange Agent for the benefit of the holders of the applicable Public Common Units, for exchange in accordance with this Article III, through the Exchange Agent, Parent Shares as required by this Article III. Parent agrees to make available, or cause to be made available, to the Exchange Agent, from time to time as needed, cash sufficient to pay any dividends or other distributions pursuant to Section 3.3(c), without interest. Any dividends or other distributions with respectthereafter look only to Parent Shares pursuant to Section 3.3(c) and the Parent Shares for paymentdelivery of the Merger Consideration deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” The Exchange Agent will, pursuant to irrevocable instructions from Parent and the Partnership, deliver the Merger Consideration contemplated to be issued or paid pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Section 3.3(b) and Section 3.3(c), the Exchange Fund will not be used for(and any other purpose.

(b) Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Exchange Agent to mail to each record holder of Public Common Units as of the Effective Time (i) a letter of transmittal (specifying that in respect of certificated Public Common Units, delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or Book-Entry Units in exchange for the Merger Considerationcash payable in respectlieu of Public Common Units represented by such Certificates or Book-Entry Units, as applicable. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents (including in respect of Book-Entry Units) as may be reasonably required pursuant to such instructions, each holder who held Public Common Units immediately prior to the Effective Time will be entitled to receive upon surrender of the Certificates or Book-Entry Units therefor (subject to any applicable withholding Tax) (A) Parent Shares representing, in the aggregate, the whole number of Parent Shares thatfractional shares which such holder has the right to receive pursuant to this Article IIISection 2.2 (after taking into account all Public Common Units then held by such holder) and (B) a check in an amount equal to the aggregate amount of cash thatany dividends and distributions which such holder has the right to receive pursuant

to this Article IIISection, including dividends or other distributions 2.1(f)) in respect of such holder’s shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares for any Merger Consideration (and any cash payable in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.3(c)2.2, if any. No interest will be paid or accrued on and any dividends or otherand distributions payablewhich such holder has the right to receive pursuant to Section 3.3(c)2.1(f). In the event of) delivered to a transfer of ownership of Public Common Units that is not registered in the transfer records of the Partnership, thepublic official pursuant to applicable abandoned property laws. Any Merger Consideration (and any cash payable in respectlieu of fractional shares which such Public Common Units may be paid to a transferee if the Certificate representing such Public Common Units or evidence of ownership of the Book-Entry Units is presented to the Exchange Agent, and in the case of both certificated and book-entry Public Common Units, accompanied by all documents reasonably required to evidence and effect such transfer, and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the record holder of such Public Common Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until all such required documentation has been delivered and Certificates, if any, have been surrendered as contemplated by this Section 3.3(b), each Certificate or Book-Entry Unit will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration upon such delivery and surrender, and any cash or dividends or other distributions to which such holder is entitled pursuant to Section 3.3(c)2.2. and any dividends and distributions which such holder has the right to receive pursuant to Section 2.1(f)) remaining unclaimed by holders of shares of Company Common Stock three (3) years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental body, agency, authority or entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

(c) Distributions with Respect to Unexchanged Public Common Units.(f)    No dividends or other distributions with respect to shares of Parent SharesCommon Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates or Book-Entry UnitsShares until such Certificates or Book-Entry UnitsShares are surrendered as provided in this Section 3.32.1. Following such surrender, subject to the effect of escheat, Tax or other applicable Laws, there shall be paid, without interest, to the record holder of the shares of Parent SharesCommon Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such shares of Parent SharesCommon Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Parent SharesCommon Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of Parent Shares,Common Stock, all shares of Parent SharesCommon Stock to be issued pursuant to the Merger shall be entitled to dividends and other distributions pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

(d)(g)    The Exchange Agent shall invest any cash delivered by Parent pursuant to No Section 2.1(a) as directed by Parent; provided that no losses on such investments shall affect the cash payable to former holders of shares of Company Common Stock pursuant to this Article II. Any interest and other income resulting from such investments shall be paid promptly to Parent.

Section 2.2    Fractional Parent Shares.

(a)    No certificatesfractional shares of Parent Common Stock shall be issued in the Merger, but in lieu thereof each holder of shares of Company Common Stock otherwise entitled to a fractional share of Parent Common Stock will be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.2 and subject to the provisions of Section 2.1, a cash payment (without interest and rounded to the nearest cent) in lieu of such fractional shares of Parent Common Stock representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent in one or scrip formore transactions of shares of Parent Common Stock equal to the excess of (x) the aggregate number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.1(a) over (y) the aggregate number of whole shares of Parent Common Stock to be distributed to the holders of Certificates or Book-Entry Shares representing fractional Parentpursuant to Section 2.1(b) (such excess being herein called the “Excess Shares or book entry credit”). The parties acknowledge that payment of the same willcash consideration in lieu of issuing fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be issued uponcaused by the surrenderissuance of Public Common Units outstanding immediately prior tofractional shares. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of the Certificates and Book-Entry Shares representing shares of Company Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange (“NYSE”) in the manner provided in the following paragraph.

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(b)    The sale of the Excess Shares by the Exchange Agent, as agent for the holders that would otherwise receive fractional shares, shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock, the Exchange Agent shall hold such proceeds in trust for the holders of shares of Company Common Stock (the “Common Shares Trust”). The Exchange Agent shall determine the portion of the Common Shares Trust to which each holder of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of Company Common Stock would otherwise be entitled.

(c)    As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Common Stock in lieu of any fractional shares of Parent Common Stock, the Exchange Agent shall make available such amounts to such holders of shares of Company Common Stock without interest, subject to and in accordance with Section 3.3(b)2.1, and such fractional interests will not entitle the owner thereof to vote or to have any rights as a holder of any Parent Shares. Notwithstanding any other provision of this Agreement, in lieu of receiving any fraction of a Parent Share, all fractions of Parent Shares to which a holder of Public Common Units converted into the right to receive the Merger Consideration in the Merger would otherwise have been entitled shall be aggregated and the resulting fraction of a Parent Share will be rounded up to a whole Parent Share.

(e) No Further Rights in Public Common Units. The Merger Consideration issued upon conversion of a Public Common Unit in accordance with the terms hereof will be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Public Common Unit (other than any distribution in respect of the Common Units with a record date occurring prior to the Effective Time that may have been declared by the Partnership on the Common Units in accordance with the terms of this Agreement and the Partnership Agreement and which remains unpaid at the Effective Time).

(f)Section 2.3    Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Public Common Units on the one year anniversary of the Effective Time will be delivered to Parent upon demand by Parent and, from and after such delivery, any former holders of Public Common Units who have not theretofore complied with this Article III will thereafter look only to Parent for the Merger Consideration payable in respect of such Public Common Units or any dividends or other distributions with respect to Parent Shares to which they are entitled pursuant to Section 3.1 or Section 3.3(c), respectively, in each case, without any interest thereon. Any amounts remaining unclaimed by holders of Public Common Units immediately prior to such time as such amounts would otherwise escheat to or become the property of any Governmental Authority will, to the extent permitted by applicable Law, become the property of Parent. Without limitation of the

foregoing, after the date that is the one year anniversary of the Effective Time, any amounts remaining unclaimed by holders of Public Common Units will become the property of Parent, subject to the legitimate claims of any Person previously entitled thereto hereunder or under abandoned property, escheat or similar Laws. Notwithstanding anything in this Agreement to the contrary, none of Parent, Holdings, NBL, the Partnership, Merger Sub, the Surviving Entity, the General Partner, the Exchange Agent, or any other Person shall be liable to any former holder of Public Common Units for any amount properly delivered to a public official pursuant to any abandoned property, escheat or similar Law.

(g) Lost Stolen or Destroyed Certificates. If any Certificate isshall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of an indemnity agreement or a bond, in a customarysuch reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will, if such holder has otherwise delivered a properly completed and duly executed letter of transmittal, issue in exchange for such lost, stolen or destroyed Certificate and affidavit the Merger Consideration payableto be paid in respect of Publicthe shares of Company Common UnitsStock represented by such Certificate as contemplated by this Article III and pay any dividends and other distributions pursuant to Section 3.3(c)II.

(h)Section 2.4    Withholding TaxesRights. EachNotwithstanding anything in this Agreement to the contrary, each of Parent, Holdings, Merger Sub, the Surviving EntityCorporation, Parent, the Company, Merger Subsidiary and the Exchange Agent as applicable, areshall be entitled to deduct and withhold from any amounts, including the Merger Consideration,consideration otherwise payable pursuant to this Agreement to any Person pursuant to Articles I and IIsuch amounts as Parent, Holdings, Merger Sub, the Surviving Entity or the Exchange Agent, as applicable, reasonably deems it is required to deduct or withhold (or cause to be deducted and withhold under the Code or any provision of state, local, or foreign Tax Law,withheld) with respect to the making of such payment. Suchpayment under any provision of federal, state, local or foreign Tax law (and to the extent deduction and withholding is required, such deduction and withholding may be taken in securities, in which case Parent Holdings, Merger Sub,Common Stock). To the extent that amounts are so deducted or withheld by the Surviving EntityCorporation, Parent, the Company, Merger Subsidiary or the Exchange Agent, as applicable, shallthe case may be, treated as having sold such securities for an amount of cash equal to the fair market value of such securities at the time of such deemed sale. To the extent that deducted and withheld amounts (including deemed proceeds from the deemed sale of securities) are paid over to the appropriate Governmental Authority,applicable governmental body, agency, authority or entity in accordance with applicable law, such deducted or withheld amounts (including securities) willshall be treated for all purposes of this Agreement as having been paid or issued to the Person in respect of whomwhich such deduction andor withholding was made.

(i) Book Entry Shares. Allmade by the Surviving Corporation, Parent, Shares tothe Company, Merger Subsidiary or the Exchange Agent, as the case may be, issuedand, if withholding is taken in Parent Common Stock, the Merger will be issued in book-entry form, without physical certificates.

Section 3.4 No Dissenters Rights. No dissenters’ or appraisal rightsrelevant withholding party shall be available with respect to the Merger or the other transactions contemplated by this Agreement.

Section 3.5 Anti-Dilution Provisions. Notwithstanding any provisiontreated as having sold such Parent Common Stock on behalf of this Article III to the contrary, if between the datesuch Person for an amount of this Agreement and the Effective Time the number of outstanding Common Units or Parent Shares shall have been changed into a different number of units or shares or a different class or series by reason of any subdivisions, reclassifications, splits, share distributions, combinations or exchanges of Common Units or Parent Shares, as applicable, then the Merger Consideration, the Exchange Ratio and any other similar dependent item, as applicable, will be correspondingly adjusted to provide to the holders of Public Common Units the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing in this Section 3.5 shall be deemed to permit or authorize any party hereto to effect any such change that it is not otherwise authorized or permitted to be undertaken pursuant to this Agreement.

Section 3.6 Treatment of Awards. Prior to the Effective Time, Parent, the General Partner and the Partnership shall take all action as may be necessary or required in accordance with applicable Law and each Partnership Long-Term Incentive Plan and Parent Equity Plan (including the award agreements in respect of awards granted thereunder) to give effect to this Section 3.6 as follows: as of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Partnership LTIP Award that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any such Partnership LTIP Awards, cease to relate to or represent a right with respect to Common Units and shall be converted into an award relating to Parent Shares (a

Converted Parent Award”), on the same terms and conditions as were applicable to the corresponding Partnership LTIP Award (including the right to receive dividend or dividend equivalents with respect to such Converted Parent Award if the corresponding Partnership LTIP Award included distribution or distribution equivalent rights), except that the number of Parent Shares covered by each such Converted Parent Award shall becash equal to the numberfair market value thereof at the time of Common Units subjectsuch deemed sale and paid such cash proceeds to the corresponding Partnership LTIP Award multiplied by the Exchange Ratio, rounded up to the nearest whole unit. With respect to each Partnership LTIP Award, any distribution or distribution equivalent amounts accrued but unpaid as of the Closing will carry over and be paid to the holder in accordance with the terms of such Converted Parent Award.appropriate taxing authority.

ARTICLE IVIII

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE GENERAL PARTNERCOMPANY

ExceptThe Company represents and warrants to Parent that, except as disclosed (i) in (a) the PartnershipCompany SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2019 and prior to the date of this Agreement (but excluding(excluding any disclosure containeddisclosures in such Company SEC Documents in any such Partnership SEC Documents under the heading “Risk Factors”risk factors section, in any section related to forward looking statements and other disclosures that are predictive or “Cautionary Statements” or similar heading (otherforward-looking in nature, in each case other than any factual information contained within such headings, disclosuredescription of historic facts or statements))events included therein) or (b)(ii) in the correspondingly numbered section of the disclosure letterschedules delivered by the PartnershipCompany to Parent (the “Partnership Disclosure Schedule”) prior tosimultaneously with the execution of this Agreement (provided,(the “Company

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Disclosure Schedules”) (it being agreed that (i)disclosure of any disclosureitem in any section or subsection of such Partnershipthe Company Disclosure ScheduleSchedules shall be deemed to be discloseddisclosure with respect to any other section or subsection of this Agreement to which the extent that itrelevance of such item is reasonably apparent, on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a referencecross-reference to such other section or cross reference thereto and (ii) the mere inclusion of an item in such Partnership Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have a Partnership Material Adverse Effect), each of the Partnership and the General Partner, jointly and severally, represent and warrant to Parent, Holdings and Merger Sub as follows:subsection):

Section 4.13.1    Organization, StandingCorporate Existence and Power.

(a) Each of the Partnership, the General Partner and their respective Subsidiaries The Company is a legal entitycorporation duly incorporated, formed or organized, validly existing and in good standing under the applicable Lawslaws of the jurisdiction in which it is incorporated, formed or organized, as applicable,State of Delaware and has all requisite corporate limited liability company, partnership or other applicable entity powerpowers and authority necessaryall governmental franchises, licenses, permits, authorizations, consents and approvals required to enable it to own, lease or lease all ofotherwise hold its properties and assets and to carry on its business as it is now being conducted, except wherefor those the failure to have such power or authority has not had andabsence of which would not, reasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect on the Partnership (a “Partnership Material Adverse Effect”)(as defined below).

(b) Each of the Partnership and its Subsidiaries The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the naturecharacter of the business conducted by it or the character or location of the properties and assetsproperty owned or leased by it makesor the nature of its activities or the ownership or leasing of its properties make such licensing or qualification necessary, except for those jurisdictions where the failure to be so licensed, qualified or in good standing has not had and would not, reasonably be expected to have, individually or in the aggregate, be reasonably likely to have a PartnershipCompany Material Adverse Effect.

(c) Except For purposes of this Agreement, the term “Company Material Adverse Effect” means any state of facts, change, development, event, effect, condition or occurrence (each, an “Effect”) that, individually or in the aggregate, results in a material adverse effect on the financial condition, business, assets or continuing results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following Effects, alone or in combination, be deemed to constitute, or be taken into account, in determining whether there has been, or would be, a Company Material Adverse Effect: (A) any changes or conditions in the U.S. or any other national or regional economy, any global economic changes or conditions or securities, credit, financial or other capital markets conditions, (B) any changes or conditions affecting the oil and gas industry in general (including changes to the prices of commodities or of the raw material inputs or value of the outputs of the Company’s products, general market prices and regulatory changes affecting the industry), (C) any weather-related or other force majeure event or outbreak (including earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters), (D) pandemics, epidemics, COVID-19 Measures, acts of war (whether or not declared), armed hostility (by recognized governmental forces or otherwise), sabotage, terrorism or cyber-attack, and any escalation or general worsening of any of the foregoing or other response to any governmental bodies, agencies, officials or authorities (including requirements for business closures, restrictions on operations or “sheltering-in-place”), (E) Effects resulting from the negotiation, execution, announcement, pendency, compliance with or performance of this Agreement, the transactions contemplated hereby or the terms hereof or the consummation of the transactions contemplated hereby, including the impact thereof on the relationships of the Company and its Subsidiaries with customers, suppliers, partners, employees or governmental bodies, agencies, officials or authorities; provided that this clause (E) shall not apply to any representation or warranty set forth onin Section 4.1(c)3.4 or Section 3.15(g) (or any condition to any party’s obligation to consummate the Merger relating to such representation and warranty) to the extent the purpose of such representation and warranty is to address the Partnership Disclosure Schedule, all ofconsequences resulting from the outstanding shares of capital stock, limited liability company interests, partnership interests or other equity interests in, each material Subsidiary of the Partnership that are owned directly or indirectly by the Partnership have been duly authorizedexecution and validly issued in accordance with the Organizational Documents of each such entity (in each case as in effect on the datedelivery of this Agreement or the consummation of the Merger, (F) any action taken or failure to take action which Parent has requested in writing or not consented to when reasonably (taking into account the reasonableness perspectives of each of Parent and on the Closing Date)Company) asked under Section 5.1, (G) changes in applicable law, regulation or government policy (including changes or other material developments in any Colorado state, county or local law, regulation or policy impacting the oil and are fully paid (ingas industry) or in GAAP or in accounting standards, or any changes in the interpretation or enforcement of any of the foregoing, or any changes in general legal, regulatory or political conditions (including changes or other material developments in any Colorado state, county or local legal, regulatory, permitting or political conditions impacting the oil and gas industry), (H) any decline in the market price, or change in trading volume, of the Company’s capital stock, (I) any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, or budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position or (J) any downgrade in the Company’s credit rating (it being understood that the exceptions in clauses (H), (I) and (J) shall not prevent or otherwise affect a determination that the underlying cause of any such change, decline or failure referred to therein (if not otherwise falling within any of the exceptions provided hereof) is a Company Material Adverse Effect); provided that, in the case of an interest inclauses (A), (B), (C) and (D), to the

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extent the impact on the Company and its Subsidiaries, taken as a limited liability company or limited partnership,whole, is disproportionately adverse compared to the extent required underimpact on similarly situated entities, the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary isincrementally disproportionate impact or impacts shall be taken into account in determining whether there has been, or would reasonably be expected to be, a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential

purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such voting or transfer restrictions as set forth in the Organizational Documents of such Subsidiary and for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” Laws of the various states of the United States) (collectively, “Liens”).

(d)Company Material Adverse Effect. The PartnershipCompany has heretofore made available to Parent correct and complete copies of its Organizational Documents and correcttrue and complete copies of the Organizational DocumentsCertificate of eachIncorporation of its material Subsidiaries, in each casethe Company, as amended to the date of this Agreement. All such Organizational Documents are in full force and effectAgreement (as so amended, the “Company Charter”), and the Partnership and each of its material Subsidiaries is not in violation of any of their provisions in any material respect.

Section 4.2 Capitalization.

(a) The authorized equity interestsBy-Laws of the Partnership consist of Common Units and the General Partner Interest. As of March 4, 2021, the issued and outstanding limited partner interests and general partner interests of the Partnership consisted of (i) 90,394,023 Common Units, and (ii) the General Partner Interest. The Partnership has reserved 1,860,000 Common Units for issuance pursuantCompany, as amended to the Partnership Long-Term Incentive Plans, of which, as of March 4, 2021, 136,115 Common Units are subject to outstanding Partnership LTIP Awards, and 1,570,888 Common Units are available for issuance in connection with future grants of awards under the Partnership Long-Term Incentive Plans. From March 4, 2021 until the date of this Agreement no additional limited partner interests or general partner interests have been issued, other than Common Units issued(as so amended, the “Company By-Laws”).

Section 3.2    Corporate Authorization.

(a)    The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and, except for any required approval by the Company’s stockholders (the “Company Stockholder Approval”) in connection with or pursuant to the Partnership Long-Term Incentive Plans. The General Partner is the sole general partnerconsummation of the Partnership and owns the General Partner Interest free and clear of any Lien, and the General Partner Interest hasMerger, have been duly authorized and validly issued in accordance withby all necessary corporate action. Assuming the Organizational Documentsaccuracy of the Partnership. All outstanding equity interests of the Partnership (excluding the General Partner Interest) are,representations and all Common Units issuable pursuant to the Partnership LTIP Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and free of preemptive rights (except as set forth in the Partnership Agreement).

(b) As of the date of this Agreement, except pursuant to this Agreement or as set forth on Section 4.2(b) of the Partnership Disclosure Schedule or in the Partnership Agreement, (i) there are no equity securities of the Partnership issued or authorized and reserved for issuance, (ii) there are no outstanding options, profits interest units, phantom units, restricted units, unit appreciation rights or other compensatory equity or equity-based awards or rights, warrants, preemptive rights, subscriptions, calls or other Rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating the Partnership or any of its Subsidiaries to issue, transfer or sell any Partnership Interest or other equity interest of the Partnership or such Subsidiary or any securities convertible into or exchangeable for such Partnership Interests or equity interests, or any commitment to authorize, issue or sell the same or any such equity securities and (iii) there are no contractual obligations of the Partnership or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Partnership Interest or other equity interest in the Partnership or any of its Subsidiaries or any such securities or agreements listed in clause (ii) of this sentence.

(c) Neither the Partnership nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible into, exchangeable for or exercisable for securities having the right to vote) with the holders of Common Units or any other equity interest on any matter.

(d) Other than aswarranties set forth in Section 4.2(d)4.16, the affirmative vote of holders of a majority of the Partnership Disclosure Schedule, there are no voting trustsoutstanding shares of Company Common Stock in favor of the adoption of this Agreement is the only vote of the holders of any of the Company’s capital stock or other agreements or understandings to which the Partnership orcapital stock of any of its Subsidiaries is a partynecessary in connection with respect to the voting or registration of capital stock or other equity interest of the Partnership or any of its Subsidiaries.

Section 4.3 Authority; Noncontravention; Voting Requirements.

(a) Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Partnership and the General Partner of the Transaction Documents, and the consummation of the transactions contemplated by this Agreement, have been, as applicable, duly authorized by the GP Board, approved by each of the Conflicts Committee and the GP Board and consented to by the Sole Member and no other entity action on the part of the Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Partnership and the General Partner of the Transaction Documents and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Partnership and the General Partner and, assumingMerger. Assuming due authorization, execution and delivery of this Agreement by the other parties hereto,Parent and Merger Subsidiary, this Agreement constitutes a legal, valid and binding obligationagreement of the Partnership and the General Partner,Company enforceable against themthe Company in accordance with its terms, except as such enforcement may be limited by applicablesubject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium fraudulent conveyanceand similar laws of general applicability relating to or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and byto general equity principles of equity (whether appliedconsidered in a Proceedingproceeding in equity or at law or in equity)law) (collectively, the Enforceability ExceptionsCreditors Rights”).

(b)    The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provisionof Directors of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not,Company, at a meeting duly called and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

(b) Neither the execution and delivery of this Agreement by the Partnership or the General Partner nor the consummation by the Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) contravene, conflict with, violate any provision of, result in any breach of, or require the consent of any Person (other than the Written Consent and the Sole Member Consent, each of which has been obtained) under, the terms, conditions or provisions of the Partnership Agreement, the General Partner Company Agreement or any of the Organizational Documents of the Partnership’s material Subsidiaries, (ii) assuming the authorizations, consents and approvals referred to in Section 4.3(e) and (f) and Section 4.4, the amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are effectiveheld on or prior to the Closing Date, and the filings referred to in Section 4.4 are made, (A) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Partnership or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Partnership or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Partnership or any of its Subsidiaries, except, in the case of clause (ii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

(c) The Sole Member Consent, approval by the GP Board and approval by the majority of the outstanding Common Units, each of which was obtained prior to the executiondate of this Agreement, are the only votes or approvals of the holders of any class or series of Partnership Interests that are necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement.

(d) The Conflicts Committee, by unanimous vote, in good faith, has among other things,unanimously (i) determined that this Agreement and the transactions contemplated hereby including(including the Merger,Merger) are fair to and in or not adverse to, the best interests of the Partnership and the Partnership Unaffiliated Unitholders,Company’s stockholders, (ii) approved this Agreement and the transactions contemplated hereby including(including the Merger,Merger), (iii) resolved to recommend to the GP Board the approval of this Agreement and the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger and (iv) resolved, and recommendeddirected that the GP Board resolve, to direct thatadoption of this Agreement be submitted to a vote of the Limited Partnersholders of Company Common Stock, and authorized(iv) resolved (subject to Section 5.2 and Section 7.8) to recommend the Limited Partners to act by written consent pursuant to Section 13.11adoption of the Partnership Agreement. Such approvalthis Agreement by the Conflicts Committee described inholders of Company Common Stock.

Section 3.3    clause (ii)Governmental Authorization constituted “Special Approval” (as defined in. The execution, delivery and performance by the Partnership Agreement)Company of this Agreement and the transactions contemplatedconsummation by this Agreement under the Partnership Agreement.

(e) The GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, has, among other things, (i) determined that the forms, terms and provisions of this Agreement and the transactions contemplated hereby, including the Merger, are in, or not adverse to, the interests of the Partnership and the Limited Partners, (ii) authorized the execution and delivery of the Transaction Documents and the consummationCompany of the transactions contemplated hereby includingrequire no action by or in respect of, or filing with, any governmental body, agency, official or authority other than (a) the Merger, onfiling of a certificate of merger in accordance with the terms and subject to the conditions set forth in this Agreement and (iii) directed that the adoption of this Agreement and the approvalDGCL, (b) compliance with any applicable requirements of the Merger be submitted to a voteHart-Scott-Rodino Antitrust Improvements Act of the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement.

(f) Pursuant to Section 3.1 of the General Partner Company Agreement, the GP Board has obtained the Sole Member Consent, pursuant to which the Sole Member has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Sole Member and the General Partner and (ii) approved the execution, delivery and performance of the Transaction Documents and the transactions contemplated hereby, including the Merger, by the General Partner.

Section 4.4 1976, as amended (the “Governmental ApprovalsHSR Act. Except for (a) filings required under, and”), (c) compliance with otherany applicable requirements of laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters, (d) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act, including the filing with the SEC of the Registration Statement and the information statement contemplated by Rule 14c-2 promulgated under the Exchange Act constituting a part thereof relating to the Written Consent (the “Information Statement”), and applicable state securities and “blue sky” laws, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (c) any consents, authorizations, approvals, filings or exemptions in connection with(e) compliance with the rules of the NYSE or NASDAQ, asany applicable no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by the Partnership and the consummation by the Partnership of the transactions contemplated by this Agreement, other than such other consents, approvals, filings, declarations or registrations that are not required to be obtained or made prior to the consummation of such transactions or, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to result in a Partnership Material Adverse Effect.

Section 4.5 Partnership SEC Documents; Undisclosed Liabilities; Internal Controls.

(a) The Partnership and its Subsidiaries have filed or furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed or furnished by them with the SEC since December 31, 2018 (collectively and together with all documents filed or publicly furnished on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”). The Partnership SEC Documents, as of their respective effective dates (in the case of Partnership SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Partnership SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the

Sarbanes-Oxley Act of 2002,1933, as amended, and the rules and regulations promulgated thereunder (the “Sarbanes-OxleySecurities Act”), (f) the appropriate filings and approvals under the rules of the NYSE or Nasdaq Global Select Market (“Nasdaq”), (g) (if any) filings required to be made with the Federal Communications Commission (the “FCC”) and (h) other actions or filings the absence or omission of which would not, individually or in the aggregate, be reasonably likely to have (i) a Company Material Adverse Effect or (ii) prevent, materially delay or materially impede consummation by the Company of the Merger or other Transactions (this clause (ii), a “Company Impairment Effect”).

Section 3.4    Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not, assuming compliance with the matters referred to in Sections 3.2 and 3.3 and the accuracy of the representations and warranties set forth in Section 4.16, (a) contravene or conflict with the Company Charter or the Company

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By-Laws or the organizational documents of any Subsidiaries of the Company, (b) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default (or an event which with notice or the passage of time would become a default) under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of, any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by the Company or any of its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration or losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, be reasonably likely to have (i) a Company Material Adverse Effect or (ii) a Company Impairment Effect. For purposes of this Agreement, “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Parent Balance Sheet or the Company Balance Sheet, as the case may be) or (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like lien arising in the ordinary course of business. To the Company’s knowledge as of the date of this Agreement, there is no Effect that would reasonably be applicableexpected to prevent, materially impede or materially interfere with the consummation by the Company of the Merger and the Transactions.

Section 3.5    Capitalization. The authorized capital stock of the Company consists of 150,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”, and together with the Company Common Stock, the “Company Capital Stock”). As of the close of business on May 18, 2023 (the “Measurement Date”), there were outstanding (i) 86,980,921 shares of Company Common Stock, (ii) no shares of Company Preferred Stock and (iii) no other shares of capital stock or other voting securities of the Company. All outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable. As of the Measurement Date, there were outstanding (A) Company SARs with respect to 99,609 shares of Company Common Stock, (B) Company RSU Awards with respect to 729,187 shares of Company Common Stock, (C) Company PSU Awards with respect to 406,358 shares of Company Common Stock (assuming such Company PSU Awards were earned at target level of performance) and (D) Company Director RSU Awards with respect to 15,638 shares of Company Common Stock. Except as set forth in this Section 3.5 and except for changes since the close of business on the Measurement Date resulting from the exercise of Company SARs outstanding on such date, or the payment or redemption of other stock-based awards outstanding on such date or other securities issued as permitted by Section 5.1, there are outstanding (x) no shares of capital stock or other voting securities of the Company and (y) (1) no options, warrants or other rights to acquire from the Company any capital stock or voting securities of the Company or securities convertible into or exchangeable for capital stock or voting securities of the Company, (2) no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries, in each case, that are linked to, or calculated based on, the value of the Company or any of its Subsidiaries or otherwise based upon or derived from any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote and (3) no preemptive or similar rights, subscription or other rights, convertible securities, or other agreements, arrangements or commitments of any character, relating to the capital stock of the Company, obligating the Company to issue, transfer or sell any capital stock, voting securities of the Company or securities convertible into or exchangeable for capital stock or voting securities of the Company or obligating the Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (x) and (y) being referred to collectively as “Company Securities”). Except as permitted by Section 5.1(e) with respect to any Company SARs, Company RSU Awards, Company PSU Awards and Company Director RSU Awards, there are no

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outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities.

Section 3.6    Subsidiaries.

(a)    Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Subsidiary,” when used with respect to any Person, means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is owned by such Person or one or more of its Subsidiaries, (ii) such Person or one or more of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such Partnershipcorporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. Each Subsidiary of the Company is duly qualified to do business and is in good standing in each jurisdiction in which the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. All “significant subsidiaries” (as such term is defined in Section 1-02 of Regulation S-X under the Exchange Act) of the Company and all entities listed on Exhibit 21 to the Company 10-K (collectively, “Significant Subsidiaries”) and their respective jurisdictions of organization are identified in Section 3.6(a) of the Company Disclosure Schedules.

