Investor Presentaiton
19
Key Governance Elements of the Combined Company
The Must-Own
Permian Pure Play
Leadership
Travis Stice will continue as Chief Executive Officer and Chairman of the Board
Diamondback will remain headquartered in Midland, TX
Board of
Directors
Diamondback's Board will be expanded to 13 directors at close and consist of:
Nine directors from Diamondback's current Board (including Mr. Stice)
Four directors mutually agreed by Diamondback and Endeavor
Charles Meloy and Lance Robertson, together with two other individuals mutually agreed upon by
Diamondback and Endeavor, will be added to the Board
Post close, the Endeavor stockholder group may designate: four director nominees for so long as it holds at least 25% of
the Company's outstanding common stock, two if between 20-25%, and one if between 10-20%
Nominees will be subject to election by the Company's stockholders annually
Expected
Ownership at
Close
Transfer
Restrictions
60.5% existing Diamondback stockholders / 39.5% Endeavor stockholder group
Standstill
Voting
Registration Rights
Endeavor stockholder group subject to certain customary lockup restrictions for a period of up to 18 months
Customary standstill provisions for so long as the Endeavor stockholder group owns at least 10% of the outstanding
common stock or their designee continues to serve on the board
For so long as the Endeavor stockholder group's ownership equals or exceeds 20% of the outstanding common stock,
the Endeavor stockholder group has agreed to vote:
All shares owned by the group as recommended by the Board in relation to the election of directors
On all other matters, shares owned by the group in excess of 25% of the outstanding common stock in the same
proportion as votes cast by the Company's other stockholders
Endeavor stockholder group will have customary registration rights
DIAMONDBACK
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