(b)    All of the outstanding capital stock of, or other ownership interests in, each Significant Subsidiary of the Company is wholly-owned by the Company, directly or indirectly, free and clear of any material Lien and free of any other material limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of the Company or any of its Significant Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of the Company or (ii) (A) options, warrants or other rights to acquire from the Company or any of its Significant Subsidiaries any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company, (B) bonds, debentures, notes or other indebtedness of any Significant Subsidiary of the Company that are linked to, or calculated based on, the value of the Company or any of its Subsidiaries or otherwise based upon or derived from any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote or (C) preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character relating to the capital stock of any Significant Subsidiary of the Company, obligating the Company or any of its Significant Subsidiaries to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company or obligating the Company or any Significant Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (i) and (ii) being referred to collectively as “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities. No Subsidiary of the Company is, or since January 1, 2021 has been, subject to any requirement to file periodic reports under the Exchange Act. No Subsidiary of the Company owns any shares of Company Common Stock.

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Section 3.7    SEC Filings.

(a)    The Company has made available to Parent (i) its annual reports on Form 10-K for its fiscal years ended December 31, 2021 and 2022, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 2021 and (iii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 2021 (the documents referred to in this Section 3.7(a) being referred to collectively as the “Company SEC Documents and none”). The Company’s annual report on Form 10-K for its fiscal year ended December 31, 2022 is referred to herein as the “Company 10-K.” The Company’s quarterly report on Form 10-Q for the three months ended March 31, 2023 is referred to herein as the “Company 10-Q.

(b)    As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Partnership SEC Documents asExchange Act, the Securities Act and the Sarbanes-Oxley Act and the rules and regulations thereunder.

(c)    As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such respective dates containedfiling), each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omittedomit to state aany material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of

(d)    Each registration statement, as amended or supplemented, if applicable, filed by the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respectCompany since January 1, 2021, pursuant to the Partnership SEC Documents. To the knowledge of the Partnership, none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation.

(b) The consolidated financial statements of the Partnership included in the Partnership SEC Documents as of their respective dates (if amended,Securities Act, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in partners’ capital for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has beenstatement or will be, individually or in the aggregate, material to the Partnership and its consolidated Subsidiaries, taken as a whole).

(c) Except (i) as reflected or otherwise reserved against on the balance sheet of the Partnership and its consolidated Subsidiaries as of the Balance Sheet Date (including the notes thereto) included in the Partnership SEC Documents filed by the Partnership and publicly available prior to the date of this Agreement, (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, (iii) for liabilities and obligations set forth in Section 4.5(c) of the Partnership Disclosure Schedule and (iv) for liabilities and other obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, neither the Partnership nor any of its Subsidiaries has any liabilities or obligations of any nature (whether oramendment became effective, did not accrued or contingent) that would be required to be reflected or reserved against on a consolidated balance sheet of the Partnership prepared in accordance with GAAP or the notes thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

(d) No Subsidiary of the Partnership is required to file reports, forms or other documents with the SEC pursuant to the Exchange Act.

(e) The General Partner has established and maintains adequate internal control over financial reporting and disclosure controls and procedures for the Partnership sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that ensure that all material information required to be disclosed by the Partnership in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. The General Partner has disclosed, based on its most recent evaluation, to the Partnership’s auditors and the Conflicts Committee (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Partnership’s ability to record, process, summarize and report financial information and have identified for the Partnership’s auditors and the Conflicts Committee any material weakness in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting.

(f) Since December 31, 2019, the principal executive officer and principal financial officer of the General Partner have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Sarbanes-Oxley Act, and the statements contained in any such certifications are complete and correct, and none of the General Partner or its officers have received notice from any

Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the date of this Agreement, and except as disclosed in a Partnership SEC Document filed with the SEC prior to the date of this Agreement, the General Partner has no knowledge of any material weaknesses in the design or operation of such internal controls over financial reporting.

Section 4.6 Absence of Certain Changes or Events.

(a) Since the Balance Sheet Date, there has not occurred any change, effect, event or occurrence that, individually or in the aggregate, has resulted, or would reasonably be likely to result, in a Partnership Material Adverse Effect.

(b) Since the Balance Sheet Date, except for this Agreement and the transactions contemplated hereby, the Partnership and its Subsidiaries have carried on and operated their respective businesses in the ordinary course of business.

Section 4.7 Legal Proceedings. There are no Proceedings pending or, to the knowledge of the Partnership, threatened in writing with respect to the Partnership or any of its Subsidiaries or Proceedings pending or, to the knowledge of the Partnership, threatened in writing with respect to any of their respective properties or assets at law or in equity before any Governmental Authority, and there are no orders, judgments, decrees or similar rulings of any Governmental Authority against the Partnership or any of its Subsidiaries, in each case except for those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect. This Section 4.7 shall not apply to any Proceedings against the Partnership or any of its Subsidiaries or any of their respective directors to the extent arising out of this Agreement, the Merger or the other transactions contemplated by this Agreement.

Section 4.8 Compliance With Laws.

(a) The Partnership and its Subsidiaries are, and since the later of December 31, 2019 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

(b) Without limiting the generality of Section 4.8(a), none of the General Partner, the Partnership, the Partnership’s Subsidiaries, or, to the knowledge of the General Partner or the Partnership, any consultant, agent or Representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, or any other U.S. and foreign anti-corruption Laws that are applicable to the Partnership or its Subsidiaries; (ii) has, to the knowledge of the Partnership, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such Person; and (iii) to the knowledge of the Partnership, is being (or has been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Partnership Material Adverse Effect.

(c) The Partnership and its Subsidiaries hold all Partnership Permits and all such Partnership Permits are in full force and effect, except where the failure to hold such Partnership Permits or the failure of such Partnership Permits to be in full force and effect, would not have, individually or in the aggregate, a Partnership Material Adverse Effect.

Section 4.9 Environmental Matters. Except as set forth in Section 4.9 of the Partnership Disclosure Schedules and with such exceptions as, individually or in the aggregate, would not be reasonably likely to have a Partnership Material Adverse Effect: (i) the Partnership and its Subsidiaries are in compliance with applicable

Environmental Laws; (ii) the Partnership and each of its Subsidiaries has obtained, and is in material compliance with, all permits and licenses required under applicable Environmental Laws and there are no such actions to terminate, cancel or revoke any such permit or license; (iii) there is no written notice, demand, request for information, citation, summons, complaint or order received by, and no investigation, claim, action, suit, proceeding or review is pending or, to the knowledge of the Partnership, threatened by any Person against the Partnership or its Subsidiaries, in each case with respect to any matters arising under Environmental Laws; (iv) to the knowledge of the Partnership, there have been no Releases of Hazardous Substances at any property in violation of any applicable Environmental Law, that requires investigation or remediation by the Partnership or any of its Subsidiaries under applicable Environmental Laws, or would otherwise reasonably be expected to give rise to the Partnership or any of its Subsidiaries incurring any liability, remedial obligation or corrective action requirement under applicable Environmental Laws; and (v) neither the Partnership nor any of its Subsidiaries has either, expressly or by operation of Law, assumed or undertaken any liability, including any obligation for remedial or corrective action, of any other Person relating to Environmental Laws.

Section 4.10 Information Supplied. Subject to the accuracy of the representations and warranties of Parent, Holdings and Merger Sub set forth in Section 5.9, none of the information supplied (or to be supplied) in writing by or on behalf of the Partnership or the General Partner specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Shares in connection with the Merger (as amended or supplemented from time to time, the “Registration Statement”) will, at the time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading.

(e)    The Company has timely filed with or furnished to the SEC all forms, reports, schedules, registration statements, proxy statements and (b)other documents required to be filed with or furnished to the InformationSEC by the Company since January 1, 2021.

Section 3.8    Financial Statements. The audited consolidated financial statements of the Company (including any related notes and schedules) included in its annual reports on Form 10-K referred to in Section 3.7 present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the consolidated results of their operations and their cash flows for the periods then ended, in each case, in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis (except as may be indicated in the notes thereto). For purposes of this Agreement, “Company Balance Sheet” means the consolidated balance sheet of the Company, as of December 31, 2022, set forth in the Company 10-K and “Company Balance Sheet Date” means December 31, 2022.

Section 3.9    Disclosure Documents.

(a)    Neither the proxy statement of the Company (the “Company Proxy Statement”) to be filed with the SEC in connection with the Merger, nor any amendment or supplement thereto, will, onat the date itthe Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the LimitedCompany or at the time such stockholders vote on the adoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Proxy Statement, including all amendments or supplements thereto, will, when filed, comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company in this Section 3.9 with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Subsidiary for inclusion or incorporation by reference in the Company Proxy Statement.

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(b)    None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Form S-4 (as defined in Section 4.8(a)) or any amendment or supplement thereto will, at the time the Form S-4 or any such amendment or supplement becomes effective under the Securities Act or at the Effective Time, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 3.10    Controls and Procedures.

(a)    Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company) has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “Sarbanes-Oxley Act”) with respect to Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

(b)    The Company has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Company, in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the Company’s auditors any material weaknesses in internal controls over financial reporting. The Company has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee of the Company that have been made in writing from January 1, 2021 through the date of this Agreement, and will promptly provide to Parent true and correct copies of any such disclosure that is made after the date of this Agreement.

(c)    The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements. The Company’s management, with the participation of the Company’s principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2022, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K.

(d)    No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Sarbanes-Oxley Act since January 1, 2021.

(e)    Since January 1, 2021, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to the

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Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Section 3.11    Absence of Certain Changes.

(a)    From the Company Balance Sheet Date to the date of this Agreement, the Company and its Subsidiaries have conducted their business in the ordinary course of business consistent with past practice in all material respects.

(b)    From the Company Balance Sheet Date, there has not been any event, occurrence, change or development of a state of circumstances or facts which, individually or in the aggregate, has had, or would be reasonably likely to have, a Company Material Adverse Effect.

Section 3.12    No Undisclosed Material Liabilities. As of the date of this Agreement, there are no liabilities of the Company or any Subsidiary of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that are material to the Company and its Subsidiaries, taken as a whole, other than:

(a)    liabilities disclosed or provided for in the Company Balance Sheet or the notes thereto;

(b)    liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and which, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect;

(c)    liabilities disclosed in the Company SEC Documents filed prior to the date of this Agreement;

(d)    liabilities or obligations that have been discharged or paid in full in the ordinary course of business consistent with past practice; and

(e)    liabilities under this Agreement or in connection with the Transactions.

Section 3.13    Litigation. As of the date of this Agreement, there is no action, suit, investigation or proceeding, pending against, or, to the knowledge of the Company, threatened against or affecting, the Company, any of its Subsidiaries, any of their respective properties or any of their respective officers or directors before any court, arbitrator or any governmental body, agency, authority or official except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Section 3.14    Taxes. Except as set forth in the Company Balance Sheet (including the notes thereto) and except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect,

(a)    (i)    all Tax Returns required to be filed with any taxing authority by, or with respect to, the Company and its Subsidiaries have been filed in accordance with all applicable laws; (ii) the Company and its Subsidiaries have timely paid all Taxes shown as due and payable on the Tax Returns that have been so filed, and, as of the time of filing, such Tax Returns were true and complete in all respects (other than, in the case of clause (i) or clause (ii) hereof, with respect to Taxes and Tax Returns for which the position has been taken in good faith and for which adequate reserves are reflected on the Company Balance Sheet, as adjusted for operations in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet); and (iii) the Company and its Subsidiaries have made provision for all Taxes payable by the Company and its Subsidiaries for which no Tax Return has yet been filed;

(b)    there is no action, suit, proceeding, audit or claim in respect of any Tax or Tax Return (each, a “Tax Proceeding”) now proposed in writing or pending against or with respect to the Company or any of its Subsidiaries;

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(c)    to the knowledge of the Company, neither the Company nor any of its Subsidiaries is liable for any Tax imposed on any Person (other than the Company or any of its Subsidiaries) as the result of the application of Treasury Regulations section 1.1502-6 (and any comparable provision of the Tax laws of any state, local or foreign jurisdiction) or as a transferee or successor;

(d)    neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment, in whole or in part, under Section 355 or Section 361(a) of the Code in the two years prior to the date of this Agreement;

(e)    neither the Company nor any of its Subsidiaries has granted any currently effective requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any Taxes with respect to any Tax Returns of the Company or any of its Subsidiaries;

(f)    neither the Company nor any of its Subsidiaries is a party to any closing agreement described in Section 7121 of the Code or any predecessor provision thereof or any similar agreement under the Tax laws of any state, local or foreign jurisdiction, in each case, which agreement would be binding on the Company or such Subsidiary after the Closing;

(g)    neither the Company nor any of its Subsidiaries is a party to, is bound by or has any obligation under, any Tax sharing, allocation or indemnity agreement or any similar agreement or arrangement, except for (i) any such agreement or arrangement solely between or among any of the Company and/or its Subsidiaries or (ii) any commercial agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes;

(h)    neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations section 1.6011-4(b)(2);

(i)    there are no Liens for Taxes other than Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Company Balance Sheet) upon any of the assets of the Company or any of its Subsidiaries; and

(j)    no written claim has been made in the last three years by an authority in a jurisdiction in which the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation in that jurisdiction.

For purposes of this Agreement, “Taxes” shall mean any and all taxes, charges, fees, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, excise, stamp, real or personal property, ad valorem, withholding, social security (or similar), unemployment, occupation, use, production, service, service use, license, net worth, payroll, franchise, severance, transfer, recording, employment, premium, windfall profits, environmental, customs duties, capital stock, profits, disability, sales, registration, value added, alternative or add-on minimum, estimated or other taxes, assessments or charges in the nature of a tax imposed by any federal, state, local or foreign governmental body, agency, authority or entity and any interest, penalties or additions to tax attributable thereto. For purposes of this Agreement, “Tax Returns” shall mean any return, report, form or similar statement filed or required to be filed with respect to any Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

Section 3.15    Employee Benefit Plans; Employment.

(a)    The Company has provided Parent with a list (set forth in Section 3.15(a) of the Company Disclosure Schedules) identifying each material “employee benefit plan,” as defined in section 3(3) of the

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Employee Retirement Income Security Act of 1974, as amended (“ERISA”), each material employment, consulting, severance, change in control or similar contract, plan, funding arrangement or policy applicable to any director, former director, employee or former employee of the Company or any of its Subsidiaries, and each material plan, funding vehicle or arrangement (written or oral), providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, death benefits, disability benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change in control benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or its Subsidiaries and covers any employee or director or former employee or director of the Company or any of its Subsidiaries. The material plans, agreements or arrangements of the Company and its Subsidiaries referred to in the first sentence of this Section 3.15(a) (excluding any such plan that is a “multiemployer plan,” as defined in section 3(37) of ERISA) are referred to collectively herein as the “Company Benefit Plans.”

(b)    The Company has made available to Parent true, complete and correct copies of (i) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plan, a description thereof) and any amendments thereto, (ii) the most recent annual report on Form 5500 and Schedule B thereto (including any related actuarial valuation report) filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required) and (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required.

(c)    Each Company Benefit Plan has been established and maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (including, but not limited to, the extent applicable, ERISA and the Code) which are applicable to such plan.

(d)    (i) Neither the Company nor any other entity which is a member of a controlled group of entities (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) of which the Company is a member (each, an “ERISA Affiliate”) has incurred a material liability under Title IV of ERISA or Section 412 of the Code that has not been satisfied in full, and no reasonably foreseeable condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring any such liability; and (ii) all material insurance premiums with respect to Company Benefit Plans, including premiums to the Pension Benefit Guaranty Corporation, have been paid when due.

(e)    All “employee pension benefit plans” (as defined in Section 3(2) of ERISA) that are Company Benefit Plans (“Company Pension Plan”) intended to be qualified under Section 401(a) of the Code have received a favorable determination letter or opinion letter, if applicable, from the Internal Revenue Service to the effect that such Company Pension Plans are qualified and exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code. Neither the Company nor any of its ERISA Affiliates contributes to a “multiemployer plan,” as defined in Section 3(37) of ERISA.

(f)    No Company Benefit Plan provides for retiree health benefits or retiree life benefits (other than such benefits required by Section 4980B of the Code or Section 601 of ERISA or similar state law).

(g)    The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, except as expressly provided in this Agreement, (i) entitle any current or former employee, individual independent contractor, director or officer of the Company or any its Subsidiaries to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, increase the amount of compensation due any such employee, individual independent contractor, director or officer or trigger any other material obligation pursuant to any Company Benefit Plan, (iii) require any funding (through a grantor trust or otherwise) of any compensation or benefit owed to any such current or former employee, individual independent contractor, director or officer, or (iv) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (within the meaning of Section 280G of the

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Code) that would reasonably be expected to, individually or in combination with any other such payment, constitute an “excess parachute payment” (within the meaning of Section 280G(b)(1) of the Code). Section 3.15(g) of the Company Disclosure Schedules lists all the agreements, arrangements and other instruments which give rise to an obligation to make or set aside amounts payable to or on behalf of the officers of the Company and its Subsidiaries as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination, true and complete copies of which have been previously provided to Parent

(h)    There has been no amendment to, written interpretation or announcement by the Company or its Subsidiaries relating to, change in employee participation or coverage under, or adoption of, any Company Benefit Plan which would increase materially the expense of maintaining such Company Benefit Plan above the level of expense incurred in respect thereof for the twelve (12) months ended on the Company Balance Sheet Date.

(i)    Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, labor, occupational safety and health, and wages and hours, including Section 8 of the National Labor Relations Act and all civil rights and anti-discrimination laws, rules and regulations (collectively, “Anti-Discrimination Laws”). Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries is pending or, to the Company’s knowledge, threatened, nor is the Company or any of its Subsidiaries involved in or, to the Company’s knowledge, threatened with material labor disputes, grievances or litigation relating to labor matters, including with respect to Anti-Discrimination Laws.

(j)    As of the date of this Agreement, neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement or other agreement with any labor organization, works council, trade union, labor association or other employee representative and no such agreement is being negotiated by the Company or any of its Subsidiaries.

(k)    Since January 1, 2021, to the knowledge of the Company, (i), no allegations of sexual harassment or other sexual misconduct have been made against any employee of the Company or its Subsidiaries with the title of director, vice president or above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, (ii) there are no actions, suits, investigations or proceedings pending or, to the Company’s knowledge, threatened related to any allegations of sexual harassment or other sexual misconduct by any employee of the Company or its Subsidiaries with the title of vice president or above and (iii) neither the Company nor any of its Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any employee of the Company with the title of director, vice president or above.

(l)    No Company Benefit Plan provides a gross-up for any Taxes which may be imposed (i) for failure to comply with the requirements of Section 409A of the Code or (ii) under Section 4999 of the Code.

Section 3.16    Compliance with Laws. To the Company’s knowledge, neither the Company nor any of its Subsidiaries is in violation of, or has since January 1, 2021, violated, any applicable provisions of any laws, statutes, ordinances or regulations except for any violations that, individually or in the aggregate, have not had, and would not be reasonably likely to have a Company Material Adverse Effect.

Section 3.17    Regulatory Matters.

(a)    Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, since January 1, 2018, (i) none of the Company, any of its Subsidiaries, nor any Company or Subsidiary director, officer, employee, nor, to the knowledge of the Company, any representative,

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agent, or other person acting on behalf of the Company or any of its Subsidiaries, has violated any Anti-Corruption Law, and (ii) none of the Company, any of its Subsidiaries nor any Company or Subsidiary director, officer, employee, nor, to the knowledge of the Company, any representative, agent or any other person acting on behalf of the Company or any of its Subsidiaries, has offered, paid, given, promised, or authorized the payment of, anything of value (including, but not limited to, money, checks, wire transfers, tangible and intangible gifts, favors, services, employment or entertainment and travel) directly or indirectly to any employee, officer, or representative of, or any person otherwise acting in an official capacity for or on behalf of a governmental body, agency, authority or entity, whether elected or appointed, including an officer or employee of a state-owned or state-controlled enterprise, a political party, political party official or employee, candidate for public office, or an officer or employee of a public international organization (such as the World Bank, United Nations, International Monetary Fund, or Organization for Economic Cooperation and Development) (any such person, a “Government Official”) (A) for the purpose of (1) influencing any act or decision of a Government Official, (2) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties, (3) securing any improper advantage, (4) inducing a Government Official to influence or affect any act or decision of any governmental body, agency, authority or entity or (5) assisting the Company, any Subsidiary of the Company, or any Company or Subsidiary director, officer employee, agent, representative, or any other person acting on behalf of the Company or any of its Subsidiaries in obtaining or retaining business, or (B) in a manner which would constitute or have the purpose or effect of public or commercial bribery or corruption, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining or retaining business or any improper advantage.

(b)    Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, (i) the Company, each of its Subsidiaries and their respective directors, officers, employees, and, to the knowledge of the Company, agents, representatives and other persons acting for or on behalf of any of the foregoing persons, are, and at all times since January 1, 2018 have been, in compliance with all applicable Economic Sanctions/Trade Laws and all applicable Money Laundering Laws and (ii) neither the Company nor any of its Subsidiaries carries on, or has carried on since January 1, 2018, any business, directly or knowingly indirectly, involving Cuba, Iran, Syria, North Korea, , the Crimea region, or the so-called Donetsk or Luhansk People’s Republics or any Sanctions Target in violation of applicable Economic Sanctions/Trade Laws.

(c)    Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, since January 1, 2018 (i) neither the Company nor any of its Subsidiaries has conducted or initiated any internal investigation, review or audit, or made a voluntary, directed, or involuntary disclosure to any governmental body, agency, authority or entity or third party with respect to any alleged or suspected act or omission arising under or relating to any potential noncompliance with any applicable Anti-Corruption Law, Economic Sanctions/Trade Law, or Money Laundering Law, (ii) neither the Company nor any of its Subsidiaries, nor any of their respective directors or officers, nor, to the knowledge of the Company, any agents, employees (other than officers) representatives, or any other person acting at the direction of the Company or any of its Subsidiaries has received any written notice, request or citation for any actual or potential noncompliance with any applicable Anti-Corruption Law, Economic Sanctions/Trade Law or Money Laundering Law, (iii) the Company and its Subsidiaries have implemented and have maintained internal controls, policies and procedures designed to detect and prevent violations of Anti-Corruption Laws, Economic Sanctions/Trade Laws and Money Laundering Laws, and (iv) the Company and each of its Subsidiaries have at all times made and maintained accurate books and records in material compliance with all applicable Anti-Corruption Laws, Economic Sanctions/Trade Laws or Money Laundering Laws.

(d)    For purposes of this Agreement:

(i)    “Anti-Corruption Laws” means any applicable law for the prevention or punishment of public or commercial corruption or bribery, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act 2010 and any other applicable anti-corruption or anti-bribery law of any other applicable jurisdiction.

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(ii)    “Economic Sanctions/Trade Laws” means all applicable laws relating to anti-terrorism, the importation of goods, export controls, antiboycott, and Sanctions Targets, including prohibited or restricted international trade and financial transactions and lists maintained by the United States, Canada, the United Nations Security Council, the European Union, any European Union member state, or Her Majesty’s Treasury of the United Kingdom. For the avoidance of doubt, the applicable laws referenced in the foregoing sentence include (1) any of the Trading With the Enemy Act, the International Emergency Economic Powers Act, the United Nations Participation Act, or the Syria Accountability and Lebanese Sovereignty Act, or any regulations of the U.S. Treasury Department Office of Foreign Assets Controls (“OFAC”), or any export control law applicable to U.S.-origin goods, technology, or software, or any enabling legislation or executive order relating to any of the above, as collectively interpreted and applied by the U.S. Government at the prevailing point in time, (2) any U.S. sanctions related to or administered by the U.S. Department of State and (3) any sanctions measures or embargoes imposed by the United Nations Security Council, Her Majesty’s Treasury or the European Union.

(iii)    “Money Laundering Laws” means any law or regulation governing financial recordkeeping and reporting requirements, including the U.S. Currency and Foreign Transaction Reporting Act of 1970, the U.S. Money Laundering Control Act of 1986, the USA PATRIOT Act of 2011, and any applicable money laundering-related laws of other jurisdictions where the Company and its Subsidiaries conduct business, conduct financial transactions or own assets.

(iv)    “Sanctions Target” means: (1) any country or territory that is the target of country-wide or territory-wide Economic Sanctions/Trade Laws, which, as of the date of this Agreement are, Iran, Cuba, Syria, North Korea, the Crimea region or the so-called Donetsk or Luhansk People’s Republics; (2) a person that is on the list of Specially Designated Nationals and Blocked Persons or any of the other sanctioned persons lists published by OFAC, or any equivalent list of sanctioned persons issued by the U.S. Department of State; (3) a person that is located or resident in or organized under the laws of a country or territory that is identified as the subject of country-wide or territory-wide Economic Sanctions/Trade Laws; or (4) an entity owned fifty percent (50%) or more or, where relevant under applicable Economic Sanctions/Trade Laws, controlled by, a country or territory identified in clause (1) or person in clause (2) above.

Section 3.18    Environmental Matters.

(a)    Except as set forth in the Company SEC Documents filed prior to the date of this Agreement and with such exceptions as, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect, (i) no written notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, threatened by any Person against the Company or any of its Subsidiaries, and no penalty has been assessed or outstanding consent decree or order issued by a court, governmental body, agency, authority or tribunal against the Company or any of its Subsidiaries, in each case, with respect to any matters arising out of any Environmental Law; (ii) the Company and its Subsidiaries are, and since January 1, 2021 have been, in compliance with all Environmental Laws; (iii) (x) the Company and each of its Subsidiaries have obtained and have been and are in compliance with all permits, licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental bodies, agencies and authorities required under Environmental Laws for the conduct of their respective businesses as currently conducted (the “Company Environmental Permits”) and (y) all Company Environmental Permits are in full force and effect, and the Company has no written notice or knowledge that such Company Environmental Permits will not be renewed in the ordinary course after the Effective Time; (iv) no governmental body, agency or authority has begun, or to the knowledge of the Company, threatened in writing to begin, any action to terminate, cancel or reform any Company Environmental Permit; (v) to the knowledge of the Company, there are no Hazardous Substances at, in, under or migrating to or from (x) properties owned or leased by the Company or any Subsidiary that require investigation, control, monitoring, removal or remediation under Environmental Laws or (y) any other properties that require investigation, control, monitoring, removal or remediation by the Company or any of its subsidiaries under Environmental Laws; and (vi) there has been no material environmental investigation, study, audit, test,

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review or other analysis conducted since January 1, 2021 of which the Company has knowledge in relation to any current or prior business of the Company or any of its Subsidiaries or any property or facility now or previously owned, leased or operated by the Company or any of its Subsidiaries which has not been made available to Parent prior to the date of this Agreement, excluding routine environmental monitoring conducted by the Company in the ordinary course of operations. Except with respect to Section 3.7(d), Section 3.8, Section 3.9, Section 3.11, Section 3.12 and Section 3.21, this Section 3.18 contains the sole and exclusive representations and warranties of the Company with respect to environmental matters, including with respect to Hazardous Substances, Company Environmental Permits, and any other matter relating to compliance with, or liabilities under, Environmental Laws.

(b)    For purposes of this Section 3.18, the term “Environmental Laws” means federal, state, provincial, local and foreign statutes, laws (including, without limitation, common law), judicial decisions, regulations, ordinances, rules, judgments, orders, codes, injunctions, permits, governmental agreements or governmental restrictions relating to: (A) the protection, investigation or restoration of the environment or natural resources, (B) the handling, use, storage, presence, disposal, transport, Release or threatened Release of any Hazardous Substance or (C) noise, odor, indoor air, employee exposure, electromagnetic fields, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance. As used herein, the term “Hazardous Substance” means any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”); any “hazardous waste” as that term is defined in the Resource Conservation and Recovery Act (“RCRA”); and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 etseq.), as amended (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, orders, guidelines, directives, and publications issued pursuant to, or otherwise in implementation of, said laws); and including, without limitation, any other substance defined, listed, classified or regulated as “hazardous”, “toxic”, a “waste”, a “pollutant”, or a “contaminant,” including petroleum product or byproduct, per- or polyfluorinated alkyl substances, explosive material, radioactive material, asbestos, lead paint, polychlorinated biphenyls (or PCBs), dioxins, dibenzofurans, heavy metals, radon gas, mold, mold spores, and mycotoxins. As used herein, the term “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, placing, discarding, abandonment, or disposing into the environment.

Section 3.19    Title to Properties. Except in each case as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries has good title to, or valid leasehold or other ownership interests or rights in, all its material properties and assets except: (i) for such interest or rights as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business consistent with past practice, and (ii) for defects, burdens, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not interfere with its ability to conduct its business as currently conducted. As of the date of this Agreement, none of the properties and assets of the Company or any of its Subsidiaries are subject to any Liens that, in the aggregate, interfere with the ability of the Company and the Company Subsidiaries to conduct business as currently conducted to an extent that have had or would reasonably be expected to have a Company Material Adverse Effect.

Section 3.20    Hydrocarbon Contracts.

(a)    Except in each case as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Hydrocarbon Contracts are in full force and effect in accordance with their respective terms; (ii) all royalties, rentals and other payments due thereunder have been properly and timely paid or contested in good faith in the ordinary course of business (other than royalties, rentals or other payments which are being held in suspense by the Company or any of its Subsidiaries in accordance with applicable laws); (iii) neither the Company nor any of its Subsidiaries has received any written requests or demands for payments or adjustments of payments under the Hydrocarbon Contracts (excluding payment adjustments contested in good

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faith in the ordinary course of business) or performance pursuant thereto that remain pending; (iv) none of the Company or any of its Subsidiaries is in breach of any of its obligations under any Hydrocarbon Contracts; and (v) to the knowledge of the Company, no other party to any Hydrocarbon Contract is in breach of any of its obligations thereunder. The term “Hydrocarbon Contract” means a material Hydrocarbon production sharing contract (excluding any production sharing contract customarily used in the U.S. for drilling allocation wells), lease or license or other similar agreement or right binding on the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process and operate Hydrocarbon interests and associated fixtures or structures for a specified period of time. The term “Hydrocarbon Contract” also includes any material farm-out or farm-in agreement, operating agreement, unit agreement, pooling or communitization agreement, declaration or order, joint venture, option or acquisition agreement, any material oil and gas production, sales, marketing, transportation, exchange and processing contract and agreement, or any other material contract held for exploration or production of Hydrocarbons, or the disposition of the Hydrocarbons produced therefrom, in each case to which the Company or any of its Subsidiaries is a party. The term “Hydrocarbons” means any of oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid or gaseous.

(b)    Except in each case as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries have filed with the applicable government authorities all applications and obtained all licenses, permits and other authorizations required for operations under the Hydrocarbon Contracts as currently being conducted by the Company and its Subsidiaries, and (ii) the Company and its Subsidiaries have complied with all rules and regulations of any applicable government authority with respect to operations under the Hydrocarbon Contracts.

Section 3.21    Material Contracts.

(a)    Except for this Agreement, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (excluding (i) any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) that is a lease, easement or other instrument constituting the chain of title to the properties and assets owned or held by the Company or any of its Subsidiaries and (ii) any Company Benefit Plan) (each, a “Contract”) that:

(i)    would be required to be filed by the Company as a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC);

(ii)    includes any contingent payment obligations or similar payment obligations (including any “earn-out” obligations) that would require payments to any person (other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of the Parent) arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business which payment obligations would reasonably be expected to result in future payments by the Company or its Subsidiaries that exceed, individually or in the aggregate, $15 million;

(iii)    (A) limits in any material respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries, or would run in favor of any Person (other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of Parent);

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(iv)    (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $25 million (excluding any government-mandated or state-wide bonds or guarantees) or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $25 million (excluding any government-mandated or state-wide bonds or guarantees);

(v)    grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any person (other than the Company or a wholly-owned Subsidiary of the Company) with respect to any asset that is material to the Company; provided that, in each case of (A) and (B), with respect to any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) related to any properties or assets owned or held by the Company or any of its Subsidiaries, only to the extent that such rights would be triggered by the Transactions;

(vi)    was entered into to settle any material litigation and which imposes material ongoing obligations on the Company or any of its Subsidiaries;

(vii)    limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests;

(viii)    is a partnership, limited liability company, joint venture or other similar agreement or arrangement, in each case that is material to the Company, relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 15% or more and has invested or is contractually required to invest capital in excess of $15 million, other than with respect to any wholly-owned Subsidiary of the Company;

(ix)    relates to the acquisition or disposition of any business or assets (other than the purchase and sale of Hydrocarbons and products in the ordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries has any liability in excess of $15 million in any transaction or series of related transactions;

(x)    (A) is a material joint operating agreement (JOA) with a “Contract Area” greater than 7,500 gross surface acres or (B) creates any material presently unexpired area of mutual interest (AMI) in favor of a Person other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any Subsidiary of Parent and sets forth a mutual interest area of greater than 7,500 gross surface acres; or

(xi)    is a Contract pursuant to which the Company or any of its Subsidiaries grants to a third party or receives from a third party a license to use any material Intellectual Property (other than (A) inbound non-exclusive licenses of off-the-shelf or commercially available software, in each case, for an aggregate fee of no more than $100,000 and (B) non-exclusive licenses entered into by the Company or any of its Subsidiaries in the ordinary course of business);

(xii)    is a Contract providing for indemnification of any officer, director or employee by the Company or any of its Subsidiaries that materially deviates from the terms filed in the Form of Indemnification Agreement included as an exhibit to the Company 10-K; or

(xiii)    is any confidentiality agreement or standstill agreement the Company has entered into with any third party (or any agent thereof) that is in effect on the date of this Agreement containing any exclusivity or standstill provisions that are or will be binding on the Company, any of its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries, including, after the Effective Time, the Company or any of its Subsidiaries.

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(b)    Each such Contract described in clauses (i) through (xii) and not (xiii) above is referred to herein as a “Material Contract”. Each Material Contract is a valid and binding obligation of the Company and its Subsidiaries as applicable and, to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract is in breach or violation of any provision of, or in default under, any Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. A copy of each Material Contract has previously been made available to Parent.

Section 3.22    Intellectual Property.

(a)    Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries possess the valid right to use, license and enforce all patents, patent rights, trademarks, trade names, trade dress, service marks, Internet domain names, copyrights, applications for any of the foregoing, computer software programs or applications, geophysical data, trade secrets, know-how, data and other proprietary rights (collectively, “Intellectual Property”) to the extent necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted (collectively, the “Company Intellectual Property” and to the extent owned by the Company and its Subsidiaries the “Company Owned Intellectual Property”). Section 3.22(a) of the Company Disclosure Schedules sets forth a list of all patents, registered trademarks, registered copyrights, applications for the foregoing and all registered domain names, in each case, that are (i) Company Owned Intellectual Property and (ii) material to the Company.

(b)    Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) to the knowledge of the Company, since January 1, 2021, the conduct of the business of the Company and its Subsidiaries and use of the Company Intellectual Property does not and has not infringed upon or otherwise violated any Intellectual Property rights of any other Person; (ii) to the knowledge of the Company, no third party is challenging, infringing or otherwise violating any right of the Company and its Subsidiaries in the Company Owned Intellectual Property; (iii) neither the Company nor any of its Subsidiaries has received written notice of any pending claim, order or proceeding with respect to any alleged or potential infringement or other violation of Intellectual Property rights of any other Person or with respect to any Company Owned Intellectual Property; and (iv) to the knowledge of the Company, no Company Owned Intellectual Property is being used or enforced by the Company or any of its Subsidiaries in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any Company Owned Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable measures to maintain the confidentiality of any material proprietary information or trade secrets included in their respective rights in Company Intellectual Property.

(c)    Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) to the knowledge of the Company, the Company and its Subsidiaries have not, since January 1, 2021, experienced any unauthorized access to or other breach of security with respect to the information technology systems that are material to the Company and its Subsidiaries or to any Personal Data in the custody or control of the Company; (ii) the Company and its Subsidiaries have complied in all material respects with all applicable laws and with their own respective privacy policies (“Privacy Policies”)relating to the collection, storage, use, disclosure and transfer of any information held by the Company or its Subsidiaries that can reasonably be used to identify an individual natural person, including name, street address, telephone number, email address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or biometric identifiers or any other piece of information, or any other information defined as “personal data,” “personally identifiable information,” “individually identifiable health information,” “protected health information” or “personal information” under

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any applicable law and that is regulated by such applicable law (collectively, “Personal Data”) and neither the Company nor any of its Subsidiaries has received a written complaint from, or to the knowledge of the Company, is subject to an investigation by, any governmental body, agency, authority or entity or any other third party regarding its collection, storage, use, disclosure or transfer of Personal Data that is pending or unresolved and, to the knowledge of the Company, there are no facts or circumstances that would give rise to any such complaints; and (iii) the Company and its Subsidiaries have commercially reasonable security measures in place designed to protect any Personal Data stored in their respective information technology systems from unlawful use or access by any third party or any other access or use that would violate applicable law.

Section 3.23    Brokers; Financial Advisor. No broker, investment banker, financial advisor or other Person, other than J.P. Morgan Securities LLC (the “Financial Advisor”) and PJT Partners, the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar based fee or commission in connection with the Merger as a result of being engaged by the Company or any Subsidiary or affiliate of the Company. The Company has made available to Parent complete and correct copies of all agreements under which such fee, commission, or other like payment is payable and all indemnification and other agreements under which any such fee or commission is payable.

Section 3.24    Opinion of Financial Advisor. The Company has received the opinion of the Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid in the Merger to the holders of the shares of Company Common Stock is fair, from a financial point of view, to such holders.

Section 3.25    Takeover Statutes. Assuming the accuracy of the representations and warranties set forth in Section 4.16, the Board of Directors of the Company has taken the necessary action to render Section 203 of the DGCL, any other potentially applicable antitakeover or similar statute or regulation inapplicable to this Agreement and the transactions contemplated hereby.

Section 3.26    Reorganization. The Company has not taken or agreed to take any action, and is not aware, after reasonable diligence, of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Section 3.27    No Additional Representations.

(a)    Except for the representations and warranties made in this Article III, as qualified by the Company Disclosure Schedules, or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Merger or the Transactions, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article III, as qualified by the Company Disclosure Schedules, or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made in this Article III, as qualified by the Company Disclosure Schedules, or any certificate delivered pursuant to this Agreement, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Merger or the Transactions.

(b)    Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that neither Parent nor any other Person has made or is making, and the Company

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expressly disclaims reliance upon, any representations, warranties or statements relating to Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent and Merger Subsidiary in Article IV, as qualified by the Parent Disclosure Schedules, or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company, or any of its representatives. Without limiting the generality of the foregoing, the Company acknowledges that, except as expressly provided in Article IV, as qualified by the Parent Disclosure Schedules or any certificate delivered pursuant to this Agreement, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to the Company or any of its representatives.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY

Parent and Merger Subsidiary represent and warrant to the Company that, except as disclosed (i) in the Parent SEC Documents (as hereinafter defined) filed or furnished prior to the date of this Agreement (excluding any disclosures in such Parent SEC Documents in any risk factors section, in any section related to forward looking statements and other disclosures that are predictive or forward-looking in nature, in each case other than any description of historic facts or events included therein) or (ii) in the correspondingly numbered section of the disclosure schedules delivered by Parent to the Company simultaneously with the execution of this Agreement (the “Parent Disclosure Schedules”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Schedules shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent, notwithstanding the omission of a cross-reference to such other section or subsection):

Section 4.1    Corporate Existence and Power. Each of Parent and Merger Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all governmental franchises, licenses, permits, authorizations, consents and approvals required to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as now conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect (as defined below). Parent is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the property owned or leased by it or the nature of its activities or the ownership or leasing of its properties make such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect. For purposes of this Agreement, the term “Parent Material Adverse Effect” means any Effect that, individually or in the aggregate, results in a material adverse effect on the financial condition, business, assets or continuing results of operations of Parent and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following Effects, alone or in combination, be deemed to constitute, or be taken into account, in determining whether there has been, or would be, a Parent Material Adverse Effect: (A) any changes or conditions in the U.S. or any other national or regional economy, any global economic changes or conditions or securities, credit, financial or other capital markets conditions, (B) any changes or conditions affecting the oil and gas industry in general (including changes to the prices of commodities or of the raw material inputs or value of the outputs of Parent’s products, general market prices and regulatory changes affecting the industry), (C) any weather-related or other force majeure event or outbreak (including earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters), (D) pandemics, epidemics, COVID-19 Measures, acts of war (whether or not declared), armed hostility (by recognized governmental forces or otherwise), sabotage, terrorism or cyber-attack, and any escalation or general worsening of any of the foregoing or other response to any governmental bodies, agencies, officials or authorities (including requirements for business closures, restrictions on operations or “sheltering-in-place”), (E) Effects resulting from the negotiation, execution, announcement, pendency, compliance with or performance of this Agreement, the transactions contemplated hereby or the terms hereof or

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the consummation of the transactions contemplated hereby, including the impact thereof on the relationships of Parent and its Subsidiaries with customers, suppliers, partners, employees or governmental bodies, agencies, officials or authorities; provided that this clause (E) shall not apply to any representation or warranty set forth in Section 4.4 (or any condition to any party’s obligation to consummate the Merger relating to such representation and warranty) to the extent the purpose of such representation and warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Merger, (F) any action taken or failure to take action which the Company has requested in writing, (G) changes in applicable law, regulation or government policy or in GAAP or in accounting standards, or any changes in the interpretation or enforcement of any of the foregoing, or any changes in general legal, regulatory or political conditions, (H) any decline in the market price, or change in trading volume, of Parent’s capital stock or (I) any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, or budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position (it being understood that the exceptions in clauses (H) and (I) shall not prevent or otherwise affect a determination that the underlying cause of any such change, decline or failure referred to therein (if not otherwise falling within any of the exceptions provided hereof) is a Parent Material Adverse Effect); provided that, in the case of clauses (A), (B), (C) and (D), to the extent the impact on Parent and its Subsidiaries, taken as a whole, is disproportionately adverse compared to the impact on similarly situated entities, the incrementally disproportionate impact or impacts shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Parent Material Adverse Effect. Merger Subsidiary is a direct, wholly-owned subsidiary of Parent that was formed solely for the purpose of engaging in the Merger. Since the date of its incorporation, Merger Subsidiary has not engaged in any activities other than in connection with or as contemplated by this Agreement. Parent has heretofore made available to the Company true and complete copies of Parent’s and Merger Subsidiary’s certificate of incorporation and by-laws as currently in effect.

Section 4.2    Corporate Authorization.

(a)    The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. Assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against such party in accordance with its terms, subject to Creditors’ Rights. The shares of Parent Common Stock issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

(b)    The Board of Directors of Parent, at a meeting duly called and held on or prior to the date of this Agreement, has unanimously (i) determined that this Agreement and the issuance of Parent Common Stock pursuant to this Agreement and the other Transactions are fair to, and in the best interests of, Parent and Parent’s stockholders and (ii) approved and declared advisable this Agreement and the Transactions.

(c)    The Board of Directors of Merger Subsidiary has unanimously (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Merger Subsidiary’s sole stockholder, (ii) approved and declared advisable this Agreement and the Transactions and (iii) submitted this Agreement to Parent, as sole stockholder of Merger Subsidiary, for adoption thereby and recommended that Parent approve and adopt this Agreement and the Transactions.

Section 4.3    Governmental Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than (a) the filing of a certificate of merger in accordance with the DGCL, (b) compliance with any applicable requirements of the HSR Act, (c) compliance with any applicable requirements of laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters, (d) compliance with any

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applicable requirements of the Exchange Act, (e) compliance with any applicable requirements of the Securities Act, (f) the appropriate filings and approvals under the rules of the NYSE or Nasdaq, (g) (if any) filings required to be made with the FCC and (h) other actions or filings the absence or omission of which would not, individually or in the aggregate, be reasonably likely to have (i) a Parent Material Adverse Effect or (ii) prevent, materially delay or materially impede consummation by Parent of the Merger or other Transactions (this clause (ii), a “Parent Impairment Effect”).

Section 4.4    Non-Contravention. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not, assuming compliance with the matters referred to in Sections 4.2 and 4.3, (a) contravene or conflict with the certificate of incorporation or by-laws of Parent or Merger Subsidiary, (b) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or any of its Subsidiaries, (c) constitute a default (or an event which with notice or the passage of time would become a default) under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent or any of its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of, any agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration or losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, be reasonably likely to have (i) a Parent Material Adverse Effect or (ii) a Parent Impairment Effect. The approval of the stockholders of Parent is not required by applicable law or the rules of the NYSE or Nasdaq to effect the transactions contemplated by this Agreement. To Parent’s knowledge as of the date of this Agreement, there is no Effect that would reasonably be expected to prevent, materially impede or materially interfere with the consummation by Parent or Merger Subsidiary of the Merger and the Transactions.

Section 4.5    Capitalization. The authorized capital stock of Parent consists of 6,000,000,000 shares of Parent Common Stock, and 100,000,000 shares of preferred stock, par value $1.00 per share (“Parent Preferred Stock”). As of the close of business on May 18, 2023 (the “Parent Measurement Date”), there were outstanding (i) 1,880,910,382 shares of Parent Common Stock, (ii) no shares of Parent Preferred Stock and (iii) no other shares of capital stock or other voting securities of Parent. All outstanding shares of capital stock of Parent have been duly authorized and validly issued and are fully paid and nonassessable. As of the close of business on the Parent Measurement Date, there were outstanding (A) options to purchase 25,412,683 shares of Parent Common Stock and (B) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 10,268,990.9381 shares of Parent Common Stock. Except as set forth in this Section 4.5 and except for changes since the close of business on the Parent Measurement Date resulting from the exercise of employee stock options outstanding on such date, or the payment or redemption of other stock-based awards outstanding on such date and except for the shares to be issued in connection with the Merger, there are outstanding, as of the date of this Agreement, (a) no shares of capital stock or other voting securities of Parent, and (b) except for securities issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (1) no options, warrants or other rights to acquire from Parent any capital stock or voting securities of Parent or securities convertible into or exchangeable for capital stock or voting securities of Parent, (2) no bonds, debentures, notes or other indebtedness of Parent or any of its Subsidiaries, in each case, that are linked to, or calculated based on, the value of Parent or any of its Subsidiaries, or otherwise based upon or derived from any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, Parent or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent or any of its Subsidiaries may vote and (3) no preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character relating to the capital stock of

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Parent, obligating Parent to issue, transfer or sell any capital stock, voting securities of Parent or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (a) and (b) being referred to collectively as “Parent Securities”). Except as required by the terms of any employee or director options or other stock-based awards, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities.

Section 4.6    SEC Filings.

(a)    Parent has made available to the Company (i) its annual reports on Form 10-K for its fiscal years ended December 31, 2021 and 2022, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of Parent held since December 31, 2021 and (iii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 2021 (the documents referred to in this Section 4.6(a) being referred to collectively as the “Parent SEC Documents”). Parent’s annual report on Form 10-K for its fiscal year ended December 31, 2022 is referred to herein as the “Parent 10-K.” Parent’s quarterly report on Form 10-Q for the three months ended March 31, 2023 is referred to herein as the “Parent 10-Q.

(b)    As of its filing date, each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act and the rules and regulations thereunder.

(c)    As of its filing date, each Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made not misleading. The Information Statement will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing, neither the General Partner nor the Partnership make any representation or warranty with respect to information supplied by or on behalf of Parent, Holdings or Merger Sub for inclusion or incorporation by reference in any of the foregoing documents.

Section 4.11 Partnership Benefit Plans; Employee Matters.

(a) Each Partnership Benefit Plan has been established, maintained and administered in compliance with its terms and with applicable Laws, including ERISA and the Code, except for such non-compliance which has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect. Except as has not had and would not reasonably be expected to have a Partnership Material Adverse Effect, no Partnership Benefit Plan is or has been within the past six years a (i) “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (ii) pension plan subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, (iii) “multiple employer plan” within the meaning of ERISA or an employee benefit plan subject to Section 413(c) of the Code, or (iv) “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

(b) Each Partnership Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter as to such qualification from the Internal Revenue Service, and, to the knowledge of the Partnership, no event has occurred that could reasonably be expected to cause the loss of any such qualification, except where such loss of qualification, individually or in the aggregate, would not have a Partnership Material Adverse Effect.

(c) Except as would not reasonably be expected to have a Partnership Material Adverse Effect, no Proceeding, including any audit or investigation by any Governmental Authority, is pending or, to the knowledge of the Partnership, threatened with respect to any Partnership Benefit Plan (other than routine claims for benefits and non-material appeals of such claims).

(d) Neither the Partnership nor its Subsidiaries is bound by or a party to any collective bargaining agreement or similar contract with any labor union or organization with respect to any of their employees. Neither the Partnership nor its Subsidiaries is currently engaged in any negotiation with any labor union or organization and, to the knowledge of the Partnership, there is no union representation question or certification petition pending before the National Labor Relations Board or any other similar Governmental Authority relating to the Partnership or its Subsidiaries. Except as has not had and would not reasonably be expected to have a Partnership Material Adverse Effect, (i) no organized work stoppage, labor strike, labor dispute, lockout or slowdown against the Partnership is pending or, to the knowledge of the Partnership, threatened against or involving the Partnership or its Subsidiaries; and (ii) neither the Partnership nor its Subsidiaries has received written notice of any unfair labor practice complaint and, to the knowledge of the Partnership, no such complaints against the Partnership or such Subsidiaries are pending before the National Labor Relations Board or other similar Governmental Authority.

(e) Except as expressly contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (whether alone or in combination with another event, whether contingent or otherwise) will (i) entitle any current or former employee, consultant, director, manager or other service provider to any payment or benefit (or any increased or enhanced payment or benefit) from the General Partner, the Partnership or its Subsidiaries, or (ii) accelerate the vesting, funding or time of payment of any compensation, Partnership LTIP Award or other benefit with respect to any current or former employee, consultant, director, manager or other service provider.

(f) Neither the Partnership nor any of its Subsidiaries employs or engages, or has at any time employed or engaged, any employees, consultants or other individual service providers, and neither the Partnership nor any of its Subsidiaries has extended any offer of employment or service to any employee or other individual service provider that is outstanding as of the date hereof. Neither the Partnership nor any of its Subsidiaries has incurred or would reasonably be expected to incur any material liability as a joint employer.

Section 4.12 Real Property.

(a) Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) either the Partnership or a Subsidiary of the Partnership has good and valid title to each material real property at which material operations of the Partnership or any of its Subsidiaries are conducted and that are owned by the Partnership or any Subsidiary, other than Partnership Real Property Leases and Rights-of-Way (such owned real property collectively, the “Partnership Owned Real Property”) and (ii) either the Partnership or a Subsidiary of the Partnership has a good and valid leasehold interest in each material lease, sublease and other agreement under which the Partnership or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which material operations of the Partnership or any of its Subsidiaries are conducted (any such property subject to such lease, sublease or other agreement, the “Partnership Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Partnership Real Property Leases”), in each case, free and clear of all Liens other than any Partnership Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (A) each Partnership Real Property Lease is valid, binding and in full force and effect in accordance with its terms, except as such enforcement may be limited by Enforceability Exceptions, and (B) no uncured default of a material nature on the part of the Partnership or, if applicable, any of its Subsidiaries or, to the knowledge of the Partnership, the lessor thereunder, exists under any Partnership Real Property Lease, and no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Partnership Real Property Lease.

(b) Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Partnership Owned Real Property or the Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of such Partnership Owned Real Property or Partnership Leased Real Property by the

Partnership or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Partnership and its Subsidiaries or among the Partnership’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Partnership Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Partnership Owned Real Property by the Partnership or its Subsidiaries in the operation of its business thereon, and (iii) neither the Partnership nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Partnership Owned Real Property or Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of such Partnership Owned Real Property or Partnership Leased Real Property by the Partnership or its Subsidiaries in the operation of its business thereon.

(c) Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect: (i) each of the Partnership and its Subsidiaries has such Rights-of-Way that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Partnership Permitted Liens); (ii) the Partnership and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Partnership and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Partnership nor any of its Subsidiaries has received written notice of, and, to the knowledge of the Partnership, there does not exist, the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Partnership and its Subsidiaries in and to any such Rights-of-Way. Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, all pipelines operated by the Partnership and its Subsidiaries have or are otherwise entitled to the benefits of all Rights-of-Way that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as a result of any breach by the Partnership or any of its Subsidiaries of the terms of any Rights-of-Way) in such Rights-of-Way that would prevent the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated.

Section 4.13 Regulatory Matters.

(a) Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, there are no proceedings pending, or to the knowledge of the Partnership, threatened in writing, alleging that the Partnership or any of its Subsidiaries is in material violation of the Natural Gas Act, 15 U.S.C. § 717, et seq. (the “NGA”), the Natural Gas Policy Act of 1978, 15 U.S.C. § 3301, et seq. (the “NGPA”), the Interstate Commerce Act, 49 U.S.C. App. § 1, et seq. (1988) (the “ICA”), the Federal Power Act, 16 U.S.C. § 791a, et seq. (the “FPA”), or the Public Utility Holding Company Act of 2005, 42 U.S.C. §§ 16451-16453 (“PUHCA”), or the rules and regulations promulgated thereunder, or the laws, rules and regulations of any state public utility commission or department in a state within which the Partnership or any of its Subsidiaries operates, as the case may be.

(b) Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, all filings (other than immaterial filings) required to be made by the Partnership or any of its Subsidiaries during the two years preceding the date hereof, with the (i) Federal Energy Regulatory Commission (“FERC”) under the NGA, the NGPA, the ICA, the FPA, PUHCA, or the rules and regulations promulgated thereunder, (ii) the Department of Energy, or (iii) any state public utility commission or department in a state within which the Partnership or any of its Subsidiaries operates, as the case may be, have been made, including all forms, statements, reports, notices, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and tariffs and related documents, and, to the knowledge of the Partnership, all such filings, as of their respective dates, and, as amended or supplemented, were in material compliance with all applicable requirements of applicable statutes and the rules and regulations promulgated thereunder.

Section 4.14 Opinion of Financial Advisor. The Conflicts Committee has received the opinion of Janney Montgomery Scott LLC (the “Conflicts Committee Financial Advisor”) to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to the Partnership and the Partnership Unaffiliated Unitholders.

Section 4.15 Brokers and Other Advisors. Except for the Conflicts Committee Financial Advisor, the fees and expenses of which will be paid by the Partnership, no broker, investment banker or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or commission, or the reimbursement of expenses, in connection with the Merger or the other transactions contemplated by this Agreement based on arrangements made by or on behalf of the Partnership or any of its Subsidiaries or the Conflicts Committee. The Partnership has made available to Parent a correct and complete copy of the Partnership’s engagement letter with the Conflicts Committee Financial Advisor, which letter describes all fees payable to the Conflicts Committee Financial Advisor in connection with the transactions contemplated hereby and all agreements under which any such fees or any expenses are payable and all indemnification and other agreements with the Conflicts Committee Financial Advisor, entered into in connection with the transactions contemplated hereby.

Section 4.16 Insurance. Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, (a) the businesses and assets of the Partnership and its Subsidiaries are covered by, and insured under, insurance policies underwritten by reputable insurers that include coverages and related limits and deductibles that are customary in the oil and natural gas gathering, processing, treating, transportation and storage industries and oil and natural gas liquids marketing industry, (b) all such insurance policies are in full force and effect and all premiums due and payable on such policies have been paid and (c) no notice of cancellation of, material premium increase of, or indication of an intention not to renew, any such insurance policy has been received by the Partnership or any of its Subsidiaries other than in the ordinary course of business.

Section 4.17 Investment Company Act. The Partnership is not, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.

Section 4.18 No Other Representations or Warranties. Except for the representations and warranties set forth in this Article IV, neither the Partnership nor any other Person makes or has made any express or implied representation or warranty with respect to the Partnership or its Subsidiaries with respect to any other information provided to Parent, Holdings or Merger Sub in connection with the Merger or the other transactions contemplated by this Agreement. Each of Parent, Holdings and Merger Sub acknowledges and agrees that, without limiting the generality of the foregoing, neither the Partnership nor any other Person will have or be subject to any liability or other obligation to Parent, Holdings, Merger Sub or any other Person resulting from the distribution to Parent, Holdings or Merger Sub (including their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Representatives”)), or Parent’s, Holdings’ or Merger Sub’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available to Parent, Holdings or Merger Sub in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article IV.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF

PARENT, HOLDINGS AND MERGER SUB

Except as disclosed in the Parent SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2019, and prior to the date of this Agreement (but excluding any disclosure contained in any such

Parent SEC Documents under the heading “Risk Factors” or “Cautionary Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)), Parent, Holdings and Merger Sub, jointly and severally, represent and warrant to the Partnership and the General Partner as follows:

Section 5.1 Organization, Standing and Power.

(a) Each of Parent, Holdings and Merger Sub is a legal entity duly incorporated, formed or organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite corporate, limited liability company, partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”).

(b) Parent is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(c) Parent has made available through Parent SEC Documents to the Partnership correct and complete copies of its Organizational Documents, in each case as amended to the date of this Agreement. All such Organizational Documents are in full force and effect, and Parent is not in violation of any of their provisions in any material respect.

Section 5.2 Capitalization.

(a) The authorized equity interests of Parent consist of (i) 6,000,000,000 Parent Shares and (ii) 100,000,000 shares of Parent Preferred Stock. As of March 3, 2021, there were (i) 1,926,912,422 Parent Shares issued and outstanding (excluding, for the avoidance of doubt, any Parent Shares held in treasury), (ii) 515,764,158 Parent Shares held in treasury and (iii) no shares of Parent Preferred Stock issued and outstanding or held in treasury. As of March 3, 2021, there were outstanding (y) options to purchase 89,587,998 shares of Parent Shares and (z) other stock-settled equity-based awards (other than shares of restricted stock or other equity based awards included in the number of shares of Parent Shares outstanding set forth above) with respect to 588,192.84 shares of Parent Shares. From March 3, 2021 until the date of this Agreement, no additional equity interests of Parent have been issued, other than Parent Shares issued in connection with or pursuant to the Parent Equity Plans. All outstanding equity securities of Parent are, and all Parent Shares issuable pursuant to the Parent Equity Plans, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights.

(b) As of the date of this Agreement, except pursuant to this Agreement, the Parent Equity Plans or grant documents issued thereunder, (i) there are no equity securities of Parent issued or authorized and reserved for issuance, (ii) there are no outstanding options, profits interest units, phantom units, restricted units, unit appreciation rights or other compensatory equity or equity-based awards or rights, warrants, preemptive rights, subscriptions, calls or other Rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating Parent to issue, transfer or sell any equity interest of Parent or any securities convertible into or exchangeable for such equity interests, or any commitment to authorize, issue or sell the same or any such equity securities and (iii) there are no contractual obligations of Parent to repurchase, redeem or otherwise acquire any other equity interest in Parent or any such securities or agreements listed in clause (ii) of this sentence. Since December 31, 2019, except pursuant to the Parent Equity Plans, there have been no partnership interests, limited liability company interests, other equity securities, options, profits interest units, phantom units, restricted units, unit appreciation rights, warrants, preemptive rights, subscriptions, calls or other Rights, convertible securities, exchangeable securities, agreements or commitments, or contractual obligations of the types described in the foregoing sentence issued or entered into by or on behalf of Parent.

(c) Parent does not have any outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible into, exchangeable for or exercisable for securities having the right to vote) with Parent Stockholders or any other equity interest on any matter.

(d) There are no voting trusts or other agreements or understandings to which Parent is a party with respect to the voting or registration of capital stock or other equity interest of Parent.

(e) When issued pursuant to the terms of this Agreement, all Parent Shares constituting the Merger Consideration will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights.

(f) All of the issued and outstanding equity interests of Merger Sub and all of the outstanding shares of Holdings are duly authorized, validly issued, fully paid and nonassessable (except, with respect to the limited liability company interests of Merger Sub, as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the DLLCA), and are owned, directly or indirectly, by Parent, in the case of Holdings, and by Holdings, in the case of Merger Sub, and Parent has no obligation to make contributions to Holdings by reason of Parent’s ownership of equity interests in Holdings and Holdings has no obligation to make contributions to Merger Sub by reason of Holdings’ ownership of equity interests in Merger Sub, and Parent has no personal liability for the debts, obligations, obligations and liabilities of Holdings, whether arising in contract, tort or otherwise, solely by reason of being an equity holder of Holdings and Holdings has no personal liability for the debts, obligations and liabilities of Merger Sub, whether arising in contract, tort or otherwise, solely by reason of being an equity holder of Merger Sub. Each of Holdings and Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby. Except for the obligations and liabilities incurred in connection with its formation, and the transactions contemplated hereby, each of Holdings and Merger Sub has not and will not have incurred, directly or indirectly, any obligations or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

Section 5.3 Authority; Noncontravention; Voting Requirements.

(a) Each of Parent, Holdings and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of Parent, Holdings and Merger Sub of the Transaction Documents and the consummation of the transactions contemplated by this Agreement, have been, as applicable, duly authorized and approved by the Parent Board for and on behalf of Parent and the Holdings Board for and on behalf of Holdings and Merger Sub, as applicable, and no other entity action on the part of Parent, Holdings or Merger Sub is necessary to authorize the execution, delivery and performance by Parent, Holdings and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent, Holdings and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of Parent, Holdings and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. The Parent Board has taken all necessary action so that any Takeover Laws applicable to Parent, Holdings or Merger Sub do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance.

(b) Neither the execution and delivery of this Agreement by Parent, Holdings and Merger Sub, nor the consummation by Parent, Holdings and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent, Holdings and Merger Sub with any of the terms or provisions of this Agreement, will (i) contravene, conflict with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Parent Organizational Documents or the Organizational Documents of Holdings or Merger Sub, (ii) assuming the authorizations, consents and approvals referred to in Section 5.4 are obtained, and the filings referred to in Section 5.4 are made, (A) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent, Holdings or Merger Sub or any of their respective properties or assets, or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a

default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent, Holdings or Merger Sub under, any of the terms, conditions or provisions of any Contract or Permit to which Parent, Holdings or Merger Sub is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent, Holdings or Merger Sub, except, in the case of clause (ii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(c) No vote of the holders of any class or series of the capital stock of Parent is necessary to approve the Parent Stock Issuance.

(d) The Parent Board, by unanimous vote, (i) determined that the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance, are in the best interests of Parent and the Parent Stockholders and (ii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, on the terms and subject to the conditions set forth in this Agreement as deemed appropriate by Parent’s authorized officers.

Section 5.4 Governmental Approvals. Except for (a) filings required under, and compliance with other applicable requirements of, the Exchange Act, the Securities Act, including the filing with the SEC of the Registration Statement and the Information Statement constituting a part thereof, and applicable state securities and “blue sky” laws, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (c) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE or NASDAQ, as applicable, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by Parent, Holdings and Merger Sub and the consummation by Parent, Holdings and Merger Sub of the transactions contemplated by this Agreement, other than such other consents, approvals, filings, declarations or registrations that are not required to be obtained or made prior to the consummation of such transactions or, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect.

Section 5.5 Parent SEC Documents; Undisclosed Liabilities; Internal Controls.

(a) Parent has filed or furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed or furnished by them with the SEC since December 31, 2019 (collectively and together with all documents filed or publicly furnished on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). The Parent SEC Documents, as of their respective effective dates (in the case of the Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding

(d)    Each registration statement, as amended or unresolved comments received from the SEC staff with respectsupplemented, if applicable, filed by Parent since January 1, 2021 pursuant to the Parent SEC Documents. To the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation.

(b) The consolidated financial statements of Parent included in the Parent SEC Documents as of their respective dates (if amended,Securities Act, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as

indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has beenstatement or will be, individually or in the aggregate, material to Parent and its consolidated Subsidiaries, taken as a whole).

(c) Except (i) as reflected or otherwise reserved against on the balance sheet of Parent and its consolidated Subsidiaries as of the Balance Sheet Date (including the notes thereto) included in the Parent SEC Documents filed by Parent and publicly available prior to the date of this Agreement, (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, and (iii) for liabilities and other obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether oramendment became effective, did not accrued or contingent) that would be required to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(d) Parent has established and maintains adequate internal control over financial reporting and disclosure controls and procedures sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. Parent has disclosed, based on its most recent evaluation, to the Parent’s auditors (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and have identified for the Parent’s auditors any material weakness in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal control over financial reporting.

(e) Since December 31, 2018, the principal executive officer and principal financial officer of Parent have made all certifications (without qualification or exceptions to the matters certified, except as to knowledge) required by the Sarbanes-Oxley Act, and the statements contained in any such certifications are complete and correct, and none of Parent or its officers have received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. As of the date of this Agreement, and except as disclosed in a Parent SEC Document filed with the SEC prior to the date of this Agreement, Parent has no knowledge of any material weaknesses in the design or operation of such internal controls over financial reporting.

Section 5.6 Absence of Certain Changes or Events.

(a) Since the Balance Sheet Date, there has not occurred any change, effect, event or occurrence that, individually or in the aggregate, has resulted, or would reasonably be likely to result, in a Parent Material Adverse Effect.

(b) Since the Balance Sheet Date, except for this Agreement and the transactions contemplated hereby, Parent has carried on and operated its business in the ordinary course of business.

Section 5.7 Legal Proceedings(a) . There are no Proceedings pending or, to the knowledge of Parent, threatened in writing with respect to Parent, Holdings or Merger Sub or Proceedings pending or, to the knowledge of Parent, threatened in writing with respect to any of their respective properties or assets at law or in equity before any Governmental Authority, and there are no orders, judgments, decrees or similar rulings of any

Governmental Authority against Parent, Holdings or Merger Sub, in each case except for those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. This Section 5.7 shall not apply to any Proceedings against Parent, Holdings or Merger Sub or any of their respective directors, managing members or officers, as applicable, to the extent arising out of this Agreement, the Merger or the other transactions contemplated by this Agreement.

Section 5.8 Compliance With Laws. Parent, Holdings and Merger Sub are, and since the later of December 31, 2018 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 5.9 Information Supplied. Subject to the accuracy of the representations and warranties of the Partnership and the General Partner set forth in Section 4.10, none of the information supplied (or to be supplied) in writing by or on behalf of Parent, Holdings or Merger Sub specifically for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading.

(e)    Parent has timely filed with or furnished to the SEC all forms, reports, schedules, registration statements, proxy statements and other documents required to be filed with or furnished to the SEC by Parent since January 1, 2021.

Section 4.7    Financial Statements.    The audited consolidated financial statements of Parent (including any related notes and schedules) included in the annual reports on Form 10-K referred to in Section 4.6 present fairly, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows for the periods then ended, in each case, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto). For purposes of this Agreement, “Parent Balance Sheet” means the consolidated balance sheet of Parent, as of December 31, 2022, set forth in the Parent 10-K and “Parent Balance Sheet Date” means December 31, 2022.

Section 4.8    Disclosure Documents.

(a)    The Registration Statement on Form S-4 of Parent (the “Form S-4”) to be filed under the Securities Act relating to the issuance of Parent Common Stock in the Merger, and any amendments or supplements thereto, will, when filed, subject to the last sentence of Section 4.8(b), comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

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(b)    Neither the InformationForm S-4 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent in this Section 4.8 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4.

(c)    None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Company Proxy Statement or any amendment or supplement thereto will, onat the date itthe Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Limited PartnersCompany or at the time such stockholders vote on the adoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they arewere made, not misleading. The Information Statement

Section 4.9    Controls and Procedures.

(a)    Each of the principal executive officer and the Registration Statement will complyprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, as to form inapplicable) has made all material respects with the applicable requirementscertifications required under Sections 302 and 906 of the SecuritiesSarbanes-Oxley Act or Exchange Act, as applicable. Notwithstanding the foregoing, none of Parent, Holdings or Merger Sub make any representation or warranty with respect to information supplied by or on behalfParent SEC Documents. For purposes of the Partnershippreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

(b)    Parent has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by Parent in the reports it files or furnishes under the General PartnerExchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for inclusion or incorporation by referenceParent’s auditors any material weaknesses in internal controls over financial reporting. Parent has provided to the Company true and correct copies of any of the foregoing documents.disclosures to the auditors or audit committee of Parent that have been made in writing from January 1, 2021 through the date of this Agreement, and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date of this Agreement.

(c)    Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent’s financial statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2022, and such assessment concluded that such internal controls were effective using the framework specified in the Parent 10-K.

(d)    No personal loan or other extension of credit by Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Sarbanes-Oxley Act since January 1, 2021.

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(e)    Since January 1, 2021, neither Parent nor any of its Subsidiaries nor, to Parent’s knowledge, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that Parent or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls.

Section 5.104.10    Brokers and Other AdvisorsAbsence of Certain Changes. Except for Citigroup Global Markets Inc.,

(a)    From the fees and expensesParent Balance Sheet Date to the date of which will be paid by Parent, no broker, investment banker or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement, based on arrangements made by or on behalf of Parent, Holdings or Merger Sub.

Section 5.11 Investment Company Act. Parent is not, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.

Section 5.12 Ownership of Partnership Interests. Parent and its Subsidiaries taken together, arehave conducted their business in the beneficial ownersordinary course of 56,447,616 Common Units andbusiness consistent with past practice in all material respects.

(b)    From the General Partner Interest.Parent Balance Sheet Date, there has not been any event, occurrence, change or development of a state of circumstances or facts which, individually or in the aggregate, has had, or would be reasonably likely to have, a Parent Material Adverse Effect.

Section 4.11    No Undisclosed Material Liabilities. As of the date of this Agreement, the Common Units beneficially owned bythere are no liabilities of Parent or any Subsidiary of Parent of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise that are material to Parent and its Subsidiaries, constitutetaken as a Unit Majority.whole, other than:

(a)    liabilities disclosed or provided for in the Parent Balance Sheet or the notes thereto;

(b)    liabilities incurred since the Parent Balance Sheet Date in the ordinary course of business consistent with past practice and which, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect;

(c)    liabilities disclosed in the Parent SEC Documents filed prior to the date of this Agreement;

(d)    liabilities or obligations that have been discharged or paid in full in the ordinary course of business consistent with past practice; and

(e)    liabilities under this Agreement or in connection with the Transactions.

Section 5.134.12    Litigation. As of the date of this Agreement, there is no action, suit, investigation or proceeding, pending against, or, to the knowledge of Parent, threatened against or affecting, Parent, any of its Subsidiaries, any of their respective properties or any of their respective officers or directors before any court, arbitrator or any governmental body, agency, authority or official except as would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect.

Section 4.13    Compliance with Laws. To Parent’s knowledge, neither Parent nor any of its Subsidiaries is in violation of, or has since January 1, 2021 violated, any applicable provisions of any laws, statutes, ordinances or regulations except for any violations that, individually or in the aggregate, have not had, and would not be reasonably likely to have, a Parent Material Adverse Effect.

Section 4.14    Capitalization of Merger Subsidiary. The authorized capital stock of Merger Subsidiary consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by Parent. Merger Subsidiary has not engaged in any activities other than the execution of this Agreement, the performance of its respective obligations hereunder, and matters ancillary thereto, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Merger and the other transactions contemplated by this Agreement.

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Section 4.15    Reorganization. Parent has not taken or agreed to take any action, and is not aware, after reasonable diligence, of the existence of any fact or circumstance, that could reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Section 4.16    Ownership of Company Common Stock. Neither Parent nor any of its Subsidiaries (including Merger Subsidiary) owns or has owned at any time in the three years preceding the date of this Agreement any shares of Company Common Stock beneficially or of record.

Section 4.17    No OtherAdditional Representations or Warranties.

(a)    Except for the representations and warranties set forthmade in this Article V IV, none ofas qualified by the Parent Holdings, Merger SubDisclosure Schedules, or any certificate delivered pursuant to this Agreement, neither Parent nor any other Person makes or has made any express or implied representation or warranty with respect to Parent Holdings and Merger Sub or with respect to any other information provided to the Partnershipits Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Merger or the Transactions, and Parent hereby disclaims any such other transactions contemplatedrepresentations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article IV, as qualified by the Parent Disclosure Schedules, or any certificate delivered pursuant to this Agreement.Agreement, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made in this Article IV, as qualified by the Parent Disclosure Schedules, or any certificate delivered pursuant to this Agreement, any oral or written information presented to the Company or any of its affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Merger or the Transactions.

(b)    Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Subsidiary acknowledges and agrees that neither the Company nor any other Person has made or is making, and each of Parent and Merger Subsidiary expressly disclaims reliance upon, any representations, warranties or statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III, as qualified by the Company Disclosure Schedules, or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent or Merger Subsidiary or any of their respective representatives. Without limiting the generality of the foregoing, noneeach of Parent Holdings orand Merger SubSubsidiary acknowledge that, except as expressly provided in Article III, as qualified by the Company Disclosure Schedules, or any other Person will havecertificate delivered pursuant to this Agreement, no representations or be subjectwarranties are made with respect to any liability or other obligation to the Partnership or the General Partner or any other Person resulting from the distribution to the Partnership, the General Partner or the Conflicts Committee (including their respective Representatives), or the Partnership’s, the General Partner’s or the Conflicts Committee’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts, estimates, budgets or other materialsprospect information that may have been made available to the Partnership, the General Partner and the Conflicts Committee in expectationParent or Merger Subsidiary or any of their respective representatives.

ARTICLE V

COVENANTS OF THE COMPANY

The Company agrees that:

Section 5.1    Conduct of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article VCompany.

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Preparation of the Registration Statement, the Information Statement.

(a) As promptly as practicable following From the date of this Agreement (i)until the Partnership and Parent shall jointly prepare and the Partnership shall fileEffective Time, except with the SEC the Information Statement and (ii) the Partnership andprior written consent of Parent shall jointly prepare and Parent shall file with the SEC the Registration Statement, in which the Information Statement will(such consent not to be includedunreasonably withheld, conditioned or delayed), as a prospectus. The Partnership and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their Subsidiaries, directors, officers and unitholders and such other matters as may be reasonably necessaryexpressly permitted or advisable in connection with the Registration Statement. Each of the Partnership and Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplatedrequired by this Agreement. Each of the Partnership and Parent shall use its reasonable best efforts to cause the Information Statement to be mailed to the Limited Partners as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each of the parties shall cooperate and consult with each other in connection with the preparation and filing of the Registration Statement and the Information Statement, as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a party or its AffiliatesAgreement, as may be required to be set forth therein, asby applicable under applicable Law. No filing of, or amendment or supplement to, the Registration Statement or the Information Statement will be made by a party without providing the other parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent,law or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to, the Registration Statement or the Information Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extentCOVID-19 Measures required by applicable Laws, disseminatedlaw and any action taken, or omitted to the Limited Partners. The parties shall notify each other promptly of the receipt of any comments, written or oral, from the SEC or the staff of the SEC and of any requestbe taken, by the SECCompany or the staff of the SEC for amendmentsits Subsidiaries pursuant thereto or supplements to the Information Statement or the Registration Statement or for additional information, and each party shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Information Statement or the Registration Statement or the transactions contemplated by this Agreement and (ii) all orders of the SEC relating to the Registration Statement.

(b) The General Partner shall distribute to the Limited Partners the Information Statement as promptly as practicable after the Registration Statement is declared effective under the Securities Act.

Section 6.2 Conduct of Business.

(a) Except (i) as permitted by this Agreement, (ii) as set forth in Section 6.2(a)5.1 of the PartnershipCompany Disclosure Schedule, (iii) as requiredSchedules, the Company and its Subsidiaries shall use all reasonable best efforts to conduct their business (x) in the ordinary course of

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business consistent with past practice; provided, that this Section 5.1(x) shall not prohibit the Company and its Subsidiaries from taking commercially reasonable (taking into account the reasonableness perspective of each of Parent and the Company) actions outside of the ordinary course or not consistent with past practice in response to external unforeseen events, changes or developments of the type set forth in clauses (A)-(D), or clause (G) of the definition of Company Material Adverse Effect in a manner consistent with those generally undertaken by applicable Laws, (iv) as providedbusinesses similarly situated to the Company and (y) in any Partnership Material Contract in effect asa manner not involving the entry by the Company or its Subsidiaries into businesses that are materially different from the businesses of the Company and its Subsidiaries on the date of this Agreement, (includingand shall use their commercially reasonable efforts to preserve intact their business organizations and material relationships with third parties. For the Partnership Agreement)purposes of this Agreement, “COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester, safety or (v) as consentedsimilar laws, directives, restrictions, guidelines, responses, or recommendations of, or promulgated by, any governmental agency, including the Centers for Disease Control and Prevention and the World Health Organization, or other reasonable actions taken, in each case, in connection with or in response to in writing byCOVID-19. For the purposes of this Agreement, “COVID-19” means SARS-CoV-2 or COVID-19, and any evolution or variant thereof or any related or associated epidemic, pandemic, or disease outbreak. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which(such consent shall not to be unreasonably withheld, delayedconditioned or conditioned)delayed), duringas expressly permitted or required by this Agreement, as may be required by applicable law or any COVID-19 Measures required by applicable law and any action taken, or omitted to be taken, by the periodCompany or its Subsidiaries pursuant thereto or as set forth in Section 5.1 of the Company Disclosure Schedules, from the date of this Agreement until the Effective Time, eachTime:

(a)    the Company will not (i) adopt or propose any change in its certificate of the Partnership and the General Partner shall, and shall cause each of their respective Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice; provided, that this Section 6.2(a)(iv)(A) shall not prohibit the Partnership and its Subsidiaries from taking commercially reasonable actions outside of the ordinary course of businessincorporation or not consistent with past practice in response to (x) changesby-laws or developments resulting or arising from the COVID-19 pandemic or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent

company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any, (C) use commercially reasonable efforts to keep in full force and effect all material Partnership Permits and all material insurance policies maintained by the Partnership and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Partnership Material Contracts. Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 6.2(a) of the Partnership Disclosure Schedule, (iii) as required by applicable Laws, (iv) as provided in any Partnership Material Contract in effect as of the date of this Agreement (including the Partnership Agreement) or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, the Partnership and the General Partner shall not, and shall not permit any of their respective Subsidiaries to:

(i) amend the Organizational Documents (whether by merger, consolidation, conversion or otherwise) of such entity in any manner that would reasonably be expected to prevent or in any material respect hinder, impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the Merger or the other transactions contemplated by this Agreement;

(ii) declare, authorize, set aside or pay any distribution payable in cash, equity or property in respect of the Common Units, other than regular quarterly cash distributions on the Common Units not to exceed $0.1875 per Common Unit;

(iii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any equity securities of the Partnership or any of its Subsidiaries to adopt or securities convertiblepropose any change in such Subsidiary’s certificate of incorporation or exchangeable into or exercisable forby-laws;

(b)    the Company will not, and will not permit any equity securities, or any options, warrants or other rights of any kind to acquire any equity securities or such convertible or exchangeable securities or interests other than issuances of Common Units upon vesting or settlement of Partnership LTIP Awards that are outstanding on the date of this Agreement or otherwise granted in compliance with this Agreement;

(iv) make any capital expenditure or capital expenditures (which shall include, any investments by contribution to capital, property transfers, purchase of securities or otherwise), except as set forth in the Partnership’s budgeted capital expenditure plan asSubsidiary of the date hereof or as may be reasonably requiredCompany to, conduct emergency operations, repairs or replacements on any well, pipeline, or other facility;

(v) make any acquisition or disposition, directly or indirectly (including by merger, consolidation, acquisition of assets, tender or exchange offer or otherwise), of any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof or any property or assets of any other Person, other than immaterial acquisitions or dispositions in the ordinary course of business;

(vi) make any loans or advances to any Person (other than (x) to its employees in the ordinary course of business consistent with past practice, (y) loans and advances to the Partnership or any of its Subsidiaries and (z) trade credit granted in the ordinary course of business consistent with past practice);

(vii) incur, refinance or assume, or prepay or repurchase, any indebtedness for borrowed money or guarantee any such indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Partnership or any of its Subsidiaries, other than (w) borrowings under the Partnership Revolving Credit Facility, (x) borrowings from the Partnership or any of its Subsidiaries by the Partnership or any of its Subsidiaries, (y) repayments of borrowings from the Partnership or any of its Subsidiaries by the Partnership or any of its Subsidiaries and guarantees by the Partnership or any of its Subsidiaries of indebtedness of the Partnership or any of its Subsidiaries and (z) repayments or repurchases required pursuant to the terms of such indebtedness for borrowed money or debt securities;

(viii) split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any other similar transaction with respect to any of such entity’s capital stock or other equity interests;

(ix) adopt a plan or agreement of complete or partial liquidation, dissolution, ormerger, consolidation, restructuring, or a plan or agreement of reorganization under any bankruptcy or similar Law;

(x) waive, release, assign, settle or compromise any Proceeding, including any state or federal regulatory Proceeding seeking damages or injunctionrecapitalization or other equitable relief,reorganization of the Company or any of its Subsidiaries;

(c)    the Company will not, and will not permit any Subsidiary of the Company to, issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class or series of the Company or its Subsidiaries other than (i) issuances of Company Common Stock pursuant to the exercise or settlement (as applicable) of Company SARs, Company RSU Awards, Company PSU Awards or Company Director RSU Awards that are outstanding on the date of this Agreement and reflected in Section 3.5, or (ii) pledges or encumbrances with respect to Subsidiaries of the Company pursuant to the Company Credit Agreement;

(d)    the Company will not, and will not permit any Subsidiary of the Company to, (i) split, combine, subdivide or reclassify its outstanding shares of capital stock, or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock other than (A) regular quarterly cash dividends or distributions payable by the Company to shareholders of the Company consistent with past practice, which waiver, release, assignment,will not exceed $0.40 per share of Company Common Stock per fiscal quarter, or (B) dividends paid by any Subsidiary of the Company to the Company or any wholly-owned Subsidiary of the Company; provided, however, that the Company shall not declare, set aside or pay any dividend except in accordance with Section 7.11;

(e)    the Company will not, and will not permit any Subsidiary of the Company to, redeem, purchase or otherwise acquire directly or indirectly any of the Company’s or any Subsidiary’s capital stock, except for repurchases, redemptions or acquisitions (i) required by the terms of its capital stock or any securities outstanding on the date of this Agreement or (ii) required by or in connection with the respective terms, as of the date of this Agreement, of any Company Benefit Plan or any dividend reinvestment plan as in effect on the date

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of this Agreement in the ordinary course of the operations of such plan consistent with past practice and only to the extent consistent with Section 7.4, (iii) with respect to the exercise, vesting or settlement of Company SARs, Company RSU Awards, Company PSU Awards or compromise would reasonably be expectedCompany Director RSU Awards outstanding as of the date of this Agreement and reflected in Section 3.5 or (iv) involving only wholly-owned Subsidiaries of the Company;

(f)    the Company will not amend the terms (including the terms relating to resultaccelerating the vesting or lapse of repurchase rights or obligations) of any outstanding Company SAR, Company RSU Award, Company PSU Award or Company Director RSU Award (which, it is understood, will not limit the administration of the relevant plans governing such awards in a Partnership Material Adverse Effect;accordance with past practices and interpretations of the Company’s Board of Directors and the Company’s Compensation Committee to the extent consistent with Section 7.4);

(xi) (t) change its(g)    the Company will not, and will not permit any Subsidiary of the Company to, make or authorize any capital expenditures except in amounts that are not in excess of, (i) during fiscal year 2023, 110% of the individual line items of the aggregate budgeted amount indicated in the capital budget for the fiscal year 2023 set forth in Section 5.1(g) of the Company Disclosure Schedules (the “Capital Budget”), and (ii) during fiscal year 2024, 110% of the individual line items of the aggregate budgeted amount indicated for fiscal year 2024 set forth in the Capital Budget;

(h)    the Company will not, and will not permit any Subsidiary of the Company to, (1) increase the compensation or benefits of any director, individual independent contractor, officer or employee, except for normal increases in the ordinary course of business consistent with past practice or as required under applicable law or any material methodCompany Benefit Plan existing on the date of Tax accounting, (u) make,this Agreement, (2) (i) enter into, (ii) adopt, or (iii) extend or renew (or waive or amend any performance or vesting criteria or accelerate funding under) any employment, change or revoke any material Tax election (including any entity classification election under Treasury Regulations Section 301.7701-3), (v) settle or compromise any liability for Taxes or any audit, examinationin control, severance, bonus, profit sharing, retirement, restricted stock, stock option, deferred compensation or other legal Proceeding in respect of a material amount of Taxes, (w) file any material amended Tax Return, (x) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnitydirector, consultant, executive or employee benefit plan, policy, agreement or closing agreement relating to any material Tax, (y) surrender any right to claim a material Tax refund or (z) consent to any extension of waiver of the statute of limitations period applicable to any material Tax claim or assessment;

(xii) make any material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by a change in GAAP or applicable Law;

(xiii) engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of the Partnership for any calendar quarter since its formation and prior to the Effective Time to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code;

(xiv)arrangement except as required by applicable Lawlaw or the terms of an agreement or arrangement existing on the date of this Agreement, (3) enter into any Partnership Benefit Plancollective bargaining agreement or other agreement with any labor organization, works council, trade union, labor association or other employee representative, (4) take any action to accelerate the vesting, payment or funding of any compensation or benefits to any current or former employee or any directors, individual independent contractors or officers, (5) implement any facility closings or employee layoffs or reductions in force that would trigger the notice requirements under the Worker Adjustment and Retraining Notification Act and any similar state or local law (collectively, the “WARN Act”) or (6) terminate the employment of any employee with a title of director, vice president or above, other than a termination of employment for “cause”, or hire any employee with a title of director, vice president or above (unless required to replace any employee who has terminated his or her employment voluntarily or whose employment has terminated as permitted herein);

(i)    the Company will not, and will not permit any of its Subsidiaries to, acquire (for cash or other assets) or agree to acquire (i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets of, or by purchasing all or a substantial equity or voting interest in, or by any other manner, any business or Person or division thereof or (ii) any other assets (including E&P Assets), except that, in the case of this clause (ii), the Company and its Subsidiaries shall be permitted to acquire (x) E&P Assets in accordance with Section 5.1(i) of the Company Disclosure Schedules in the ordinary course of business consistent with past practice (and in no event shall it engage in any such acquisitions in an amount exceeding $15 million in the aggregate) or (y) any non-E&P Assets acquired in the ordinary course of business consistent with past practice. For purposes of this Agreement, the term “E&P Assets” means land and mineral interests or rights therein used for the exploration, development and production of oil and gas and other hydrocarbons;

(j)    except as expressly permitted by Section 7.1, the Company will not, and will not permit any of its Subsidiaries to, sell, lease, license, encumber (including by the grant of any option thereon) or otherwise dispose of any material assets or material property (which shall include any sale of any capital stock of any Subsidiary of the Company), except (i) pursuant to existing contracts or commitments, (ii) in the ordinary course of business consistent with past practice or (iii) any such disposals in an amount not exceeding $15 million in the aggregate;

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(k)    the Company will not, and will not permit any of its Subsidiaries to, incur any indebtedness for borrowed money, guarantee or assume any such indebtedness of another Person, issue or sell warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, enter into any “keep well” or other agreement to maintain any financial condition of another Person, or enter into any arrangement having the economic effect of any of the foregoing (other than (i) any such indebtedness among any Person and its wholly-owned Subsidiaries, among any Person’s wholly-owned Subsidiaries, and guarantees thereof, (ii) additional borrowings under that certain Fifth Amended and Restated Credit Agreement, dated as of November 2, 2021, among the Company, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A. as administrative agent (as amended or modified from time to time, the “Company Credit Agreement”) or other existing credit facilities of the Subsidiaries of the Company, in each case, in accordance with the terms thereof as in effect on the date of this Agreement or, in each case, as amended, modified or supplemented in compliance with the terms of this Agreement, (iii) any such indebtedness incurred to replace, renew, extend, refinance or refund any indebtedness of the Company or any of its Subsidiaries, or (iv) any such other indebtedness or other obligations incurred in the ordinary course of business consistent with past practice, that is not in excess of $10 million, in the aggregate; provided, however, that in the case of each of clauses (ii), (iii) and (iv) such indebtedness either (A) is prepayable or redeemable at the Closing or at any time (subject to customary notice requirements) without premium or penalty (other than customary eurocurrency rate breakage) or (B) does not (x) impose or result in any additional restrictions or limitations in any material respect on the Company or any of its Subsidiaries or, following the Closing, Parent or any of its Subsidiaries, or (y) subject the Company or any of its Subsidiaries or, following the Closing, Parent or any of its Subsidiaries, to any additional covenants or obligations in any material respect (other than the obligations to make payment on such indebtedness), in the case of this clause (B), to which the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, as applicable, is not otherwise subject under the terms of any indebtedness outstanding as of the date of this Agreement);

(l)    the Company will not, and will not permit any of its Subsidiaries to, (i) modify, amend, terminate or waive any material rights under any Material Contract or (ii) enter into any agreement that would constitute a Material Contract if entered into as of the date of this Agreement, other than (x) as otherwise expressly contemplated by this Agreement (w) establish, adopt, materially amendand (y) for purposes of this clause (ii), in the ordinary course of business consistent with past practice (but excluding any Contract of the type set forth in Section 3.21(a)(iii), Section 3.21(a)(v) or modify, commence participationSection 3.21(a)(x)(B));

(m)    the Company will not, and will not permit any of its Subsidiaries to, settle or compromise any claim, demand, lawsuit or state or federal regulatory proceeding (excluding any Tax Proceeding, which shall be governed by Section 5.1(q)), whether now pending or hereafter made or brought, or waive, release or assign any rights or claims, in any such case (i) in an amount in excess of $5 million or terminate (or commit to establish, adopt, materially amend or modify, commence participation in or terminate)(ii) that imposes (x) any material Partnership Benefit Plan (orobligation to be performed by, or (y) material restriction imposed against, the Company or any planof its Subsidiaries following the Closing Date, or (z) in the aggregate of all such cases, in an amount in excess of $15 million; provided, however, that, notwithstanding the foregoing, the Company may not settle or propose to settle or compromise any Transaction Litigation except as expressly permitted by Section 7.13(a);

(n)    except for any such change which is not material or which is required by reason of a concurrent change in GAAP or applicable law, the Company will not, and will not permit any Subsidiary of the Company to, change any method of financial accounting or financial accounting practice (other than any change for Tax purposes) used by it;

(o)    the Company will not, and will not permit any Subsidiary of the Company to, (i) enter into any joint venture, partnership, participation or other similar arrangement or (ii) make any loan, capital contribution or advance to or investment in any other Person (other than the Company or any wholly-owned Subsidiary of the Company in the ordinary course of business consistent with past practice and other than pursuant to capital calls required pursuant to the terms of existing equity investments), in each case of (i) and (ii) that would be a material Partnership Benefit Plan ifto the Company, except for advances for reimbursable employee expenses in the ordinary course of business

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consistent with past practice or advancements of expenses to directors and officers of the Company or any Subsidiary of the Company pursuant to advancement obligations in effect as of the date of this Agreement), (x) materially increase in any mannerhereof under the compensation, severance or benefitsCompany Charter, Company By-Laws, equivalent governing documents of any Subsidiary of the current or former directors, officers, employees, consultants, independent contractors or other service providers of the General Partner, the PartnershipCompany or any of their respective Subsidiaries,indemnification agreement with any such director or enter into or amend any employment, severance, termination, retention or consulting agreement,officer, in each case otheras in effect on the date of this Agreement;

(p)    the Company will not, and will not permit any of its Subsidiaries to, take any action which would limit Parent’s or the Company’s freedom to license, cross-license or otherwise dispose of any material Company Owned Intellectual Property;

(q)    except as required by law, the Company will not, and will not permit any of its Subsidiaries to, (i) make (other than in the ordinary course of business (y) accelerate any material rights or benefits under any Partnership Benefit Plan, or (z) grantconsistent with past practice), revoke or amend any Partnership LTIP Awardsmaterial election relating to Taxes or other equity awards,change any of its Tax accounting methods currently in effect, (ii) settle any Tax Proceeding or (iii) file any amended Tax Return, in each case, if such action is reasonably likely to result in an increase to a Tax liability of the Company and/or its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole;

(r)    except as contemplated by Section 7.1, the Company will not, and will not permit any of its Subsidiaries to, enter into any agreement that limits in any material respect the ordinary courseability of business;the Company or any Subsidiary of the Company, or would (or would reasonably be expected to) limit in any material respect the ability of Parent or any Subsidiary of Parent after the Effective Time, to compete in or conduct any line of business or compete with any Person in any geographic area or during any period;

(xv) agree,(s)    the Company will not, and will not permit any of its Subsidiaries to, enter into, submit an application for or pursue any new Comprehensive Area Plan under the laws of the State of Colorado; provided, that for the purposes of this Agreement, “Comprehensive Area Plan” means any “Comprehensive Area Plan” as described in writing or otherwise,Colorado Oil and Gas Conservation Commission Rule 314;

(t)    the Company will not, and will not permit any of its Subsidiaries to, take any of the foregoing actions, or take any action or agree, in writing or otherwise, to take any action, including proposing or undertaking any merger, consolidation, acquisition or disposition, in each case, that would reasonably be expected to prohibit, prevent, materially delay, materially interfere with or in any material respect hinder,materially impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the Merger and the Transactions;

(u)    the Company will not, and will not permit any of its Subsidiaries to, enter into any new derivatives or hedging instruments of any kind; provided, that, the other transactions contemplatedforegoing restriction shall not limit the Company’s or such Subsidiaries’ ability to enter into new commodity hedges if required by the terms and conditions of the Company Credit Agreement;

(v)    the Company will not, and will not permit any of its Subsidiaries to, incur any third party capital commitment in respect of any non-consented AFEs in excess of $5 million; and

(w)    the Company will not, and will not permit any of its Subsidiaries to, agree or commit to do any of the foregoing.

Notwithstanding the foregoing, the obligations of the Company and its Subsidiaries under this Agreement.Section 5.1 to take an action or not to take an action shall not apply to the marketing and sale of Hydrocarbons in the ordinary course of business consistent with past practice.

(b)Section 5.2    Company Stockholder Meeting; Proxy Material.

(a)    Except (i) as permitted by Section 5.2(b) below, the Board of Directors of the Company shall recommend adoption of this Agreement (ii) as required by applicable Laws, (iii) as providedthe Company’s stockholders, and unless permitted by Section 5.2(b), neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Parent, Material Contractthe approval of this

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Agreement, the Merger or the Company Recommendation (as defined in effectSection 5.2(f) below) (any of the foregoing, a “Change in the Company Recommendation”), or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal. For purposes of this Agreement, a Change in the Company Recommendation shall include (x) any approval or recommendation (or public proposal to approve or recommend) of an Acquisition Proposal by the Board of Directors of the Company or any committee thereof, or (y) any failure by the Company to include the Company Recommendation in the Company Proxy Statement.

(b)    

(i)    The Board of Directors of the Company shall be permitted, in response to a Superior Proposal received after the date of this Agreement and not resulting from a breach of Section 5.2(a), this Section 5.2(b) or Section 7.8, to not make the Company Recommendation, or to withdraw or modify in a manner adverse to Parent the Company Recommendation, or to cause the Company to terminate this Agreement pursuant to Section 9.1(f), in each case, only if and to the extent that all of the following conditions are met: (A) the Company Stockholder Approval has not been obtained; (B) the Board of Directors of the Company determines in good faith, after consulting with outside legal counsel, that making the Company Recommendation or failing to take such action would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties under applicable law; (C) before taking any such action, the Company promptly gives Parent written notice advising Parent of the decision of the Board of Directors of the Company to take such action (a “Superior Proposal Notice”), including the reasons therefor and specifying the material terms and conditions of the applicable Acquisition Proposal and the identity of the Person making such Acquisition Proposal (and the Company will also promptly give Parent such a notice with respect to any subsequent change in such proposal) and the Company has given Parent at least four (4) Business Days (as modified, extended or continued by this Section 5.2(b)(i), the “Superior Proposal Match Period”) after delivery of such notice to propose revisions to the terms of this Agreement (or to make another proposal) in response to such Acquisition Proposal and during such period has made its representatives reasonably available to negotiate with Parent (to the extent Parent wishes to negotiate) with respect to such proposed revisions or other proposal, if any (it being understood and agreed that any amendment or modification (other than immaterial amendments or modifications) of such Acquisition Proposal shall require a new notice period with a new Superior Proposal Match Period of three (3) Business Days); and (D) the Board of Directors of the Company determines in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined in Section 7.8(b)) at the end of such Superior Proposal Match Period after consultation with, and taking into account the advice of, a financial advisor of nationally recognized reputation and outside legal counsel, as well as any revisions to the terms of the Merger or this Agreement proposed by Parent in a manner that would form a binding contract if accepted by the Company after being notified pursuant to this Section 5.2(b)(i).

(ii)    The Board of Directors of the Company shall be permitted, in response to an Intervening Event occurring after the date of this Agreement, to not make the Company Recommendation or to withdraw or modify in a manner adverse to Parent the Company Recommendation, only if and to the extent that all of the following conditions are met: (A) the Company Stockholder Approval has not been obtained; (B) the Board of Directors of the Company determines in good faith, as a result of the Intervening Event, after consulting with outside legal counsel, that making the Company Recommendation or failing to so withdraw or modify the Company Recommendation would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to stockholders under applicable law; (C) before taking any such action, the Company promptly gives Parent written notice advising Parent of the decision of the Board of Directors of the Company to take such action (an “Intervening Event Notice”), which notice will describe the Intervening Event in reasonable detail, and the Company has given Parent at least five (5) Business Days (as modified, extended or continued by this Section 5.2(b)(ii), the “Intervening Event Match Period”) after delivery of such notice to propose revisions to the terms of this Agreement (or to make another proposal) in response to such Intervening Event and during such period has made its representatives reasonably available to negotiate with Parent (to the extent Parent wishes to negotiate) with respect to such proposed revisions or other proposal, if any (it being understood and agreed that any change in fact (other than an immaterial change) relating to such Intervening Event shall require a new notice

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period with a new Intervening Event Match Period of three (3) Business Days); and (D) Parent does not make, within the Intervening Event Match Period, a proposal in a manner that would form a binding contract if accepted by the Company that the Board of Directors of the Company determines in good faith after consultation with, and taking into account the advice of, a financial advisor of nationally recognized reputation and outside legal counsel, would obviate the need to not make or withdraw or modify the Company Recommendation. For purposes of this Agreement, “Intervening Event” means any event, development or change in circumstances that was not known to the Company’s Board of Directors, or the consequences of which were not reasonably foreseeable as of the date of this Agreement, which event, change or (iv)development becomes known to the Company’s Board of Directors prior to obtaining the Company Stockholder Approval; provided that in no event shall the following events, changes or developments constitute an Intervening Event: (A) the receipt, existence or terms of an Acquisition Proposal or any matter relating thereto or consequence thereof or (B) any change in the price or trading volume of the Company Common Stock, the Parent Common Stock or any other securities of the Company, Parent or any of their respective Subsidiaries (provided that the underlying causes of such changes may constitute, or be taken into account in determining whether there has been, an Intervening Event).

(iii)    Except as consentedpermitted under Section 7.8, notwithstanding (x) any Change in the Company Recommendation, or (y) the making of any Acquisition Proposal, until the termination of this Agreement (A) in no event shall the Company or any of its Subsidiaries (1) enter into, or approve or recommend, or, except as set forth in Section 5.2(b), propose to approve or recommend, any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other agreement constituting or relating to an Acquisition Proposal, (2) except as required by applicable law or Section 7.5, make, facilitate or provide information in connection with any SEC or other regulatory filings in connection with the transactions contemplated by any Acquisition Proposal or (3) seek any third-party consents in connection with any transactions contemplated by any Acquisition Proposal and (B) the Company shall otherwise remain subject to the terms of this Agreement; provided, however, for the avoidance of doubt, without limiting the Company’s right to terminate this Agreement in the circumstances set forth in Section 9.1, a Change in the Company Recommendation shall not limit the Company’s obligation to submit this Agreement to the stockholders of the Company for the purpose of obtaining the Company Stockholder Approval at the Company Stockholder Meeting.

(c)    As promptly as practicable following the date of this Agreement, and in any event no later than thirty (30) days after the date of this Agreement, Parent and the Company shall prepare, and Parent shall file with the SEC, the Form S-4, in which the Company Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act, and for the Company Proxy Statement to be cleared by the SEC and its staff under the Exchange Act, in each case, as promptly as practicable after such filing. Parent shall promptly comply with all reasonable requests from the Company for information regarding Parent or Merger Subsidiary and required by applicable law for inclusion in the Company Proxy Statement and the Company shall promptly comply with all reasonable requests from Parent for information regarding the Company and its Subsidiaries and required by applicable law for inclusion in the Form S-4. Neither the Company (with respect to the Company Proxy Statement) nor Parent (with respect to the Form S-4) will file such documents with the SEC without first providing the other party and its counsel a reasonable opportunity to review and comment thereon, and the filing party will (i) include the reasonable additions, deletions or changes suggested by the other party or its counsel to the extent relating to such party or their respective affiliates and (ii) consider in good faith all other such reasonable additions, deletions or changes suggested by the other party or its counsel in connection therewith. Each of Parent and the Company shall use all reasonable efforts to have the Company Proxy Statement and the Form S-4 cleared by the SEC and its staff as promptly as practicable after such initial filing. Without limiting any other provision herein, the Form S-4 and the Company Proxy Statement will contain such information and disclosure reasonably requested by either Parent or the Company so that the Form S-4 conforms in form and substance to the requirements of the Securities Act and the Company Proxy Statement conforms in form and substance to the requirements of the Exchange Act. The Company shall use its reasonable best efforts to, in writingconsultation with Parent, (i) set a record date for the Company Stockholder Meeting, which record date shall be prior to the effectiveness of the Form S-4, (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in

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respect thereof at least twenty (20) Business Days prior thereto (or such shorter period as the SEC or its staff confirms is acceptable), and (iii) thereafter cause the Company Proxy Statement to be mailed to holders of Company Common Stock as promptly as reasonably practicable after the Form S-4 is declared effective and, in any event, within five (5) Business Days of the earlier occurrence of either (A) (x) the date that is ten (10) days after the filing of the Form S-4 if the SEC does not indicate it will be providing comments or (y) such earlier date as Parent or the Company receives confirmation that the SEC will not provide comments or indicates that it does not plan to provide comments to the filing of the Form S-4, or (B) within five (5) Business Days after the SEC confirms that it has no further comments on the Form S-4 (the “Form S-4 Clearance Date”).

(d)    If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its Subsidiaries, or with respect to information supplied by Company for inclusion in the Form S-4 or the Company Proxy Statement, or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Company Proxy Statement, in either case, which event is required to be described in an amendment of or a supplement to the Form S-4 or the Company Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company.

(e)    Each of the Company and Parent shall (i) promptly (and in any case, no less than twenty-four (24) hours after a director or senior executive officer of such party becomes aware) notify the other of the receipt of any comments from the SEC or its staff or any other applicable government official and of any requests by the Partnership (whichSEC or its staff or any other applicable government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and (ii) promptly (and in any case, no less than twenty-four (24) hours after a director or senior executive officer of such party becomes aware) supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other applicable government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC or its staff with respect to the Form S-4 and the Company Proxy Statement as promptly as reasonably practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Company Proxy Statement as expeditiously as practicable, and each of them shall provide promptly to the other party any information that such party may obtain that could necessitate an amendment or supplement to any such document.

(f)    The Company shall, within forty (40) days from the Form S-4 Clearance Date (or, if the Company’s nationally recognized proxy solicitation firm advises forty (40) days from the Form S-4 Clearance Date is insufficient time to submit and obtain the Company Stockholder Approval, such later date to which Parent consents (such consent not to be unreasonably withheld, conditioned or delayed)), duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) for the purpose of obtaining the Company Stockholder Approval, and the Board of Directors of the Company shall recommend to the Company’s stockholders the adoption of this Agreement (the “Company Recommendation”) and shall include such recommendation in the Company Proxy Statement; provided, however, that the Board of Directors of the Company may fail to make such Company Recommendation or make a Change in the Company Recommendation if permitted by, and in accordance with, Section 5.2(b). Without limiting the generality of the foregoing, but subject to Section 5.2(b) and the Company’s rights to terminate this Agreement under the circumstances set forth in Section 9.1, the Company agrees that its obligations pursuant to the first sentence of this Section 5.2(f) or its other obligations under this Section 5.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or its stockholders or representatives of any Acquisition Proposal. The Company shall use its reasonable best efforts to hold the Company Stockholder Meeting as soon as reasonably practicable after the Form S-4 becomes effective and (subject to any Change in the Company Recommendation permitted by, and in accordance with, Section 5.2(b)) to obtain the Company Stockholder Approval. The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, delayedconditioned or conditioned)delayed), duringadjourn, postpone or otherwise delay the Company

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Stockholder Meeting; provided that the Company may, notwithstanding the foregoing, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting (A) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (1) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (2) distribute any supplement or amendment to the Company Proxy Statement the distribution of which the Board of Directors of the Company has determined in good faith to be necessary under applicable law after consultation with, and taking into account the advice of, outside legal counsel or (B) for an absence of a quorum, and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable. Notwithstanding the foregoing, (x) the Company may not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), postpone the Company Stockholder Meeting more than a total of three (3) times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement or adjournment pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding ten (10) Business Days and in no event may the Company postpone the Company Stockholder Meeting without the written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) if doing so would require the setting of a new record date and (y) if the Company Stockholder Meeting is postponed, the Company shall reconvene the Company Stockholder Meeting at the earliest practicable date on which the Board of Directors reasonably expects to have sufficient affirmative votes to obtain the Company Stockholder Approval. Without the prior written consent of Parent, the matters contemplated by the Company Stockholder Approval shall be the only matters (other than matters of procedure and matters required by applicable law to be voted on by the Company’s stockholders in connection therewith) that the Company shall propose to be voted on by the stockholders of the Company at the Company Stockholder Meeting. The Company shall otherwise coordinate and cooperate with Parent with respect to the timing of the Company Stockholder Meeting and will otherwise comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall provide updates to Parent with respect to the proxy solicitation for the Company Stockholders Meeting (including interim results) as reasonably requested by Parent.

Section 5.3    Resignation of Company Directors. In order to fulfill the requirements of Section 1.3, the Company shall (a) use reasonable best efforts cause each director of the Company to deliver a written resignation to the Company effective at the Effective Time and (b) cause the vacancies resulting from such resignations to be filled by Persons who are directors of Merger Subsidiary immediately prior to the Effective Time.

Section 5.4    Other Actions. Subject to and in accordance with the provisions of Article VII, the Company and Parent shall cooperate with each other to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein.

ARTICLE VI

COVENANTS OF PARENT

Parent agrees that:

Section 6.1    Conduct of Parent. From the date of this Agreement until the Effective Time, except with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), as expressly permitted or required by this Agreement, as may be required by applicable law or as set forth in Section 6.1 of the Parent Disclosure Schedules, Parent and its Subsidiaries shall and shall cause Holdings and Merger Sub to, (A) conduct itstheir business in a manner not involving the ordinary courseentry by Parent or its Subsidiaries into lines of business consistent with past practice; provided,businesses that this Section 6.2(b)(iv)(A) shall not prohibit Parent from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (x) changes or developments resulting or arisingare materially different from the COVID-19 pandemic or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to Parent to take commercially reasonable actions outsidelines of the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts

to maintain and preserve intact its business organization and the goodwill of those having business relationship with it and retain the services of its present officers and key employees, (C) use commercially reasonable efforts to keep in full force and effect all material Permitsbusinesses of Parent and all material insurance policies maintained byits Subsidiaries on the Parent, other than changes to such policies made in the ordinary coursedate of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all Parent Material Contracts.this Agreement. Without limiting the generality of the foregoing, except (i)with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), as expressly permitted or required by this Agreement, (ii) as may be

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required by applicable Laws, (iii)law, or as providedset forth in any Parent Material Contract in effect asSection 6.1 of the date of this Agreement or (iv) as consented to in writing by the Partnership (which consent shall not be unreasonably withheld, delayed or conditioned), during the periodParent Disclosure Schedules, from the date of this Agreement until the Effective Time, Parent shall not, andnor shall notParent permit Holdings or Merger Sub to:

(i) amend Parent’s Organizational Documents (whether by merger, consolidation, conversion or otherwise) in any manner that would reasonably be expected to (a) prevent or in any material respect hinder, impede or delay the ability of the parties to satisfy any of its Subsidiaries to:

(a)    adopt or propose any change in the conditions tocertificate of incorporation or the consummationby-laws of the Merger or the other transactions contemplated by this Agreement or (b) adversely affect the terms of the Parent Common Stock in any material respect;Parent;

(ii) merge, consolidate or enter into any other business combination transaction or agreement with any Person in which such other Person is the surviving entity;

(iii)(b)    adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or restructuring of Parent or a plan or agreement ofother reorganization of Parent;

(c)    (i) split, combine, subdivide or reclassify Parent’s outstanding shares of capital stock, or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to Parent’s capital stock other than regular quarterly cash dividends payable by Parent underconsistent with past practice, and in any bankruptcycase not including any special dividend; provided, however, that Parent shall not declare, set aside or similar Law;pay any dividend except in accordance with Section 7.11;

(iv)(d)    acquire (or agree to acquire) any assets or property located in writingthe DJ Basin, or otherwise,any securities of any person owning or operating any assets or properties in the DJ Basin, if, individually or in the aggregate, such acquisition or acquisitions would reasonably be expected to takeprevent, materially impede, materially interfere with or materially delay the consummation of the Merger and the Transactions; provided, that for the purposes of this Agreement, “DJ Basin” means the lands within the following counties in the State of Colorado: Adams, Arapahoe, Boulder, Broomfield, Denver, Douglas, Elbert, El Paso, Jefferson, Larimer, Morgan and Weld; or

(e)    agree or commit to do any of the foregoing actions.foregoing.

Section 6.2    Obligations of Merger Subsidiary. Parent will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

Section 6.3    ReasonableDirector and Officer Liability.

(a)    Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time and until the six (6) year anniversary of the Effective Time, Parent shall cause the Surviving Corporation and each of its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“IndemnifiedLiabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out

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of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnified.

(b)    Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the organizational documents of the Surviving Corporation or its Subsidiaries in any manner that would adversely affect the rights thereunder of any Indemnified Person to indemnification, exculpation or expense advancement, except to the extent required by applicable law. Parent shall cause the Surviving Corporation and its Subsidiaries to fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of such Subsidiaries and any of its or their directors, officers or employees existing immediately prior to the Effective Time.

(c)    To the fullest extent permitted under applicable law, Parent shall cause the Surviving Corporation and each of its Subsidiaries to indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in this Section 6.3, relating to the enforcement of such Indemnified Person’s rights under this Section 6.3; provided, that, any such Indemnified Person shall only be entitled to the rights of advancement provided in this Section 6.3(c) after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnified.

(d)    Parent shall cause the Surviving Corporation to put in place, and Parent shall fully prepay no later than immediately prior to the Closing, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time placed with insurance companies having the same or better AM Best EffortsFinancial rating as the Company’s current directors’ and officers’ liability insurance companies with terms and conditions providing retentions, limits and other material terms no less favorable than the current directors’ and officers’ liability insurance policies maintained by the Company with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided, however, that Parent may elect in its sole discretion, but shall not be required, to spend more than the amount set forth on Section 6.3 of the Company Disclosure Schedule (the “Cap Amount”) for the six (6) years of coverage under such “tail” policy; provided, further, that if the cost of such insurance exceeds the Cap Amount, and Parent elects not to spend more than the Cap Amount for such purpose, then Parent shall purchase as much coverage as is reasonably available for the Cap Amount.

(e)    In the event that Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.3. Parent and the Surviving Corporation shall not sell, transfer, distribute or otherwise dispose of any of their assets or the assets of any Subsidiary (whether by merger, consolidation, operation of law or otherwise) in a manner that would reasonably be expected to render Parent or Surviving Corporation unable to satisfy their obligations under this Section 6.3. The provisions of this

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Section 6.3 are intended to be for the benefit of, and shall be enforceable by, the parties and any and all Persons entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.3, and their heirs and representatives.

Section 6.4    Form S-4. Subject to the terms and conditions of this Agreement, Parent Holdingsshall prepare and Merger Sub, on the one hand, and the Partnership and the General Partner, on the other hand, shall cooperatefile with the other and use and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and the General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby.

Section 6.4 Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Partnership. Thereafter, neither Parent nor the Partnership shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated by this Agreement without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Laws or by any applicable listing agreement with the NYSE or NASDAQ, as applicable, as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party);

provided, however, that each party and their respective Affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or the Partnership in compliance with this Section 6.4.

Section 6.5 Access to Information. Upon reasonable advance notice and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the other party and its Representatives, reasonable access during normal business hours (and, with respect to books and records, the right to copy) to all of its and such Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, in each case for integration and operational planning related to the transactions contemplated by this Agreement; provided, that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, from the date of this Agreement until the Effective Time, Parent and the Partnership shall furnish promptly to one another (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant toSEC under the Securities Act the Exchange ActForm S-4, and the rules of any Governmental Authority thereunder), as applicable (other than documents that such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the furnishing party), and (ii) all information concerning Parent’s or the Partnership’s business, properties and personnel as the other party may reasonably request, including all information relating to environmental matters, for the purpose of completing the other party’s due diligence. Notwithstanding the foregoing, no party shall have an obligation to provide access to any information the disclosure of which the other party has concluded may jeopardize any privilege available to such party or any of its Affiliates relating to such information or would be in violation of a confidentiality obligation binding on such party or any of its Affiliates.

Section 6.6 Indemnification and Insurance.

(a) From and after the Effective Time, to the fullest extent permitted under applicable Laws, Parent shall, and shall cause the Surviving Entity to, (i) indemnify and hold harmless each Indemnified Person against any reasonable costs or expenses (including reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding, including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Person), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any actual or threatened Proceeding, and, upon receipt by Parent of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified, provide advancement of expenses with respect to each of the foregoing to, all Indemnified Persons and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the General Partner immediately prior to the Effective Time, and ensure that the Organizational Documents of the Partnership and the General Partner or any of their respective successors or assigns, if applicable, shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of the Partnership and the General Partner than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.6(a) shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Person as provided herein, and shall

be enforceable by such Indemnified Person and their respective heirs and Representatives against Parent, the Partnership and the General Partner and their respective successors and assigns.

(b) The Surviving Entity, or Parent on behalf of the Surviving Entity, shall maintain in effect for a period of six years following the Effective Time the Partnership’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to Indemnified Persons (provided, that the Surviving Entity, or Parent on behalf of the Surviving Entity, may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions that are no less favorable to the Indemnified Persons); provided, however, that in no event shall the Surviving Entity or Parent, as applicable, be required to expend pursuant to this Section 6.6(b) more than an amount per year equal to 300% of current annual premiums paid by the Partnership for such insurance (the “Maximum Amount”). In the event that, but for the proviso to the immediately preceding sentence, the Surviving Entity would be required to expend more than the Maximum Amount, the Surviving Entity, or Parent on behalf of the Surviving Entity, shall obtain the maximum amount of such insurance as is available for the Maximum Amount. If the Partnership or Parent, in its sole discretion elects, then, in lieu of the obligations of the Surviving Entity under this Section 6.6(b), the Partnership or Parent may (but shall be under no obligation to), prior to the Effective Time, purchase a prepaid “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Persons in their capacity as such; provided, that in no event shall the cost of such policy exceed six times the Maximum Amount.

(c) The rights of any Indemnified Person under this Section 6.6 shall be in addition to any other rights such Indemnified Person may have under the Parent Organizational Documents, the Organizational Documents of each of the Partnership, the General Partner, the Surviving Entity or any Subsidiary of Parent or the Partnership, any indemnification agreements, or the DLLCA or DRULPA. The provisions of this Section 6.6 shall survive the consummation of the transactions contemplated by this Agreement and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and Representatives. If Parent, the Surviving Entity and/or the General Partner, or any of their respective successors or assigns (i) consolidates with or merges into any other Person, or (ii) transfers or conveys all or substantially all of their businesses or assets to any other Person, then, in each such case, to the extent necessary, a proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity and/or the General Partner shall assume the obligations of Parent, the Surviving Entity and the General Partner set forth in this Section 6.6.

Section 6.7 Fees and Expenses. Except as otherwise provided in Section 8.2 and Section 8.3, all fees and expenses incurred in connection with the transactions contemplated by this Agreement including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated by this Agreement, shall be the obligation of the respective party incurring such fees and expenses, except (a) Parent and the Partnership shall each bear and pay one half of the expenses incurred in connection with the filing, printing and mailing of the Registration Statement and the Information Statement and (b) Parent shall pay all costs and fees of the Exchange Agent and all expenses associated with the exchange process.

Section 6.8 Section 16 Matters. Prior to the Effective Time, the Partnership shall take all such steps as may be required (to the extent permitted under applicable Laws) to cause any dispositions of Common Units (including derivative securities with respect to Common Units) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Partnership, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 6.9 Stock Exchange Listing, Delisting and Deregistration.

(a) Parent shall use its reasonable best efforts to cause the Form S-4 to be declared effective by the SEC a sufficient time prior to the Company Stockholder Meeting to allow the Company to mail the Company Proxy Statement to the Company stockholders, as required by the rules and regulations of the SEC, prior to the Company Stockholder Meeting. Parent Sharesshall take any action required to be taken under foreign or state securities or “blue sky” laws in connection with the issuance of Parent Common Stock in connection with the Merger.

Section 6.5    Stock Exchange Listing. Parent shall take all necessary action to cause the shares of Parent Common Stock to be issued in connection with the Merger to be listed on the NYSE, subject to official notice of issuance,issuance.

Section 6.6    Employee Benefits.

(a)    From and after the Effective Time, Parent shall cause the Surviving Corporation to honor in accordance with their terms all benefits and obligations, subject to Section 6.6(b) hereof, under the Company Benefit Plans, each as in effect on the date of this Agreement (or as amended to the extent permitted by Section 5.1), to the extent that entitlements or rights, actual or contingent (whether such entitlements or rights are vested as of the Effective Time or become vested or payable only upon the occurrence of a further event) exist in respect thereof as of the Effective Time. Parent and the Company hereby agree that the consummation of the Merger shall constitute a “Change in Control” for purpose of any employee arrangement and all other Company Benefit Plans, pursuant to the terms of such plans in effect on the date of this Agreement. No provision of this Section 6.6(a) shall be construed as a limitation on the right of Parent to amend or terminate any Company Benefit Plans which the Company would otherwise have under the terms of such Company Benefit Plan, and no provision of this Section 6.6(a) shall be construed to create a right in any employee or beneficiary of such employee under a Company Benefit Plan that such employee or beneficiary would not otherwise have under the terms of such plan.

(b)    For a period of one (1) year following the Effective Time, Parent shall continue to provide to each individual who is employed by the Company or its Subsidiaries as of the Effective Time who remains employed with Parent or any Subsidiary of Parent (“Affected Employees”), for so long as such Affected Employee remains employed by Parent or any Subsidiary of Parent, compensation and employee benefits (i) pursuant to the Company’s or its applicable Subsidiary’s compensation (including, for the avoidance of doubt, equity incentive compensation; provided that Parent may provide cash-based compensation in lieu of the grant date value of equity incentive compensation) and employee benefit plans, programs, policies and arrangements as provided to such Affected Employees immediately prior to the Effective Time or (ii) pursuant to compensation and employee benefit plans, programs, policies or arrangements maintained by Parent or any Subsidiary of Parent providing coverage and benefits, which, in the aggregate, are no less favorable than those provided to employees of Parent in positions comparable to positions held by Affected Employees of Parent and its Subsidiaries from time to time after the Effective Time. PriorNotwithstanding the generality of the foregoing, for a period of one (1) year following the Effective Time, for so long as each Affected Employee remains employed by Parent or any Subsidiary of Parent, such Affected Employee’s base salary or wage rate, as applicable, and short-term cash incentive compensation opportunity shall be, in each case, no less favorable than those provided to the Affected Employee immediately prior to the Effective Time.

(c)    Parent will, or will cause the Surviving Corporation to, give each Affected Employee full credit for purposes of eligibility, vesting and benefit accrual (other than benefit accruals under any defined benefit pension or post-employment or retiree health or welfare plan that, in each case, is not a Company Benefit Plan)

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the Closing,under any employee benefit plans or arrangements maintained by Parent shall submit a supplemental listing applicationor any Subsidiary of Parent for such Affected Employee’s service with the NYSE (the “NYSE Listing Application”)Company or any Subsidiary to the same extent recognized by the Company immediately prior to the Effective Time, except to the extent that such credit would result in a duplication of benefits or compensation for the same period of service.

(d)    Parent will, or will cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to each Affected Employee under any welfare benefit plans that such Affected Employee may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employee and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Affected Employee immediately prior to the Effective Time, and (ii) for the first plan year of eligibility, provide each Affected Employee with credit for any co-payments and deductibles paid prior to the commencement of participation in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Affected Employee is eligible to participate in after the Effective Time. References to “Affected Employee” in this Section 6.6(d) shall also refer to the applicable Affected Employee’s eligible dependents.

(e)    If requested by the Parent Shares in accordancewriting delivered to the Company not less than five (5) Business Days prior to the Closing Date, the Company and each of its Subsidiaries shall adopt resolutions and take all such corporate action as is necessary to terminate each 401(k) plan maintained, sponsored or contributed to by the Company or any of its Subsidiaries (collectively, the “Company 401(k) Plans”), in each case, contingent upon the occurrence of the Closing and effective as of the day immediately prior to the Closing Date, and the Company shall provide Parent with evidence that such Company 401(k) Plans have been properly terminated, with the requirementsform of such termination documents subject to the reasonable approval of Parent. To the extent the Company 401(k) Plans are terminated pursuant to Parent’s request, the Affected Employees shall be eligible to participate in a 401(k) plan maintained by Parent or one of its Subsidiaries immediately following the Closing Date, and such Affected Employees shall be entitled to effect a direct rollover of any eligible rollover distributions (as defined in Section 402(c)(4) of the NYSE.Code), including any outstanding loans, to such 401(k) plan maintained by Parent or its Subsidiaries.

(f)    Nothing contained in this Section 6.6, express or implied, shall (i) be construed to establish, amend, or modify any benefit or compensation plan, program, agreement, contract, policy or arrangement, (ii) limit the ability of Parent or the Company or any of their respective Subsidiaries or affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement, contract, policy or arrangement at any time assumed, established, sponsored or maintained by any of them, except as permitted by the terms of such plan, program, agreement, contract, policy or arrangement, (iii) create any third-party beneficiary rights or obligations in any person (including any employee) or any right to employment or services or continued employment or service or to a particular term or condition of employment or service with Parent or the Company or any of their respective Subsidiaries or affiliates or (iv) limit the right of Parent or the Company (or any of their respective Subsidiaries or affiliates) to terminate the employment or service of any employee or other service provider following the Closing at any time and for any or no reason.

(g)    Following the date of this Agreement, to the extent applicable, the Company shall provide Parent with a list of employees who would be affected by any facility closings or employee layoffs or reductions in force that would trigger the notice requirements under the WARN Act and that would occur between the date of this Agreement and the Closing Date.

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ARTICLE VII

COVENANTS OF PARENT AND THE COMPANY

The parties hereto agree that:

Section 7.1    Reasonable Best Efforts.

(a)    Subject to Section 5.2, Sections 7.1(b) and 7.1(c), the Company and Parent shall each cooperate with the other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain as soon as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. The Company and Parent shall submit the notifications required under the HSR Act relating to the Merger within ten (10) Business Days of the date of this Agreement. Prior to Closing, and subject to applicable laws relating to the exchange of information, the Company and Parent shall each keep the other apprised of the status of matters relating to the completion of the Merger and work cooperatively in connection with obtaining all required approvals or consents of any governmental agency, body, authority or entity in connection with the Merger. The Company and Parent shall have the right to review in advance, and each will consult the other to provide any necessary information with respect to all filings made with, or written materials submitted to, any third party and/or any governmental agency, body, authority or entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent shall each promptly inform the other party, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communication from any governmental agency, body, authority or entity regarding the Merger, and provide the other party with the opportunity to participate in any meeting, teleconference, or videoconference with any governmental agency, body, authority or entity in respect of any filing, investigation or other inquiry in connection with the Transactions; provided that notwithstanding anything to the contrary in this Section 7.1, Parent shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any antitrust, competition or trade regulation law that may be asserted by any governmental agency, body, authority or entity with respect to the Merger (collectively, “Antitrust Laws”) and shall do so in a manner reasonably designed to obtain any such clearance, consents, approvals or waiting period expirations or terminations, as promptly as reasonably practicable and, in any event prior to the End Date; but provided, further, that the foregoing shall not limit in any respect any party’s obligations under this Agreement. If either party receives a request for additional information or documentary material from any governmental agency, body, authority or entity with respect to the Merger, then such party will use its reasonable best efforts to have the NYSE Listing Application approved (subjectmake, or cause to official notice of issuance)be made, as promptly as practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to applicable laws or any request made by any applicable governmental agency, body, authority or entity (including the staff thereof), the Company and Parent shall each furnish to each other copies of all correspondence, filings (other than the notifications required under the HSR Act) and written communications between it and any such governmental agency, body, authority or entity with respect to this Agreement and the Merger, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such governmental agency, body, authority or entity; provided that materials provided pursuant to this Section 7.1(a) may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual obligations, and (z) as necessary to address reasonable privilege or confidentiality concerns.

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(b)    Without limiting Section 7.1(a), Parent and the Company shall, subject to Section 7.1(c), as applicable: (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the End Date (as defined in Section 9.1(b)(i)), including without limitation defending through litigation on the merits (including appeal) any claim asserted in any court by any Person; and (ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Laws so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Parent, the Company and their respective Subsidiaries and (y) otherwise taking or committing to take actions that after the Closing Date would limit Parent or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Parent, the Company and their respective Subsidiaries, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any lawsuit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing. Parent and, if requested by Parent, the Company shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Parent or Parent’s Subsidiaries’ ability to retain, any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries; provided that any such action is conditioned upon the consummation of the Merger. The Company agrees and acknowledges that, notwithstanding anything to the contrary in this Section 7.1, in connection with any filing or submission required, action to be taken or commitment to be made by Parent, the Company or any of their respective Subsidiaries to consummate the Merger or other transactions contemplated by this Agreement, neither the Company nor any of the Company’s Subsidiaries shall, without Parent’s prior written consent, sell, divest, or dispose of any assets, exclusively license any material Company Owned Intellectual Property, commit to any sale, divestiture or disposal of businesses, product lines or assets of the Company and the Company’s Subsidiaries or any exclusive license of material Company Owned Intellectual Property or take any other action or commit to take any action that would limit the Company’s, Parent’s or any of their respective Subsidiaries’ freedom of action with respect to, or their ability to retain any of, their businesses, product lines or assets or material Company Owned Intellectual Property; provided that the foregoing shall not relieve any party of its obligations under this Agreement.

(c)    Notwithstanding anything else contained herein, neither the provisions of this Section 7.1 nor any other provision of this Agreement shall be construed to require Parent or any of Parent’s Subsidiaries to undertake (or to request or authorize the Company or any of the Company’s Subsidiaries to undertake) any efforts or to take any action if such efforts or action would, or would reasonably be expected to, result in a Substantial Detriment. “Substantial Detriment” shall mean any requirement (1) other than as contemplated by clause (2) below (with respect to any division, Subsidiary, interest, business, product line, asset or property of the Company and its Subsidiaries prior to the Closing) and other than as contemplated by the proviso below, to divest or hold separate, or limit the operation of, or agree to any other remedy (including any conduct remedies) with respect to any division, Subsidiary, interest, business, product line, asset or property relating to the operations conducted by respondingParent and its Subsidiaries prior to, commentsat or after, the Effective Time, (2) to divest or hold separate (a “Divestiture Remedy”) any division, Subsidiary, interest, business, product line, asset or property of NYSE)the Company and its Subsidiaries which would, individually or in the aggregate (and after giving effect to any reasonably expected proceeds of any divestiture or sale of assets), result in, or be reasonably likely to result in, a material adverse effect on the financial condition, business, assets or continuing results of operations of the Company and its Subsidiaries, taken as a whole, at or after the Effective Time or (3) to agree to any remedy that is not a Divestiture Remedy with respect to the Company or any division, Subsidiary, interest, product line, asset or property of the Company or any of its Subsidiaries; provided, that, that subject to Section 7.1(c) of the Company Disclosure Schedules, Parent shall, if required by an applicable governmental agency, body, authority or entity, agree to any requirement to provide prior notice to, or to obtain prior approval from, any governmental agency, body, authority or entity to the extent such requirement is immaterial to Parent.

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Section 7.2    Certain Filings. The PartnershipCompany and Parent shall cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any governmental body, agency, authority or official is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Proxy Statement or the Form S-4 and seeking timely to obtain any such actions, consents, approvals or waivers.

Section 7.3    Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish allto the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of February 23, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Section 7.4    Tax Treatment.

(a)    Neither Parent nor the Company shall, nor shall they permit their respective Subsidiaries to, take any action that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, and each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use its reasonable best efforts to cause the Merger to so qualify. Parent and the Company intend to report, and intend to cause their respective Subsidiaries to report, the Merger for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code (the “Reorganization Treatment”); provided that none of Parent, the Company or any Subsidiary of either thereof shall have any liability or obligation to any holder of Company Common Stock should the Merger fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

(b)    Each of Parent and the Company will, upon request by the other, use reasonable best efforts and reasonably cooperate with one another in connection with the issuance to Parent or the Company of an opinion of external counsel relating to the Reorganization Treatment (including if the SEC requires an opinion regarding the Reorganization Treatment to be prepared and submitted in connection with the declaration of effectiveness of the Form S-4, such opinion to be prepared by Wachtell, Lipton, Rosen and Katz (or such other counsel as may be reasonably requestedacceptable to the Company and Parent)). In connection with the foregoing, each of Parent and the Company shall use reasonable best efforts to deliver to the relevant counsel, upon reasonable request therefore, certificates (dated as of the necessary date and signed by an officer of the Company or Parent, as applicable), in form and substance reasonably acceptable to such counsel, containing customary representations reasonably necessary or appropriate for such counsel to render such opinion.

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Section 7.5    Public Announcements. Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (a) any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other party, and (b) a party may, without such consultation, issue a press release or make a public statement that is consistent with prior press releases issued or public statements made in compliance with this Section 7.5 or any communication plan or strategy previously agreed to by Parent and the Company. The Company shall not be required by any provision in this Agreement to consult with or obtain the prior consent of Parent or Merger Subsidiary with respect to a public announcement or press release issued in connection with a Change in the Company Recommendation made in compliance with Section 5.2(b); provided, that Parent shall not be required by any such action and the preparation and submissionprovision in this Agreement to consult with or obtain prior consent of the NYSE Listing Application. No submission of, or amendment or supplement to, the NYSE Listing Application will be made by Parent without providing the Partnership with a reasonable opportunity to review and comment thereon. In addition, Parent agrees to provide the Partnership and its legal counsel with copies of any written comments, and shall inform the Partnership of any oral comments, that Parent or its counsel may receive from time to time from the NYSE or its staffCompany with respect to one public announcement or press release responsive to any public announcement or press release issued by the NYSE Listing Application promptlyCompany pursuant to this sentence. For the avoidance of doubt, nothing in this Section 7.5 shall prevent Parent or the Company from issuing any press release or making any public statement in the ordinary course that does not relate specifically to this Agreement or the transactions contemplated hereby.

Section 7.6    Further Assurances. At and after receiptthe Effective Time, the officers and directors of such comments,the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company or Merger Subsidiary, any writtendeeds, bills of sale, assignments or oral responses thereto. The Partnershipassurances and its legal counsel shallto take any other actions and do any other things, in the name and on behalf of the Company or Merger Subsidiary, reasonably necessary to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of the Company acquired or to be givenacquired by the Surviving Corporation as a reasonable opportunity to review any such written responsesresult of, or in connection with, the Merger.

Section 7.7    Notices of Certain Events.

(a)    Each of the Company and Parent shall give due considerationpromptly notify the other party of:

(i)    any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(ii)    any notice or other written communication from any governmental agency, body, authority or entity in connection with the transactions contemplated by this Agreement; and

(iii)    any actions, suits, claims, investigations or proceedings (A) commenced or (B) to the additions, deletionsbest of its knowledge, threatened against, relating to or changes suggested theretoinvolving or otherwise affecting such party or any of its Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement;

provided, however, that no such notification (and no other notification required to be given under any other Section of this Agreement) shall affect the Partnershiprepresentations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Section 7.8    No Solicitation.

(a)    The Company and its counsel.

(b) The PartnershipSubsidiaries will cooperatenot, and the Company will direct and use its reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly, take any action to solicit, initiate, or knowingly encourage or knowingly facilitate the delistingmaking of Common Unitsany Acquisition Proposal (including, without limitation, by granting any waiver under Section 203 of the DGCL) or any inquiry with

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respect thereto or engage in discussions or negotiations with any Person with respect thereto (except to notify such Person of the existence of the provisions of this Section 7.8), or disclose any nonpublic information or afford access to properties, books or records to any Person that has made, or to the Company’s knowledge is considering making, any Acquisition Proposal, or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal, or propose publicly or agree to do any of the foregoing relating to an Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from the NASDAQ and the deregistration of such securities(i) complying with Rule 14e-2 under the Exchange Act as promptly as practicable followingwith regard to an Acquisition Proposal or (ii) making any disclosure if, in the Closingcase of this clause (ii), in compliancethe good faith judgment of the Company’s Board of Directors, after consultation with outside counsel, the failure to make such disclosure would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable Law.

law; provided, however, that any such disclosure that relates to an Acquisition Proposal shall be deemed to be a Change in the Company Recommendation unless the Company’s Board of Directors reaffirms the Company Recommendation in such disclosure. Notwithstanding anything to the contrary in this Agreement but subject to the first sentence of Section 6.10 Dividends 7.8(b), prior to (but not after) the date of the Company Stockholder Approval, the Company may, directly or indirectly through its advisors, agents or other intermediaries, (A) furnish information and Distributions. Afteraccess, but only in response to a request for information or access, to any Person, and its representatives (including sources of financing), making a bona fide, written Acquisition Proposal to the Board of Directors of the Company after the date of this Agreement which was not obtained as a result of a breach of Section 5.2(a), Section 5.2(b) or this Section 7.8and until(B) participate in discussions and negotiate with such Person or its representatives concerning any such unsolicited Acquisition Proposal, if and only if, in any such case set forth in clause (A) or (B) of this sentence, (1) the Effective Time, eachBoard of Directors of the Company concludes in good faith, (x) after receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal and (y) that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to the Company’s stockholders under applicable law and (2) the Company receives from the Person making such an Acquisition Proposal, prior to engaging in any of the activities described in clause (A) or (B) of this sentence, an executed confidentiality agreement the material terms of which, as they relate to confidentiality, are (without regard to the terms of such Acquisition Proposal) in all material respects (i) no less favorable to the Company and (ii) no less restrictive to the Person making such Acquisition Proposal than those contained in the Confidentiality Agreement.    The Company agrees that any material non-public information provided to such Person that has not previously been provided to Parent and the Partnership shall coordinatebe provided to Parent prior to or substantially concurrently with the other regarding the timingtime it is provided to such Person. The Board of any declaration of any dividends or distributions in respect of Parent Common Stock and Common Units and the record dates and payment dates relating thereto, it being the intentionDirectors of the parties that holders of Common UnitsCompany shall not receive, fortake any quarter, distributions both in respect of Common Units and also dividends in respect of Parent Common Stock that they receive in exchange thereforthe actions referred to in the Merger, butforegoing clauses (A) and (B) unless the Company shall have first delivered to Parent written notice advising Parent that they shall receive forthe Company intends to take such action; provided that only one such notice need be given with respect to any such quarter either: (i) only distributions in respect of Common Unitsspecific Acquisition Proposal or (ii) only dividends in respect of Parent Common Stockamended or modified Acquisition Proposal.

(b)    In the event that they receive in exchange therefor inon or after the Merger.

Section 6.11 Conflicts Committee. Prior to the earlier of the Effective Time and the terminationdate of this Agreement the Company receives an Acquisition Proposal, or any request for nonpublic information relating to the Company or any Subsidiary of the Company or for access to the properties, books or records of the Company or any Subsidiary of the Company by any Person that has made, or has informed the Company it is considering making, an Acquisition Proposal, the Company will (A) promptly (and in no event later than twenty-four (24) hours after a director or senior executive officer of the Company becomes aware of such an Acquisition Proposal or request) notify (which notice shall be provided orally and in writing and shall identify the Person making such Acquisition Proposal or request and set forth the material terms thereof) Parent shallthereof, (B) keep Parent reasonably and promptly informed of the status and material terms of (including with respect to changes to the status or material terms of) any such Acquisition Proposal or request, (C) on a daily basis at mutually agreeable times to be agreed in good faith by the parties, advise and confer with Parent (including on an outside counsel basis) regarding the process of negotiations concerning any Acquisition Proposal or request and the material details (including material terms thereof) of any such Acquisition Proposal or request and respond in good faith to questions reasonably asked by Parent (or its outside counsel) related thereto and (D) as promptly as practicable (but in no event later than twenty-four

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(24) hours after a director or senior executive officer of the Company becomes aware of receipt) provide to Parent unredacted copies of all material correspondence and material written materials (whether or not and it shall not permitelectronic) sent or provided to the Company or any of its Subsidiaries to,that describes any terms or conditions thereof, including any proposed transaction agreements (along with all schedules and it shall notexhibits thereto and shall not permit any of its Subsidiaries to take any action intended to cause the General Partner (or the sole member of the General Partner) to, without the consent of a majority of the then existing members of the Conflicts Committee, eliminate the Conflicts Committee, revoke or diminish the authority of the Conflicts Committee or remove or cause the removalfinancing commitments related thereto), as well as written summaries of any director of the General Partner who is a member of the Conflicts Committee either as a director or as a member of such committee. For the avoidance of doubt, this Section 6.11 shall not applymaterial oral communications relating to the filling, in accordance with the provisions of the General Partnerterms and conditions thereof. The Company Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.

Section 6.12 Performance by the General Partner. Parent will cause the General Partner, the Partnership and their respective Subsidiaries to comply with the provisions of this Agreement. Notwithstanding the foregoing, it is understood and agreed that actions or inactions by the Partnership and the General Partner and their respective Subsidiaries(x) shall, not be deemed to be breaches or violations or failures to perform by Parent of any of the provisions of this Agreement unless such action or inaction was or was not taken, in either case, at the direction of Parent. In no event shall the General Partner or the Partnership have any liability for, or be deemed to breach, violate or fail to perform any of the provisions of this Agreement by reason of, any action taken or omitted to be taken by the General Partner, the Partnership, any of their respective Subsidiaries or any of their respective Representatives at the direction of Parent, any of its Subsidiaries or any of their respective Representatives.

Section 6.13 Tax Matters. For U.S. federal income tax purposes (and for purposes of any applicable state, local or foreign Tax that follows the U.S. federal income tax treatment), the parties agree to treat the Merger as a taxable sale of the Public Common Units to Holdings in exchange for the Merger Consideration. The parties will prepare and file all Tax Returns consistent with the foregoing and will not take any inconsistent position on any

Tax Return, or during the course of any Proceeding with respect to Taxes, except as otherwise required by applicable Law following a final determination by a court of competent jurisdiction or other administrative settlement with or final administrative decision by the relevant Governmental Authority.

Section 6.14 Takeover Statutes. Parent shall not, and shall cause its Subsidiaries not to, take any action that would, or would reasonablyimmediately cease and cause to be expected to, cause any Takeover Law to become applicable to this Agreement, the Merger, the Parent Stock Issuance or the other transactions contemplated hereby or related thereto. If any Takeover Law shall become applicable to this Agreement, the Merger or the other transactions contemplated hereby or related thereto, Parent, the Parent Board, the General Partner, the GP Boardterminated and the Conflicts Committee shall use reasonable best efforts to cause its and their officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives to, immediately cease and cause to be terminated, all discussions and negotiations, if any, that have taken place prior to the date of this Agreement with any Persons with respect to any Acquisition Proposal or the possibility thereof, (y) shall promptly request each Person, if any, that has executed a confidentiality agreement within the nine (9) months prior to the date of this Agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries and (z) immediately terminate all physical and electronic data room access for such Person and their representatives to diligence or other information regarding the Company or any of its Subsidiaries. The Company shall not modify, amend or terminate, or waive, release or assign, any provisions of any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any such Acquisition Proposal and shall enforce the provisions of any such agreement; provided that the Company shall be permitted on a confidential basis, upon written request by a relevant party thereto and without prior notice to Parent disclosing the party and the circumstances, to release or waive any standstill obligations solely to the extent necessary to permit the party referred therein to submit an Acquisition Proposal to the Board of Directors of the Company on a confidential basis. The Company shall provide written notice to Parent of waiver or release of any standstill by the Company.

For purposes of this Agreement, “Acquisition Proposal” means any bona fide written offer or proposal for, or any bona fide written indication of interest in, any (i) direct or indirect acquisition or purchase of any business or assets of the Company or any of its Subsidiaries that, individually or in the aggregate, constitutes 20% or more of the net revenues, net income, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, (ii) direct or indirect acquisition or purchase of 20% or more of any class of equity securities of the Company or any of its Subsidiaries whose business constitutes 20% or more of the net revenues, net income, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, (iii) tender offer or exchange offer that, if consummated, would result in any Person beneficially owning 20% or more of any class of equity securities of the Company or any of its Subsidiaries whose business constitutes 20% or more of the net revenues, net income, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, or (iv) merger, consolidation, business combination, joint venture, partnership, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose business constitutes 20% or more of the net revenue, net income, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement. For purposes of this Agreement, “Superior Proposal” means any bona fide written Acquisition Proposal for or in respect of at least a majority of the outstanding shares of Company Common Stock or the Company’s and its Subsidiaries’ assets on terms that the Board of Directors of the Company determines in its good faith judgment (after consultation with, and taking into account the advice of, a financial advisor of nationally recognized reputation and outside legal counsel, taking into account all the terms and conditions of such Acquisition Proposal, including likelihood of consummation on the terms proposed and all legal, financial, regulatory and other aspects of such proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation, as well as any revisions to the terms of the Merger or this Agreement proposed by Parent after being notified pursuant to Section 5.2(b)(i)) is more favorable to the Company’s stockholders than the Merger and the Transactions.

(c)    The Company agrees that it will take the necessary steps promptly to inform its Subsidiaries and its officers, directors, investment bankers, consultants, attorneys, accountants, agents and other representatives of the obligations undertaken in this Section 7.8.

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Section 7.9    Takeover Statutes. If any anti-takeover or similar statute or regulation is or may become applicable to the transactions contemplated hereby, each of the parties and its Board of Directors shall grant such approvals and take all such actions as are legally permissible so that the transactions contemplated hereby including the Merger and the Parent Stock Issuance, may be consummated as promptly as practicable on the terms contemplated hereby and otherwise use reasonable best effortsact to eliminate or minimize the effects of any such restriction, statute or regulation on the transactions contemplated hereby.

Section 7.10    Section 16(b). Each of Parent and the Company shall take all such steps as may be reasonably necessary to cause the transactions contemplated hereby includingand any other dispositions of equity securities of the MergerCompany (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with this Agreement by each individual who (a) is a director or officer of the Company or (b) at the Effective Time will become a director or officer of Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 7.11    Coordination of Quarterly Dividends. Parent and the Company shall each coordinate their record and payment dates for their regular quarterly dividends to ensure that the holders of Company Common Stock shall not receive two dividends, or fail to receive one dividend, in any quarter with respect to their Company Common Stock and the Parent Common Stock Issuance.that such holders receive in exchange therefor in the Merger. In addition, and without limiting the requirements of the previous sentence, the Company shall ensure that the date on which any quarterly dividend is declared and the record date with respect to any quarterly dividend shall be no later than five (5) Business Days following the one year anniversary of such dates for the corresponding quarter of the preceding year; provided, however, that in the quarter in which the Closing occurs, if the record date of Parent’s quarterly dividend has been declared and is a date prior to the Effective Time, then such quarterly dividend declaration date and record date of the Company shall occur no later than such date as is necessary to ensure that holders of Company Common Stock receive a quarterly dividend in accordance with the first sentence of this Section 7.11.

Section 6.157.12    SecurityholderStock Exchange Delisting; Deregistration. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part pursuant to applicable law and the rules and regulations of NYSE or Nasdaq to cause (a) the delisting of the Company Common Stock from Nasdaq as promptly as practicable after the Effective Time and (b) the deregistration of the Company Common Stock pursuant to the Exchange Act as promptly as practicable after such delisting.

Section 7.13    Treatment of Company Indebtedness.

(a)    The Company shall use reasonable best efforts, and shall cause its applicable Subsidiaries to use commercially reasonable efforts, to deliver to Parent at least three (3) Business Days prior to the Closing Date a copy of a payoff letter (subject to the delivery of funds as arranged by Parent) with respect to the Company Credit Agreement (the “Subject Indebtedness”) in customary form, which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount under such payoff letter, the Subject Indebtedness and all related loan documents shall be terminated and (iii) provide that all Liens and guarantees in connection with the Subject Indebtedness relating to the assets and properties of the Company or any of its Subsidiaries securing the obligations under the Subject Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date.

(b)    Parent will be permitted to, or request the Company to, commence and conduct, in accordance with the terms of the indenture, dated as of September 15, 2016, as amended, between the Company and U.S. Bank National Association (as amended or modified, the “2024 Indenture” and the “2024 Trustee”, respectively) governing the terms of the 6.125% Senior Notes due 2024 (the “2024 Notes”) and the indenture, dated as of November 29, 2017, as amended, between the Company and U.S. Bank National Association (as amended or

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modified, the “2026 Indenture” and, collectively with the 2024 Indenture, the “Indentures” and the “2026 Trustee”, respectively) governing the terms of the 5.75% Senior Notes due 2026 (the “2026 Notes”), one or more offers to purchase, including any “Change of Control Offer” (as such term is defined in the respective Indenture) and/or any tender offers, or any exchange offers, and to conduct consent solicitations (each, a “Consent Solicitation”), if any (each, a “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the 2024 Notes and the 2026 Notes, provided that (A) any such Debt Offer is consummated using funds provided by Parent and (B) Parent shall (1) prepare all necessary and appropriate documentation in connection with a Debt Offer (the “Debt Offer Documents”), (2) provide the Company with a reasonable opportunity to review and comment on such documentation, (3) include any proposed changes reasonably requested by the Company to the extent relating to the Company or its Subsidiaries or to compliance with the applicable Indenture or applicable law and shall otherwise consider any such proposed changes in good faith and (4) any such Debt Offer shall be conducted in compliance with the applicable Indenture and applicable law (including SEC rules and regulations). The closing (or, if applicable, effectiveness) of the Debt Offers shall be expressly conditioned on the occurrence of the Closing; provided, that the consummation of a Debt Offer with respect to the 2024 Notes or the 2026 Notes shall not be a condition to Closing. In connection with any Consent Solicitation, subject to the receipt of any requisite consents, the Company and its Subsidiaries shall execute a supplemental indenture to each of the Indentures in accordance with each respective Indenture, amending the terms and provisions of such Indenture as described in the Debt Offer Documents as reasonably requested by Parent, which supplemental indentures shall become operative no earlier than the Effective Time, and shall use reasonable best efforts to cause the 2024 Trustee and the 2026 Trustee to enter into such supplemental indentures prior to or substantially simultaneously with the Closing as determined by Parent. If reasonably requested by Parent, the Company shall use its reasonable best efforts to cause its legal counsel to provide (A) all customary legal opinions required by the applicable Indenture and (B) all customary legal opinions required by applicable laws (including SEC rules and regulations) solely as and to the extent that such opinions relate to the Company and its Subsidiaries, in each case, in connection with the transactions contemplated by this Section 7.13(b) and to the extent such legal opinions are required to be delivered prior to the Effective Time.

(c)    If requested by Parent, in lieu of or in addition to Parent or the Company commencing a Debt Offer for the 2024 Notes and the 2026 Notes, the Company shall use its reasonable best efforts, to the extent permitted by the Indentures, to (A) issue one or more notices of optional redemption for all or a portion of the outstanding aggregate principal amount of the 2024 Notes and the 2026 Notes (which may be delivered at Parent’s request in advance of the Closing Date so long as the redemption of such notes is expressly conditioned upon the occurrence of the Closing), pursuant to the redemption provisions of the respective Indenture and (B) take any other actions reasonably requested by Parent to facilitate the satisfaction and discharge of the 2024 Notes and the 2026 Notes pursuant to the satisfaction and discharge provisions of the respective Indenture and the other provisions of each such Indenture applicable thereto, provided that (1) any such redemption or satisfaction and discharge shall be consummated using funds provided by Parent and (2) consummation of any such redemption or satisfaction and discharge shall not be a condition to Closing. If reasonably requested by Parent, the Company shall use its reasonable best efforts to cause its legal counsel to provide all customary legal opinions required in connection with the redemptions contemplated by this Section 7.13(c) to the extent such legal opinions are required to be delivered prior to the Effective Time.

(d)    Without limiting the foregoing, (i) the Company and Parent shall reasonably cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under the Company Credit Agreement or any of the Company’s outstanding debt securities in connection with the Merger, including in connection with a Debt Offer, the execution of any supplemental indentures described in the Debt Offer Documents and any notice of redemption; provided that none of the Company, its Subsidiaries or their representatives shall be required to execute or, other than as provided in Section 7.13(b) and Section 7.13(c), deliver, or agree to any change or modification of, any agreement, document, certificate or opinion that (x) is effective prior to the Closing or that would be effective if the Closing does not occur, (y) is not accurate in light of the facts and circumstances at the time delivered, or (z) would conflict with the terms of the Company’s existing indebtedness or applicable law and (ii) Parent shall

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promptly reimburse the Company upon its written request for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with the cooperation provided for in this Section 7.13 and reimburse, indemnify and hold harmless the Company and its Subsidiaries and their respective representatives from and against any and all liabilities and losses suffered or incurred by them in connection with the transactions contemplated by this Section 7.13.

Section 7.14    Transaction Litigation. The PartnershipCompany shall promptly notify Parent, and Parent shall promptly notify the General PartnerCompany, of any stockholder demands, litigations, arbitrations or other similar action (including derivative claims) commencing against their respective directors or officers relating to this Agreement or any of the transactions contemplated by this Agreement (collectively, the “Transaction Litigation”) and shall givekeep each other informed regarding any Transaction Litigation. The Company and Parent prompt notice andshall cooperate with the opportunity to participateother in the defense or settlement of any securityholder litigation againstTransaction Litigation and shall in good faith consult with each other on a regular basis regarding the Partnershipdefense or settlement of such Transaction Litigation and shall give each other’s advice with respect to such Transaction Litigation reasonable consideration. None of the General Partner and/Company, Parent or any of their directors (as applicable) relatingrespective Subsidiaries shall settle or offer to the transactions contemplated by this Agreement and no such settlement shall be agreed tosettle any Transaction Litigation without the prior written consent of Parent whichor the Company, as applicable (such consent shall not to be unreasonably withheld, conditioned or delayed; provided, thatdelayed).

Section 7.15    Parent Vote. Immediately following the Partnershipexecution and delivery of this Agreement, Parent will cause the General Partner shallsole stockholder of Merger Subsidiary to execute and deliver to Merger Subsidiary a written consent adopting the Agreement in any event control such defense and/or settlement and shall not be requiredaccordance with the DGCL.

ARTICLE VIII

CONDITIONS TO THE MERGER

Section 8.1    Conditions to provide information if doing so would be reasonably expected to violate the confidentialityObligations of Each Party. The obligations of such party or threaten the loss of any attorney-client privilege or other applicable legal privilege.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.1 ConditionsCompany, Parent and Merger Subsidiary to Each Partys Obligation to Effect the Merger. The respective obligations of each party hereto to effectconsummate the Merger shall beare subject to the satisfaction (or, waiver, if permissible under applicable Laws) on or prior to the Closing Dateextent permitted by law, waiver) of the following conditions:

(a)    Written Consent. The Written Consentthis Agreement shall not have been amended, modified, withdrawn, terminated or revoked; provided, however, that this Section 7.1(a) shall not imply that the Written Consent is permittedadopted by the Partnership Agreement or applicable Law to be amended, modified or revoked following its execution by holdersstockholders of the Common Units constituting a Unit Majority.Company in accordance with the DGCL;

(b)    No Injunctionsany applicable waiting period under the HSR Act relating to the Merger shall have expired or Restraints. No Law,been terminated;

(c)    no provision of any applicable law or regulation and no judgment, injunction, judgmentorder or ruling enacted, promulgated, issued, entered, amendeddecree shall prohibit or enforced by any Governmental Authority (collectively, “Restraints”) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the transactions contemplated by this Agreement or makingenjoin the consummation of the transactions contemplated by this Agreement illegal.Merger;

(c) Registration Statement. The Registration Statement(d)    the Form S-4 shall have becomebeen declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration StatementForm S-4 shall have been issuedbe in effect and no Proceedingsproceedings for thatsuch purpose shall have been initiatedbe pending before or threatened by the SEC.

(d) Information Statement. The Information Statement shall have been mailed to all holders of Common Units following effectiveness of the Registration StatementSEC; and at least 20 days prior to the Closing.

(e)    Stock Exchange Listing. Thethe shares of Parent Common Stock deliverable to be issued in the Limited Partners as contemplated by this AgreementMerger shall have been approved for listing on the NYSE, subject to official notice of issuance.

Section 7.2 8.2    Additional Conditions to the Obligations of Parent, Holdings and Merger Sub to Effect the MergerSubsidiary. The obligations of Parent Holdings and Merger SubSubsidiary to effectconsummate the Merger are further subject to the satisfaction (or, waiver, if permissible under applicable Laws) onto the extent permitted by law, waiver) of the following further conditions:

(a)    (i) The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date ofand (ii) (A) the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of

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the Partnership and the General Partner containedCompany set forth in Section 4.1, Section 4.3(a)3.11(b) and Section 4.6of this Agreement shall be true and correct in all respects in each case both when madeat and as of the date of this Agreement and at and as of the Closing Date as ifthough made at and as of such time (except to the extent expressly madedate of this Agreement and at and as of an earlier date, in which case as of such date); (ii)the Closing Date, (B) the representations and warranties of the Partnership andCompany set forth in the General Partner contained infirst two sentences of Section 4.2(a) and Section 4.2(c)3.5 shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date except for De Minimis Inaccuracies, (C) the representations and warranties of the Company set forth in Section 3.5 (other than the first two sentences thereof) shall be true and correct (disregarding all qualifications or limitations as to “material”, “materiality” or “Company Material Adverse Effect”) in all material respects other than immaterial misstatements or omissions, both when madeat and as of the date of this Agreement and at and as of the Closing Date as ifthough made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date);Closing Date, and (iii) all other(D) the representations and warranties of the Partnership and the General PartnerCompany set forth hereinin Article III of this Agreement other than those described in the preceding clauses (A)-(C) shall be true and correct both when madeat and as of the date of this Agreement and at and as of the Closing Date as ifthough made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date),Closing Date except in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation(disregarding all qualifications or limitations as to “material”, “materiality” or “Partnership“Company Material Adverse Effect” set forth) would not, individually or in any individual representation or warranty, other than in Section 4.5 and Section 4.10) does not have, and would notthe aggregate, reasonably be expected to have a Company Material Adverse Effect; provided, however, that, with respect to clauses (A), (B), (C), and (D) above, representations and warranties that are made as of a particular date or period shall be true and correct (consistent with the respective thresholds set forth in clause (A), (B), (C), or (D) as applicable) only as of such date or period. For purposes of this Agreement, “De Minimis Inaccuracies” means any inaccuracies that individually or in the aggregate a Partnership Material Adverse Effect.are de minimis relative to the total fully diluted equity capitalization of the Company or Parent, as the case may be.

(b)    Parent shall have received a certificate signed on behalf of the Partnership and the General PartnerCompany, executed on its behalf by an executiveauthorized officer of the General PartnerCompany, dated the Closing Date, certifying that the conditions set forth in Section 8.2(a)(i) and Section 8.2(a)(ii) have been satisfied.

Section 8.3    Additional Conditions to such effect.

(b) Performance ofthe Obligations of the Partnership and the General PartnerCompany. EachThe obligation of the Partnership andCompany to consummate the General PartnerMerger is subject to the satisfaction (or, to the extent permitted by law, waiver) of the following further conditions:

(a)    (i) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it under this Agreement at or prior to the Closing Date. Parent shall have received a certificate signed on behalfas of the Partnership and the General Partner by an executive officer of the General Partner to such effect.

Section 7.3 Conditions to Obligation of the Partnership to Effect the Merger. The obligation of the Partnership to effect the Merger is further subject to the satisfaction (or waiver, if permissible under applicable Laws) on or prior to the Closing Date ofand (ii) (A) the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of Parent containedand Merger Subsidiary set forth in Section 5.1, Section 5.3(a)4.10(b) and Section 5.6of this Agreement shall be true and correct in all respects at and as of the Closing Date as though made at and as of the date of this Agreement and at and as of the Closing Date, (B) the representations and warranties of Parent and Merger Subsidiary set forth in each case both when madethe first two sentences of Section 4.5 shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as ifthough made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii)Closing Date except for De Minimis Inaccuracies, (C) the representations and warranties of Parent containedand Merger Subsidiary set forth in Section 5.2(a)4.5 and (e)(other than the first two sentences thereof) shall be true and correct in all material respects other than immaterial misstatements or omissions, both when madeat and as of the date of this Agreement and at and as of the Closing Date as ifthough made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date);Closing Date, and (iii) all other(D) the representations and warranties of Parent and Merger Subsidiary set forth hereinin Article IV of this Agreement other than those described in the preceding clauses (A)-(C) shall be true and correct both when made(disregarding all qualifications or limitations as to “material”, “materiality” or “Parent Material Adverse Effect”) at and as of the date of this Agreement and at and as of the Closing Date as ifthough made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date),Closing Date, except in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effectwould not, individually or in the aggregate, reasonably be expected to any limitation as to “materiality” or “Parenthave a Parent Material Adverse Effect”Effect; provided, however, that, with respect to clauses (A), (B), (C) and (D) above, representations and warranties that are made as of a particular date or period shall be true and correct (consistent with the respective thresholds set forth in any individual representationclause (A), (B), (C) or warranty, other than(D) as applicable) only as of such date or period.

(b)    The Company shall have received a certificate of Parent, executed on its behalf by an authorized officer of Parent, dated the Closing Date, certifying that the conditions set forth in Section 5.58.3(a)(i) and Section 5.98.3(a)(ii)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Partnership shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.

(b) Performance of Obligations of Parent, Holdings and Merger Sub. Each of Parent, Holdings and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. The Partnership shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.been satisfied.

Section 7.48.4    Frustration of Closing Conditions.

(a) Neither None of the Partnership norparties may rely, either as a basis for not consummating the General Partner may relyMerger or for terminating this Agreement, on the failure of any condition set forth in

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Section 7.18.1, Section 7.28.2 or Section 7.38.3, as the case may be, to be satisfied if such failure was due to the failure of

eithercaused by such party to perform and complyparty’s breach in allany material respects with the covenants and agreements in this Agreement to be performed or complied with by it prior to the Closing.

(b) None of Parent, Holdings or Merger Sub may rely on the failurerespect of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was due to the failureprovision of any such party to perform and comply in all material respects with the covenants and agreements in this Agreement to be performed or complied with by it prior to the Closing.Agreement.

ARTICLE VIIIIX

TERMINATION

Section 8.19.1    Termination. This Agreement may be terminated and the transactions contemplated by this AgreementMerger may be abandoned at any time prior to the Effective Time:Time (notwithstanding the obtaining of the Company Stockholder Approval):

(a)    by the mutual written consent of Parentthe Company and the Partnership duly authorized by the Parent Board and the Conflicts Committee, respectively;Parent;

(b)    by either of the ParentCompany or the Partnership:Parent:

(i)    if the Merger has not been consummated by May 22, 2024 (the “End Date”); provided, however, that if (x) the Effective Time has not occurred by such date by reason of nonsatisfaction of the condition set forth in Section 8.1(b) and (y) all other conditions in Article VIII have theretofore been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or (to the extent permitted by law) waived, the End Date will be November 26, 2024; provided, that, in the event a Parent Closing Election is delivered pursuant to Section 1.1(d) that would result in the Closing being delayed past the End Date, then the End Date shall be automatically extended until the fifth (5th) Business Day following the Deferred Closing Date; provided, further, that if the condition set forth in Section 8.1(c) ceases to be satisfied on or after the delivery of such Parent Closing Election, then the End Date shall be automatically extended until the fifth (5th) Business Day following the date on which the laws, regulations, judgments, injunctions, orders or decrees causing the failure of the condition set forth in Section 8.1(c) have been lifted or become final and non-appealable; provided, further, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has principally caused or resulted in the failure of the Effective Time to occur on or before the End Date; or

(ii)    if the Company Stockholder Approval shall not have been consummated onobtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or before September 4, 2021 (theany adjournment thereof;

(c)    by either the Company or Parent, if there shall be any law or regulation that makes consummation of the Merger illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining Parent or the Company from consummating the Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable (any such law, regulation, judgment, injunction, order or decree, aOutside DateLegal Restraint”); provided however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available (A) to Parent or the Partnership if the inability to satisfy such condition was due to the failure of, in the case of Parent, Parent, Holdings or Merger Sub, or, in the case of the Partnership, the Partnership or the General Partner, to perform and comply in all material respects with the covenants and agreements to be performed or complied with by it prior to the Closing or (B) to Parent or the Partnership if, in the case of Parent, the Partnership or the General Partner, or, in the case of the Partnership, Parent, Holdings or Merger Sub, has filed (and is then pursuing) an action seeking specific performance as permitted by Section 9.9; or

(ii) if any Restraint having the effect set forth in Section 7.1(b) shall be in effect and shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii)9.1(c) shall not be available to Parent or the Partnership if such Restraint was dueany party whose failure to the failure of, in the case of Parent, Parent, Holdings or Merger Sub, or, in the case of the Partnership, the Partnership or the General Partner, to performfulfill any of its obligationsobligation under this Agreement.

(c) by Parent if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of the Partnership or the General Partner set forth in this Agreement shall fail to be true), which breach or failure (i) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.2(a)(i)7.1 hereof has principally caused or Section 7.2(b) and (ii) is incapableresulted in the imposition of being cured,such Legal Restraint or isthe failure of such Legal Restraint to be resisted, resolved or lifted;

(d)    by Parent, prior to receipt of the Company Stockholder Approval, if there shall have been a Change in the Company Recommendation, whether or not cured,permitted by the Partnershipterms hereof (or the Board of Directors of the Company or any committee thereof shall resolve to effect a Change in the Company Recommendation);

(e)    by either Parent or the General Partner within 30 days following receipt of written notice from Parent of suchCompany, if there shall have been a breach or failure; provided, however, that Parent shall not haveby the right to terminate this Agreement pursuant to this Section 8.1(c) if Parent, Holdings or Merger Sub is then in material breachother of any of its representations, warranties, covenants or agreements contained in this Agreement.

(d) byAgreement, which breach would result in the Partnership (which termination may be effected for the Partnership by the Conflicts Committee without the consent, authorizationfailure to satisfy one or approvalmore of the GP Board) if Parent shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of Parent set forth in this Agreement shall fail to be true), which breach or failure (i) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a conditionconditions set forth in Section 7.3(a)8.2(a) (in the case of a breach by the Company) or Section 8.3(a) (in the case of a breach by Parent), and in any such case such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured within 30 days after written notice thereof shall have been received by the party alleged to be in breach; or

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(f)    by the Company, at any time prior to receipt of the Company Stockholder Approval in order to enter into a definitive written agreement providing for a Superior Proposal; provided that (i) the Company has received a Superior Proposal after the date of this Agreement that did not result from a breach of Section 5.2(b)(i) or Section 7.3(b)7.8, (ii) the Company has complied in all material respects with Section 5.2(b)(i) with respect to such Superior Proposal, (iii) concurrently with, and as a condition to, any such termination the Company pays or causes to be paid to Parent (or its designee) the Company Termination Fee pursuant to Section 10.5 and (ii) is incapable(iv) the Board of Directors of the Company has authorized the Company to enter into, and the Company substantially concurrently enters into, a definitive written agreement providing for such Superior Proposal (it being cured, or is not cured, by Parent within 30 days following receipt of written notice from the Partnership of such breach or failure; provided,agreed that the Partnership shall not have the rightCompany may enter into such definitive written agreement concurrently with any such termination).

The party desiring to terminate this Agreement pursuant to clause (b), (c), (d), (e) or (f) of this Section 8.1(d)9.1 ifshall give written notice of such termination to the Partnership or the General Partner is thenother party in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Section 8.2 Effect of Termination. In the event of the termination of this Agreement as provided inaccordance with Section 8.110.1, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreementhereof pursuant to which such termination is made, andeffected.

Section 9.2    Effect of Termination. If this Agreement is terminated pursuant to Section 9.1, this Agreement shall forthwith become nullvoid and void (other than the provisions in the last sentence of Section 6.5, the provisions in Section 6.7, this Section 8.2, Section 8.3 and Article IX, all of which shall survive termination of this Agreement), and, except as otherwise provided in this Section 8.2, there shall beno effect with no liability on the part of any of Parent, Holdings, Merger Sub,party hereto, except that (a) the Partnershipagreements contained in Section 7.13(d), this Section 9.2, in Section 10.4 and Section 10.5 hereof and in the General Partner or their respective Representatives, directors, officersConfidentiality Agreement shall survive the termination hereof and Affiliates; provided, however, that(b) no such termination shall relieve any party heretoof any liability or damages resulting from any material and intentional breach by that party of this Agreement.

ARTICLE X

MISCELLANEOUS

Section 10.1    Notices. All notices, requests and other communications to any party hereunder shall be in writing (including email or similar writing) and shall be given,

if to Parent or Merger Subsidiary, to:

Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, California 94583

Attention:Mary A. Francis, Corporate Secretary and Chief
Governance Officer

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention:Scott A. Barshay
Kyle T. Seifried
Email:sbarshay@paulweiss.com
kseifried@paulweiss.com

if to the Company, to:

PDC Energy, Inc.

1099 18th Street, Suite 1500

Denver, CO 80202

Attention:Lance Lauck
Nicole Martinet

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with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:Igor Kirman
Elina Tetelbaum
Email:IKirman@wlrk.com
ETetelbaum@wlrk.com

with an additional copy to:

Davis Graham & Stubbs LLP

1550 17th Street, Suite 500

Denver, CO 80202

Attention:John Elofson
Mark Bussey
Sam Seiberling
Email:john.elofson@dgslaw.com
mark.bussey@dgslaw.com
sam.seiberling@dgslaw.com

or such other address or email as such party may hereafter specify for the purpose by notice to the other parties hereto. Each such notice, request or other communication shall be effective (a) its obligationif given by email, when such email is transmitted to pay the Parent Expense Reimbursement or the Partnership Expense Reimbursement, as applicable, if, as and when required pursuant toemail specified in this Section 8.310.1, (b) any liability for any failure to consummate the Merger and (i) a duplicate copy of such email notice is promptly given by one of the other transactions contemplatedmethods described in this Section 10.1 or (ii) the receiving party delivers a written confirmation of receipt of such notice by email or any other method described in this AgreementSection 10.1 or (b) if given by any other means, when required pursuant todelivered at the address specified in this Agreement or (c)Section 10.1.

Section 10.2    Non-Survival of Representations and Warranties. The representations and warranties contained herein and in any liability for intentional fraud or a Willful Breach of any covenantcertificate or other agreement contained inwriting delivered pursuant hereto shall not survive the Effective Time or any termination of this Agreement. Notwithstanding the foregoing, in no event shall the General Partner or the Partnership have any liability for any matter set forth in the proviso of the preceding sentence for any action taken or omitted to be taken by the General Partner, the Partnership, any of their respective Subsidiaries or any of their respective Representatives at the direction of Parent, any of its Subsidiaries or any of their respective Representatives. For purposes

Section 10.3    Amendments; No Waivers.

(a)    Any provision of this Agreement Willful Breach” shall mean a material breach(including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of this Agreement that is a consequencean amendment, by the Company, Parent and Merger Subsidiary, or in the case of a deliberate act or a deliberate failure to actwaiver, by the breaching party withagainst whom the knowledgewaiver is to be effective; provided that after the taking of such act (or the failure to take such act) would (i) cause a material breach of this Agreement and (ii) prevent or materially delay the Closing.

Section 8.3 Expenses.

(a) In the event of termination of this Agreement by Parent pursuant to Section 8.1(c) (Partnership or General Partner Uncured Breach), then the Partnership shall promptly, but in no event later than two Business Days after receipt of an invoice (with supporting documentation) therefor from Parent, pay Parent’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by Parent and its Affiliates in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $3,500,000 (the “Parent Expense Reimbursement”).

(b) In the event of terminationadoption of this Agreement by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall promptly, but in no event later than two Business Days after receipt of an invoice (with supporting documentation) therefor from the Partnership, pay the Partnership’s designee allstockholders of the reasonably documented out-of-pocket expenses (including all fees and expensesCompany, no such amendment or waiver shall, without the further approval of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred bysuch stockholders, alter or change (i) the Partnership and its Affiliatesamount or kind of consideration to be received in connection with this Agreement and the transactions contemplated hereby up to a maximum amountexchange for any shares of $3,500,000 (the “Partnership Expense Reimbursement”); provided, that the Partnership Expense Reimbursement shall not exceed the maximum amount, if any, that the Partnership reasonably determines can be paid to the Partnership without causing the Partnership to fail the gross income requirement in Section 7704(c)(2)capital stock of the Code, treating the Partnership Expense Reimbursement as non-qualifying income and after taking into consideration all other sources of non-qualifying incomeCompany or (ii) any term of the Partnership, unless the Partnership receives an opinioncertificate of counsel or a ruling from the Internal Revenue Service to the effect that the Partnership’s receiptincorporation of the Partnership Expense Reimbursement will either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code.Parent.

(c) Each of the parties hereto acknowledges that the Parent Expense Reimbursement and Partnership Expense Reimbursement are not intended to be a penalty, but rather are liquidated damages in a reasonable amount that will compensate the other party, as applicable, in the circumstances in which such amounts are due and payable and which do not involve fraud or Willful Breach, for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to

calculate with precision. In no event shall a party be entitled to more than one payment of the Parent Expense Reimbursement and Partnership Expense Reimbursement, as applicable, in connection with a termination of this Agreement pursuant to which such amounts are payable.

ARTICLE IX

MISCELLANEOUS

Section 9.1 No Survival, Etc. The representations, warranties and agreements in this Agreement (including, for the avoidance of doubt, any schedule, instrument or other document delivered pursuant to this Agreement) shall terminate at the Effective Time or, except as otherwise provided in Section 8.2 or Section 8.3, upon the termination of this Agreement pursuant to Section 8.1, as the case may be, except that the agreements set forth in Article I, Article II, Article III, the last sentence of Section 6.5, Section 6.7 and Article IX and any other agreement in this Agreement that contemplates performance after the Effective Time shall survive the Effective Time.

Section 9.2 Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects by written agreement of the parties, by action taken or authorized by the Parent Board and the GP Board; provided, however, that the GP Board may not take or authorize any such action unless it has been approved by the Conflicts Committee; provided, further, that there shall be no amendment or change to the provisions of this Agreement that by applicable Laws, the Partnership Agreement or stock exchange rule would require further approval by Limited Partners.

Section 9.3 GP Board Consent. Unless otherwise expressly set forth in this Agreement, whenever a determination, decision, approval, consent, waiver or agreement of the Partnership or the General Partner is required pursuant to this Agreement (including any determination to exercise or refrain from exercising any rights under Article VIII or to enforce the terms of this Agreement (including Section 9.9)), such determination, decision, approval or consent must be authorized by the GP Board; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee.

Section 9.4 Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b)    extend the time for the performance of any of the obligations or acts of any other party hereto, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. Notwithstanding the foregoing, noNo failure or delay by the Partnership, the General Partner, Parent, Holdings or Merger Subany party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, hereunder.power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 10.4    Expenses. Except as otherwise specified in this Agreement, including Section 10.5, or as otherwise agreed to in writing by the parties, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such cost or expense, except that those expenses incurred in connection with printing, mailing and filing the Form S-4, all filing fees

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paid in respect of the filings under the HSR Act in connection with the Merger, and all reasonable and documented fees, costs and expenses incurred in connection with any cooperation provided or action taken pursuant to Section 7.13 or in connection with any financing to be obtained by Parent relating to the repayment or refinancing of any outstanding indebtedness of the Company shall in each case be borne by Parent.

Section 10.5    Company Termination Fee.

(a)    Company Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that:

(i)    Parent shall terminate this Agreement pursuant to Section 9.1(d);

(ii)    (A) this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(ii), (B) this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) and the Company Stockholder Approval shall not theretofore have been obtained or (C) this Agreement is terminated by Parent pursuant to Section 9.1(e)and the Company Stockholder Approval shall not theretofore have been obtained, in each case of clauses (A), (B) and (C), and after the date of this Agreement but on or before the date of any such termination an Acquisition Proposal shall have been made and become publicly known, whether or not withdrawn, (x) prior to the Company Stockholder Meeting (in the case of a termination contemplated by clause (ii)(A)) or (y) prior to the date of such termination (in the case of a termination contemplated by clause (ii)(B) or (ii)(C)); or

(iii)    the Company shall terminate this Agreement pursuant to Section 9.1(f),

then in any case as described in clause (i), (ii) or (iii) the Company shall pay (or cause to be paid) to Parent (by wire transfer of immediately available funds), (x) in the case described in clause (i) or (iii), a fee of $225,000,000 (the “Company Termination Fee”) not later than the date of termination of this Agreement, and (y) in the case described in clause (ii), an amount equal to the Company Termination Fee not later than the date an Acquisition Proposal is consummated or a definitive agreement is entered into by the Company providing for any Acquisition Proposal, as long as such Acquisition Proposal is consummated or such definitive agreement is executed within twelve (12) months after the date of termination of this Agreement; provided, however, that for the purpose of this clause (y), all references in the definition of Acquisition Proposal to 20% shall instead refer to 50%. The Company acknowledges that the agreements contained in this Section 10.5(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay timely any amount due pursuant to this Section 10.5(a) and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the amount payable to Parent pursuant to this Section 10.5(a), the Company shall pay to Parent its reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the partamount so payable at the rate on six (6)-month United States Treasury obligations (as of a party heretothe date such payment was required to any such extensionbe made pursuant to this Agreement) plus three percent (3%). Subject in all cases to Section 9.2, in circumstances where the Company Termination Fee is paid in accordance with this Section 10.5(a), Parent’s receipt of the Company Termination Fee from or waiver shall be valid only if set forth in an instrument in writing signed on behalf of the Company shall be Parent’s and Merger Subsidiary’s sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable laws or otherwise) against the Company and its Subsidiaries and any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees for all losses and damages suffered as a result of the failure of the Merger or the other Transactions to be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such party.amount, no such Person shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

Section 9.510.6    AssignmentSuccessors and Assigns. Neither this Agreement nor anyThe provisions of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permittedassigns; provided that no party may assign,

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delegate or otherwise transfer any of its rights or obligations under this Section 9.5 shall be null, void and ineffective.

Section 9.6 Counterparts. This Agreement without the consent of the other parties hereto except that Merger Subsidiary may be executedtransfer or assign, in counterparts (each of which shall be deemedwhole or from time to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective whentime in part, to one or more counterparts have been signed by each of the parties and delivered to the other

parties. Signatures toParent’s controlled affiliates, its rights under this Agreement, transmitted by facsimile transmission, by electronic mail in “portable document format” form,but any such transfer or by any other electronic means intended to preserve the original graphic and pictorial appearanceassignment will not relieve Merger Subsidiary of a document, will have the same effect as physical delivery of the paper document bearing the original signature.its obligations hereunder.

Section 9.7 Entire Understanding; No Third-Party Beneficiaries. This Agreement, the Partnership Disclosure Schedule and any certificates delivered by any party pursuant to this agreement (a) constitute the entire agreement and understanding, and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and thereof and (b) shall not confer upon any Person other than the parties hereto any rights (including third-party beneficiary rights or otherwise) or remedies hereunder, except for, in the case of clause (b) of this sentence, (i) the right of a holder of Public Common Units to receive the Merger Consideration (a claim by any holder of Public Common Units with respect to which may not be made unless and until the Closing shall have occurred), the right of a holder of a Partnership LTIP Award to receive the Merger Consideration (a claim by any holder of Partnership LTIP Award with respect to which may not be made unless and until the Closing shall have occurred) and (ii) the provisions of Section 6.6 and Section 9.12.

Section 9.810.7    Governing Law; Jurisdiction; Waiver of Jury TrialLaw.

(a) This Agreement shall be governed by, and construed in accordance with and governed by the lawslaw of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.

(b) Each of the parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement and the rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto consents to service being made through the notice procedures set forth in Section 9.10, irrevocably submits withwithout regard to any such action or Proceeding for itself and in respectprinciples of its property, generally and unconditionally, to the personal jurisdictionconflicts of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or Proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 9.8, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Laws, any claim that (A) the suit, action or Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Section 9.8(b) is solely for the purpose referred to in this Section 9.8(b) and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purpose.

(c) EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.law.

Section 9.910.8    Specific PerformanceEnforcement; Jurisdiction. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not

performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and it is accordingly, agreedeach party agrees that the partiesother party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, in accordance with this Section 9.9 in the Delaware Court of Chancery or any other state or federal court sitting in the State of Delaware,hereof, this being in addition to any other remedy to which theythe parties are entitled at law or in equity. EachAny suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that it will not oppose the grantingservice of an injunction, specific performance and other equitable reliefprocess on such party as provided hereinin Section 10.1 shall be deemed effective service of process on the basis that (a) eithersuch party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity (it being understoodwhen deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law.

Section 10.9    Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.10    Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Electronic signatures (including those received as a .pdf attachment to electronic mail) shall be treated as original signatures for all purposes of this sentenceAgreement. This Agreement shall prohibitbecome effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

Section 10.11    Entire Agreement. This Agreement (including the Exhibits and Schedules hereto), constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof. Except for the provisions of (a) Articles II and III (including, for the avoidance of doubt, the rights of the former holders of Company Common Stock to receive the Merger Consideration), and (b) Section 6.3 (which from and after the Effective Time are intended for the benefit of, and shall be enforceable by, the Persons referred to therein and by their respective heirs and representatives), no provision of this Agreement or any other agreement contemplated hereby is intended to confer on any Person other than the parties hereto from raising other defenses to a claimany rights or remedies.

Section 10.12    Captions. The captions herein are included for specific performance or other equitable relief under this Agreement). Each party further agrees that no partyconvenience of reference only and shall be required to obtain, furnishignored in the construction or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.9, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.interpretation hereof.

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Section 9.10 Notices. All notices and other communications hereunder must be in writing and will be deemed duly given if delivered personally or by email transmission, or mailed through a nationally recognized overnight courier, postage prepaid, to the parties at the following addresses (or at such other address for a party as specified by like notice, provided, however, that notices of a change of address will be effective only upon receipt thereof):

If to Parent, Holdings or Merger Sub, to:

Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, CA 94583

Attention: Mary A. Francis, Corporate Secretary and Chief Governance Officer

Email:      MFrancis@chevron.com

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

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Attention: Ryan J. Maierson

                  Kevin M. Richardson

Email:        ryan.maierson@lw.com

                  kevin.richardson@lw.com

If to the Partnership or the General Partner, to:

Noble Midstream GP LLC

1001 Noble Energy Way

Houston, Texas 77070

Attention: Secretary

Email:      Aaron.Carlson@nblenergy.com

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

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002

Attention: Joshua Davidson

                  Laura Katherine Mann

Email:       joshua.davidson@bakerbotts.com

                  laurakatherine.mann@bakerbotts.com

Notices will be deemed to have been received on the date of receipt if (a) delivered by hand or nationally recognized overnight courier service or (b) upon receipt of an appropriate confirmation by the recipient when so delivered by email (to such email specified or another email or emails as such person may subsequently designate by notice given hereunder only if followed by overnight or hand delivery).

Section 9.1110.13    Severability. If any term, provision, covenant or other provisionrestriction of this Agreement is determinedheld by a court of competent jurisdiction or other authority to be invalid, illegalvoid or incapableunenforceable, the remainder of being enforced by any rule of law or public policy, all otherthe terms, provisions, covenants and conditionsrestrictions of this Agreement shall nevertheless remain in full force and effect.effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 10.14    Interpretation. Unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, words denoting any gender shall include all genders, and words denoting natural persons shall include corporations, limited liability companies and partnerships and vice versa. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article, Section, Exhibit or Schedule, as applicable, of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “the date hereof”, “the date of this Agreement” and words of similar import mean the day and year first set forth above in the preamble to this Agreement. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.” References to “days” shall mean “calendar days” unless expressly stated otherwise. When used in this Agreement, “Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which commercial banks in New York City or the Secretary of State of the State of Delaware is authorized or required by law to be closed or (iii) any day on which the SEC’s Electronic Data Gathering and Retrieval system is not open to accept filings. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Except with respect to any disclosure in the Company Disclosure Schedules or Parent Disclosure Schedules, any contract referred to herein means such contract, instrument or law as from time to time amended, modified or supplemented. References to any statute shall be deemed to refer to such statute and any rules or regulations promulgated thereunder. References to a person are also to its permitted by applicable Lawssuccessors and assigns. The words “provided to”, “delivered” or “made available” and words of similar import refer to documents which were delivered in an acceptable mannerperson or electronically to the end thatother party or its representatives prior to the execution of this Agreement or, prior to 5:00 p.m. (New York City time) on the calendar day immediately preceding the date of this Agreement, posted to the data site maintained by the disclosing party or its representatives in connection with the transactions contemplated hereby (provided that, in the case of delivery via such data site, the other party had access to such documents in such data site and such documents were not removed from such data site prior to the execution hereof) and, for the avoidance of doubt, includes any documents filed or furnished by the disclosing party or its Subsidiaries with the SEC and publicly available on the SEC’s Electronic Data Gathering and Retrieval system as an exhibit after December 31, 2020 and prior to the date that was three calendar days prior to the execution of this Agreement. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement are fulfilled tomust be construed as if it is drafted by all the extent possible.

Section 9.12 Non-Recourse. No past, presentparties, and no presumption or future director, officer, employee, incorporator, member, partner, equityholder, agent, attorney, financing source, Representativeburden of proof shall arise favoring or Affiliate ofdisfavoring any party hereto orby virtue of authorship of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort or otherwise) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated by this Agreement; provided, however, that nothing in this Section 9.12 shall limit any liability of the parties to this Agreement for breaches of the terms and conditionsprovisions of this Agreement.

[[Signature pages follow.Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and deliveredby their respective authorized officers as of the dateday and year first above written.

 

PARENT:
CHEVRON CORPORATION
By: 

/s/ Pierre R. BreberMichael K. Wirth

Name: Pierre R. BreberMichael K. Wirth
Title: Vice President and Chief FinancialExecutive Officer

Signature Page to Agreement and Plan of Merger

HOLDINGS:
CADMIUM HOLDINGSBRONCO MERGER SUB INC.
By: 

/s/ Nicholas J. WallaceKimberly McHugh

Name: Nicholas J. WallaceKimberly McHugh
Title: President

[Signature Page to Agreement and Plan of MergerMerger]


MERGER SUB:
CADMIUM MERGER SUB LLC

PDC ENERGY, INC.

By: 

/s/ Nicholas J. WallaceBarton Brookman

Name: Nicholas J. WallaceBarton Brookman
Title: President and Chief Executive Officer

[Signature Page to Agreement and Plan of MergerMerger]

PARTNERSHIP:
NOBLE MIDSTREAM PARTNERS LP
By:Noble Midstream GP LLC,
its general partner
By:

/s/ Kari H. Endries

Name:Kari H. Endries
Title:Assistant Secretary

Signature Page to Agreement and Plan of Merger

GENERAL PARTNER:
NOBLE MIDSTREAM GP LLC
By:

/s/ Kari H. Endries

Name:Kari H. Endries
Title:Assistant Secretary

Signature Page to Agreement and Plan of Merger


ANNEXAnnex B

OPINION OF JANNEY MONTGOMERY SCOTT LLC

[See attached.]

LOGO


JANNEY MONTGOMERY SCOTTLLCMay 21, 2023

INVESTMENT BANKING

Established 1832

March 4, 2021

Conflicts Committee of theThe Board of Directors

Noble Midstream GP LLCPDC Energy, Inc.

1001 Noble Energy Way1099 18th Street, Suite 1500

Houston, Texas 77070Denver, Colorado 80202

Conflicts CommitteeMembers of the Board of Directors:

Noble Midstream Partners LP,You have requested our opinion as to the fairness, from a Delaware limited partnership (“NBLX”financial point of view, to the holders of common stock, par value $0.01 per share (the “Company Common Stock”), proposesof PDC Energy, Inc. (the “Company”) of the Consideration (as defined below) to enter into anbe paid to such holders in the proposed merger (the “Transaction”) of the Company with a wholly-owned subsidiary of Chevron Corporation (the “Acquiror”). Pursuant to the Agreement and Plan of Merger (the “Agreement”) by and among Chevron Corporation, a Delaware corporation (“Chevron”), Cadmium Holdings Inc., a Delaware corporationthe Company, the Acquiror and wholly ownedits wholly-owned subsidiary, of Chevron (“Holdings”), CadmiumBronco Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Holdings (the “MergerInc. (“Merger Sub”), NBLX, and Noble Midstream GP LLC, a Delaware limited liability company and the general partner of NBLX (the “General Partner”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. Pursuant to the Agreement, among other things, Merger Sub will merge with and into NBLX,the Company with NBLXthe Company surviving the merger, inTransaction as a transaction (the “Transaction”) in which each outstanding common unit representing limited partner interests in NBLX (the “NBLX Common Units”) (other than any NBLX Common Units owned by Chevron and its subsidiaries, including NBL Midstream, LLC, a Delaware limited liability company and an indirect, wholly ownedwholly-owned subsidiary of Chevron,the Acquiror, and each share of Company Common Stock issued and outstanding immediately prior to the Effective Time)effective time of the Transaction, other than shares of Company Common Stock that are owned directly by the Acquiror, Merger Sub or the Company (except for any shares of Company Common Stock held in trust or otherwise set aside from shares of Company Common Stock held in the Company’s treasury pursuant to a Company Benefit Plan (as defined in the Agreement)), will be converted into the right to receive 0.1393 shares0.4638 of a validly issued, fully paid and non-assessable share (the “Exchange Ratio”“Consideration”) of the Acquiror’s common stock, par value $0.75 per share of Chevron (the “Chevron“Acquiror Common Shares”Stock”).

In connection with your considerationpreparing our opinion, we have (i) reviewed a draft dated May 21, 2023 of the Agreement; (ii) reviewed certain publicly available business and financial information concerning the Company and the industries in which it operates; (iii) compared the proposed financial terms of the Transaction you (solely in your capacitywith the publicly available financial terms of certain transactions involving companies we deemed relevant and the consideration paid for such companies; (iv) compared the financial and operating performance of the Company with publicly available information concerning certain other companies we deemed relevant and reviewed the current and historical market prices of the Company Common Stock and the Acquiror Common Stock and certain publicly traded securities of such other companies; (v) reviewed certain internal financial analyses and forecasts prepared by the management of the Company relating to its business (including the financial projections identified to us by the Company as the “Management Outlook + LT $55 Flat Case,” the “Management Outlook + LT $70 Flat Case,” the “Strip Case” and the “Consensus Case”); and (vi) performed such other financial studies and analyses and considered such other information as we deemed appropriate for the purposes of this opinion.

In addition, we have held discussions with certain members of the Conflicts Committeemanagement of the Company and the Acquiror with respect to certain aspects of the Transaction, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters we believed necessary or appropriate to our inquiry.    

In giving our opinion, we have relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with us by the Company and the Acquiror or otherwise reviewed by or for us. We have not independently verified any such information or its accuracy or completeness and, pursuant to our engagement letter with the Company, we did not assume any obligation to undertake any such independent verification. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of the Company or the Acquiror under any state or

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federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to us or derived therefrom, we have assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. For purposes of our opinion and financial analyses, the Company’s Board of Directors directed us to apply a 20% weighting to the results of our financial analyses using the “Management Outlook + LT $55 Flat Case,” and a 40% weighting to each of the General Partner (the “Committee”)) have askedresults of our financial analyses using the “Management Outlook + LT $70 Flat Case” and the “Strip Case” and to use such weighted results for purposes of our opinion as of the date hereof,and financial analyses. We express no view as to such analyses or forecasts or the fairness, from a financial point of view,assumptions on which they were based or as to NBLXsuch weightings or directions. We have also assumed that the Transaction and the holders of NBLX Common Units (other thanother transactions contemplated by the General Partner, Chevron and their respective affiliates) (the “Unaffiliated Unitholders”), of the Exchange Ratio set forth in the Agreement. We have only opined on the fairness of the Exchange Ratio set forth in the Agreement from a financial point of view, to NBLX and the Unaffiliated Unitholders. You have not asked us to express, and we are not expressing, any opinion with respect to any of the other financial or non-financial terms, conditions, determinations or actions with respect to the Transaction.

Our opinion does not address, among other things, (i) the relative merits of the Transaction as compared to other business strategies or transactions that might be available to NBLX, (ii) the underlying business decision of NBLX or any other party to proceed with or effect the Transaction or (iii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transaction or otherwise (other than the Exchange Ratio to the extent expressly specified herein). At your direction, we have not been asked to, nor do we, offer any opinion as to the terms, other than the Exchange Ratio to the extent expressly specified herein, of the Agreement or the structure of the Transaction. In rendering this opinion, we have assumed, with

your consent and without independent verification, that (i) the final executed form of the Agreement will not differ in any material respect from the draft dated March 4, 2021 that we have reviewed, (ii) the parties thereto will comply with all material terms of the Agreement, (iii) the Transaction will be consummated in accordance with the terms of the Agreement without any waiver or amendment of any material term or condition thereof, (iv) the Transaction will have the tax consequences described in discussions with, and materials furnished to us by, managementrepresentatives of the General Partner,Company, and (v)will be consummated as described in the Exchange RatioAgreement, and that the definitive Agreement will not be adjusteddiffer in accordance withany material respects from the Agreement or otherwise.draft thereof furnished to us. We have also assumed that the representations and warranties made by the Company and the Acquiror and Merger Sub in the Agreement and the related agreements are and will be true and correct in all respects material to our analysis. We are not legal, regulatory or tax experts and have relied on the assessments made by advisors to the Company with respect to such issues. We have further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any material delay or adverse effect on NBLXthe Company or on the contemplated benefits of the Transaction.

In rendering ourOur opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion and that we do not have made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances. In that connection, and subjectany obligation to update, revise, or reaffirm this opinion. Our opinion is limited to the various assumptions, qualifications and limitations set forth herein, we have, among other things:

(a)        reviewed certain publicly available information such as annual reports, quarterly reports and other filings of NBLX and Chevron with the U.S. Securities and Exchange Commission;

(b)        reviewed the historical financial performance, current financial position and general prospects of NBLX and Chevron;

(c)        reviewed certain internal financial and operating information with respect to the business, operations and general prospects of NBLX, including certain financial forecasts prepared by the management of the General Partner;

(d)        discussed the historical financial performance, current financial position and general prospects of NBLX and Chevron with members of the senior management team of the General Partner and Chevron;

(e)        reviewed the draft Agreement, dated March 4, 2021 to the extent applicable to our analysis;

(f)        reviewed certain presentations to the Committee from the management of the General Partner and Chevron;

(g)        reviewed the current and historical price ranges and trading activity of the NBLX Common Units and the Chevron Common Shares;

(h)        to the extent deemed relevant, analyzed information of certain selected publicly traded companies and compared NBLX and Chevronfairness, from a financial point of view, of the Consideration to these other companies;

(i)be paid to the extent deemed relevant, analyzed information of certain other selected transactions and compared the Transaction from a financial point of view to these other transactions to the extent information concerning such transactions was available;

(j)        discussed with the Board of Directors and certain members of senior managementholders of the General PartnerCompany Common Stock in the strategic aspects of theproposed Transaction including, but not limited to, past and current business operations, financial condition and prospects (including their views on the risks and uncertainties of achieving their forecasts); and

(k)        performed such other analyses and examinations and considered such other information, studies, analyses and inquiries as we deemed necessary.

In performing our review, we have relied upon the accuracy and completeness of all of the financial and other information that was available to us from public sources, that was provided to us by the General Partner and its representatives or that was otherwise reviewed by us and have assumed such accuracy and completeness for purposes of rendering this opinion. We have further relied on the assurances of management of the General Partner that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. We have not been asked to and have not undertaken any independent verification of any of such information and we do not assume any responsibility or liability for the accuracy or completeness thereof. For purposes of this opinion, we have not been requested to, and did not, make an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of NBLX or any of its affiliates or subsidiaries and we have not been furnished with any such evaluation or appraisal. We have not made any physical inspection of the properties or assets of NBLX. With respect to the financial forecasts prepared by the management of the General Partner, such management has confirmed that they have been prepared in good faith and reflect the best currently available estimates and judgments of such management of the future financial performance of NBLX. We have assumed such financial projections will be achieved and express no opinion or view as to such financial projections or the assumptions on which they are based or whether iffairness of any consideration to be paid in connection with the Transaction were not consummated that performanceto the holders of NBLX would be consistent with such forecasts. We have assumed in all respects material to our analysis that allany other class of securities, creditors or other constituencies of the representations and warranties containedCompany or as to the underlying decision by the Company to engage in the Agreement and all related agreements are true and correct, that each party to such agreements will perform all of the covenants required to be performed by such party under such agreements, that the conditions precedent to the Agreement are not waived and that the Transaction will be consummated in a timely manner in accordance with the terms described in the Agreement in the form provided to us without any amendments or modifications thereto.

WeTransaction. Furthermore, we express no opinion with respect to the termsamount or nature of any financing obtained,compensation to any officers, directors, or employees of any party to be obtained, by Chevron or NBLX in connection with or following the Transaction, or any class of such financing’s impact on NBLX or Chevron, its financial condition, results of operations or cash flows orpersons relative to the price or trading rangeConsideration to be paid to the holders of the NBLXCompany Common UnitsStock in the Transaction or with respect to the Chevron Common Shares. Furthermore, we expressfairness of any such compensation. We are expressing no opinion herein as to the price or trading range at which NBLX’sthe Company Common Stock or Chevron’s securitiesthe Acquiror Common Stock will trade following the date hereof or asat any future time.

We note that we were not authorized to and did not solicit any expressions of interest from any other parties with respect to the effectsale of all or any part of the Transaction on such price or trading range,Company or any earnings or ownership dilutive impact that may result from future issuances of securities by NBLX or Chevron. Such price and trading range may be affected by a number of factors, including but not limited to (i) dispositions of securities of NBLX or Chevron within a short period of time after, or other market effects resulting from, the announcement and/or effective date of the Transaction; (ii) changes in prevailing interest rates and other factors which generally influence the price of securities; (iii) adverse changes in the current capital markets; (iv) the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of NBLX or Chevron or in the related industry; (v) other transactions or strategic initiatives that NBLX or Chevron may enter into prior to, concurrent with, or subsequent to, the Transaction; (vi) changes in commodity prices; (vii) any necessary actions by, or restrictions of, federal, state or other governmental agencies or regulatory authorities; and (viii) timely completion of the Transaction on terms and conditions that are acceptable to all parties at interest. Additionally, as you are aware, the financial and stock markets have been experiencing unusual volatility, and we express no opinion or view as to any potential effects of such volatility on the Transaction, NBLX or Chevron, and our opinion does not purport to address potential developments in any such markets.

alternative transaction.

In each case, we have made the assumptions and taken the actions or inactions described above with the knowledge and consent of the Committee.

We, based on our experience and professional judgment, made qualitative conclusions as to the relevance and significance of each analysis and factor considered by us. Therefore, our analysis must be considered as a whole. Considering any portion of the various analyses and factors reviewed, without bearing in mind all analyses, could create a misleading or incomplete view of the process underlying our opinion.

Janney Montgomery Scott LLC, as part of its investment banking business, is engaged in the valuation of companies and their securities in connection with mergers and acquisitions. We have acted as financial advisor to the Committee in connection with the Transaction, and have participated in certain of the negotiationsCompany with respect thereto,to the proposed Transaction and will receive a fee from the Company for our services, one halfa substantial portion of which will become payable only if the proposed Transaction is payable upon substantial completion of certain services to be performed in connection with our provision of advisory services andconsummated. In addition, the second half of which is contingent upon the successful completion of the Transaction. We will also receive a fee for rendering this opinion (which fee is not contingent on the successful completion of the Transaction or the conclusions expressed herein). The CommitteeCompany has agreed to reimburse certain of our expenses and to indemnify us for certain liabilities arising out of our engagementengagement. During the two years preceding the date of this letter, we and our affiliates have had commercial or investment banking relationships with the Company, for which we and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and joint lead bookrunner on a credit facility that closed in November 2021. In addition, our commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the Company, for which it receives customary compensation or other financial benefits. During the two years preceding the date of this letter, we and our affiliates have had commercial or investment banking relationships with the Acquiror, for which we and such affiliates have received customary compensation. Such services during such period have included acting as financial advisor to a subsidiary of the CommitteeAcquiror on a sale transaction in August 2021, acting as joint dealer manager on a bond tender for the Acquiror in October 2021, acting as joint lead arranger and rendering this opinion. We arejoint lead bookrunner for a full service securities firm. As such,revolving credit facility of a subsidiary of the Acquiror in December 2021, acting as joint lead arranger and joint lead bookrunner for a revolving credit facility for a subsidiary of the Acquiror in December 2021 and acting as joint lead arranger for a term loan for a subsidiary of the Acquiror in November 2022. In

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addition, we and our affiliates hold, on a proprietary basis, less than 1% of each of the Company Common Stock and the Acquiror Common Stock. In the ordinary course of our business,businesses, we and our affiliates may from time to time provide investment banking, advisory, brokerageactively trade the debt and other services to clients that may be competitorsequity securities or suppliers to, or customers or security holders of, NBLX, Chevron, the General Partnerfinancial instruments (including derivatives, bank loans or other parties toobligations) of the Transaction, or that may otherwise participate or be involved in the same or a similar business or industry as NBLX, ChevronCompany or the General Partner or other parties to the Transaction or may from time to time have a long or short position in, and buy or sell, debt or equity securities of NBLX or ChevronAcquiror for our own account or for the accounts of customers. Except as described herein, there are no other material relationships that existed during the two years prior to the date hereofcustomers and, accordingly, we may at any time hold long or that are mutually understood to be contemplatedshort positions in which any compensation was received or is intended to be received as a result of the relationship between us and any party to the Transaction. We may provide investment banking services to NBLX, Chevron, the General Partner or their affiliates in the future, for which we would seek customary compensation.

Our conclusion is rendered on the basis of market, economic and other conditions prevailing as of the date hereof and on the conditions and prospects, financial and otherwise, of NBLX and Chevron, as they exist and are known to us on the date hereof, and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our opinion is furnished solely for the use and benefit of the Committee in connection with its consideration of the Transaction, and does not constitute a recommendation as to the advisability of the Transaction. Our opinion is directed only to the fairness, from a financial point of view, to NBLX and the Unaffiliated Unitholders, of the Exchange Ratio set forth in the Agreement, and does not address the fairness of the Transaction to, or any consideration received in connection therewith by, or the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of NBLX, or class of such persons, whether relative to the Exchange Ratio or otherwise. We are not expressing any opinion as to the impact of the Transaction on the solvency or viability of NBLX, any of the other parties to the Agreement or their ability to pay their debts when they become due. This opinion should not be construed as creating any fiduciary duty on our part to any party. Except as permitted under the terms of the engagement letter dated February 18, 2021, this opinion shall not be reproduced, disseminated, quoted or referred to without Janney’s prior written

consent, such consent to not be unreasonably withheld, delayed or conditioned; provided, that this opinion may be reproduced in any public document relating to the Transaction filed with the Securities and Exchange Commission (each such document, a “Filing”), so long as this opinion is reproduced in such Filing in its entirety and any description of or reference to Janney Montgomery Scott LLC, and the summary of such opinion and the analysis underlying the opinion included in such Filing, is required to be included in such Filing by applicable securities or other laws and regulations and is in form and substance reasonably acceptable to Janney and Janney’s legal counsel, which acceptance will not be unreasonably withheld, delayed or condition. Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It is assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, we have relied, with your consent, on the assessments by the Committee and its advisers, as to all legal, regulatory, accounting, insurance and tax matters with respect to NBLX, the Committee and the Transaction. This opinion has been approved by our fairness opinion committee, none of the members of which are involved in providing financial advisory services on our behalf to the Committee in connection with the Transaction.instruments.

On the basis of and subject to the foregoing, including the various assumptions, qualifications and limitations set forth herein, we are of theit is our opinion that, as of the date hereof that the Exchange Ratio set forthConsideration to be paid to the holders of the Company Common Stock in the Agreementproposed Transaction is fair, from a financial point of view, to NBLXsuch holders.

The issuance of this opinion has been approved by a fairness opinion committee of J.P. Morgan Securities LLC. This letter is provided to the Board of Directors of the Company (in its capacity as such) in connection with and for the Unaffiliated Unitholders.purposes of its evaluation of the Transaction. This opinion does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the Transaction or any other matter. This opinion may not be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval. This opinion may be reproduced in full in any proxy or information statement mailed to shareholders of the Company but may not otherwise be disclosed publicly in any manner without our prior written approval.

Very truly yours,

/s/ JANNEY MONTGOMERY SCOTTJ.P. MORGAN SECURITIES LLC

JANNEY MONTGOMERY SCOTT

LOGO

J.P. Morgan Securities LLC

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of OfficersDirectors and Directors.Officers

Section 145(a)145 of the DGCL provides that a corporation may indemnifypermits the indemnification of any person who wasagainst expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (other than judgments, fines and amounts paid in settlement in an action or issuit by or in the right of the corporation to procure a partyjudgment in its favor) actually and reasonably incurred by him or is threatened to be made a party toher in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation)which such person is made a party by reason of the fact that the person ishis or washer being or having been a director, officer, employee or agent of the corporation, or isserving or was servinghaving served, at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, againstin terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred byincurred) arising under the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believedSecurities Act. The statute provides that indemnification pursuant to be in orits provisions is not opposed to the best interestsexclusive of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The terminationother rights of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 145(b) of the DGCL states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145(d) of the DGCL states that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 145(f) of the DGCL states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw,by-law, agreement,

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vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacityotherwise.

Both Article VIII of Chevron’s certificate of incorporation and as to action in another capacity while holding such office.

Section 145(g)Article VIII of the DGCL provides that a corporation shall have the power to purchaseChevron’s By-Laws provide for indemnification of its directors, officers, employees and maintain insurance on behalf ofother agents and any person who isserving or was a director, officer, employee or agent of the corporation, or is or was servinghaving served, at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Section 145.

Section 145(j) of the DGCL states that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

In addition, Section 102(b)(7) of the DGCL permits Delaware corporations to include a provision in their certificates of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for unlawful payment of dividends or unlawful stock purchases or redemptions; or (iv) for any transactions from which the director derived an improper personal benefit. Chevron’s Charter includes such a provision.

Chevron’s Bylaws also provide that any present or former director or officer of Chevron, or any person who, while serving as a director or officer of Chevron, is or was serving at the request of Chevron as a director, officer, manager, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other organization or enterprise, including serviceto the fullest extent permitted by law.

As permitted by section 102 of DGCL, Chevron’s certificate of incorporation eliminates the liability of a Chevron director for monetary damages to Chevron and its stockholders for any breach of the director’s fiduciary duty, except for liability under section 174 of the DGCL or liability for any breach of the director’s duty of loyalty to Chevron or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transaction from which the director derived an improper personal benefit.

The directors and officers of Chevron are covered by policies of insurance under which they are insured, within limits and subject to limitations, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, in which they are parties by reason of being or having been directors or officers; Chevron is similarly insured with respect to employee benefit plans maintainedcertain payments it might be required to make to its directors or sponsoredofficers or directors or officers of its subsidiaries under the applicable statutes and Chevron’s certificate of incorporation and by-law provisions.

Item 21. Exhibits and Financial Statement Schedules

The exhibits listed below in the “Exhibit Index” are part of the registration statement and are numbered in accordance with Item 601 of Regulation S-K.

The exhibits contain representations, warranties and covenants that were made by Chevron, shall be indemnified by Chevronthe parties to the applicable agreement only for purposes of such agreement and as of rightspecific dates; were made solely for the benefit of the contracting parties; may be subject to the full extent permittedlimitations agreed upon by the DGCL againstcontracting parties, including being qualified by any liability, cost or expense asserted against and incurred byapplicable confidential disclosures exchanged between such person by reasonparties in connection with the execution of his or her servingsuch agreement (which disclosures may include information that has been included in such capacity. This rightparties’ public disclosures, as well as additional non-public information); may have been made for the purposes of allocating contractual risk between the contracting parties instead of establishing these matters as facts; and may be subject to indemnification includesstandards of materiality applicable to such parties that differ from those applicable to investors. Additionally, the rightrepresentations, warranties, covenants, conditions and other terms of such agreements may be

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subject to be paidsubsequent waiver or modification. For the expenses incurred in defendingforegoing reasons, one should not rely on the representations, warranties and covenants or any action, suit or proceeding in advance of its final disposition. Chevron also maintains policies of directors’ and officers’ liability insurance which insures its directors against the cost of defense, settlement or payment of a judgment under certain circumstances.

The Merger Agreement provides that Chevron and NBLX (as the surviving entitydescriptions thereof as characterizations of the Merger) will honoractual state of facts or condition of the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the organizational documents of NBLX and the General Partner immediately prior to the Effective Time and ensure that the organizational documents of NBLX and the General Partnercontracting parties or any of their respective successorssubsidiaries or assigns, if applicable, will,affiliates, which are disclosed in the other information provided elsewhere in the registration statement or incorporated by reference herein.

Chevron and PDC acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, they are responsible for a periodconsidering whether additional specific disclosures of six years following the Effective Time, containmaterial information regarding material contractual provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of NBLX and the General Partner than are presently set forth in such organizational documents. In addition, NBLX, as the surviving entity, or Chevron on behalf of NBLX as the surviving entity, will maintain in effect for six years from the Effective Time NBLX’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to such indemnified persons, provided that in no event will NBLX as the surviving entity or Chevron, as applicable, be required to expend more than an amount per year equal to 300% of current annual premiums paid by NBLX for such insurance.make the statements in the registration statement not misleading. Additional information about Chevron and PDC may be found elsewhere in the registration statement and Chevron’s and PDC’s other public filings, which are available without charge through the SEC’s website at www.sec.gov. See “Where You Can Find More Information” beginning on page 118.

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Item 21. Exhibits and Financial Statement Schedules.

(a)Exhibits. The following is a list of exhibits filed as part of this information statement/prospectus.Exhibit Index

 

Exhibit
Number

  

Description

2.1
2.1†  Agreement and Plan of Merger, dated as of March  4, 2021,May 21, 2023, by and among Chevron Corporation, Cadmium Holdings Inc., CadmiumBronco Merger Sub LLC, Noble Midstream Partners LPInc. and Noble Midstream GP LLCPDC Energy, Inc. (included as Annex A to the informationproxy statement/prospectus contained in this registration statement).†
3.1  Restated Certificate of Incorporation of Chevron Corporation, dated May  30, 2008, filed as Exhibit 3.1 to Chevron Corporation’s Quarterly Report on Form 10-Q for the periodquarter ended June 30, 2008, (File No.  001-00368)and incorporated herein by referencereference.
3.2  By-LawsBy-laws of Chevron Corporation, as amended and restated on September  30, 2020,December  7, 2022, filed as Exhibit 3.13.2 to Chevron Corporation’s Current Report on Form 8-K dated October 2, 2020 (File No.  001-00368)filed December 7, 2022, and incorporated herein by referencereference.
5.1
5.1*  Opinion of LathamPaul, Weiss, Rifkind, Wharton & WatkinsGarrison LLP as to theregarding legality of the securitiesChevron common stock being registeredregistered.
8.1Opinion of Wachtell, Lipton, Rosen & Katz regarding certain U.S. federal income tax matters.
21.1  Subsidiaries of Chevron Corporation filed as Exhibit 21.1 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020,2022, and incorporated herein by referencereference.
23.1
23.1*  Consent of LathamPaul, Weiss, Rifkind, Wharton & WatkinsGarrison LLP (contained in Exhibit 5.1 hereto)5.1).
23.2  Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Chevron CorporationCorporation.
23.3  Consent of PricewaterhouseCoopers LLP, for Tengizchevroil LLP
23.4Consent of KPMG LLP, independent registered public accounting firm of Noble Midstream Partners LPPDC Energy, Inc.
23.5
23.4  Consent of Netherland, Sewell & Associates, Inc., independent petroleum consultants to PDC Energy, Inc.
24.1
23.5Consent of Ryder Scott Company, L.P., Petroleum Consultants, independent petroleum consultants to PDC Energy, Inc.
23.6Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 8.1).
24.1*  Powers of Attorney for directors and certain officers of Chevron Corporation, authorizing, among other things, the signing of registration statements on their behalfbehalf.
99.1  Form of Proxy Card of PDC Energy, Inc.
99.2Consent of Janney Montgomery Scott LLCJ.P. Morgan Securities LLC.
107*Filing Fee Table.

(b) Financial Statement Schedules. Financial statement schedules are omitted because they are not required or the required information is shown in the consolidated financial statements or the notes thereto incorporated by reference in the information statement/prospectus that forms a part of this registration statement.

Schedules have been omitted pursuant to Item 601(b)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

*

Previously filed.

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(c) Opinions. The opinion of Janney Montgomery Scott LLC, financial advisor to the Conflicts Committee, is attached as Annex B to the information statement/prospectus that forms a part of this registration statement.

Item 22. Undertakings.Undertakings

 (a)    

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial, bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

(1)

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(2)

The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

            (1)    To file, during any period in which offers or sales are being made, a post-effective amendmentundertakes to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any

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deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

            (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

            (2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

            (3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

            (4)    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

            (5)    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

            (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

            (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

            (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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            (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

            (6)    That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

            (7)    That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

            (8)    That every prospectus (i) that is filed pursuant to paragraph (7) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

            (9)    To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form,Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of thisthe registration statement through the date of responding to the request.

            (10)    ToThe undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in thisthe registration statement when it became effective.

 (b)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on March 22, 2021.June 28, 2023.

 

CHEVRON CORPORATION
By: 

/s/ M.K.Michael K. Wirth

Name: Michael K. Wirth
Title: Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statementamendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on March 22, 2021.June 28, 2023.

 

Principal Executive Officer (and Director)

  Directors

/s/ M.K.Michael K. Wirth

  

*

Michael K. Wirth

Wanda M. Austin

Chairman of the Board and Chief Executive Officer

  Wanda M. Austin
  

*

John B. Frank

Principal Financial Officer  John B. Frank

/s/ Pierre R. Breber

  

*

Pierre R. Breber

Vice President and Chief Financial Officer

  Alice P. Gast
Vice President and Chief Financial Officer
Principal Accounting Officer  

*

Enrique Hernandez, Jr.

/s/ Alana K. Knowles

  

*

Principal Accounting Officer

Alana K. Knowles

Vice President and Controller

  Marillyn A. Hewson
/s/    David A. Inchausti   

*

David A. Inchausti

Vice President and Controller

Jon M. Huntsman Jr.

   

*

Charles W. Moorman

   

*

Dambisa F. Moyo

Charles W. Moorman IV

   

*

Debra Reed-Klages

   Dambisa F. Moyo

*

*D. James Umpleby III

Debra Reed-Klages

*

Ronald D. Sugar
*By   

/s/ Mary A. Francis

*

Mary A. Francis

Attorney-In-Fact

  

D. James Umpleby III*

Cynthia J. Warner

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