合并协议或收购APA股权证券预期的交易（包括与该APA权益证券有关的衍生证券），在每种情况下，受《交易法》第16（a）节关于催缴的报告要求约束的每名高级职员或董事将根据规则16 b豁免-根据《交易法》，APA将采取与上述意图一致的所有商业上合理的行动。
现有债务的处理
Prior to or substantially concurrently with the closing date, Callon will, as reasonably requested by APA in writing delivered at least ten
(10) business days prior to any minimum required notice deadline in the applicable agreement, (i) deliver (or cause to be delivered) notices of the payoff, prepayment, discharge, and termination of any outstanding indebtedness or
obligations of Callon and each applicable Callon subsidiary as required under Callon Credit Agreement (the amounts outstanding under Callon Credit Agreement, the “Callon Indebtedness Payoff Amount”); provided, that any such
notices will be required only if expressly conditioned upon the closing, and (ii) take all other actions within its reasonable control and reasonably required to facilitate the repayment of Callon Indebtedness Payoff Amount, including the
termination of the commitments under Callon Credit Agreement, in each case, substantially concurrently with the Effective Time. At least one (1) business day prior to the closing date, Callon will deliver to APA an executed payoff letter with
respect to Callon Credit Agreement (the “Payoff Letter”), in a form and substance reasonably acceptable to APA and subject to customary conditions. The Payoff Letter will (i) confirm the aggregate outstanding amount required to be
paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs, or any other outstanding and unpaid indebtedness under the Callon Credit Agreement , as applicable, as of the anticipated date of closing (and the daily
accrual of interest thereafter), (ii) contain payment instructions, and (iii) evidence the satisfaction, release, and discharge of the indebtedness under Callon Credit Agreement, as applicable. APA must (x) irrevocably pay off, or cause to
be paid off, substantially concurrently with the Effective Time, Callon Indebtedness Payoff Amount (if any) and (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by Callon to assist
Callon in connection with its obligations the Merger Agreement. Callon must use reasonable best efforts to provide, at APA’s expense, all customary cooperation as may be reasonably requested by APA to assist APA in connection with any financing
necessary to pay amounts required under the Merger Agreement; provided, however, that (i) APA’s obligations under the Merger Agreement may in no way be subject to or conditioned upon obtaining any financing and
(ii) neither Callon or its affiliates will be required to take or permit the taking of any action pursuant to the Merger Agreement that would (A) require Callon or any of its subsidiary or any of their respective affiliates or any persons
who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of any financing, except that, if necessary to establish requisite authority or required under Callon Credit Agreement or the
applicable indenture (or the trustee thereunder) (or requested by legal counsel rendering any opinion thereunder), Callon and the applicable subsidiaries will be required to pass resolutions or consents to approve or authorize the payoff, the
prepayment, discharge, and termination of the Callon Credit Agreement, and the redemption or satisfaction and discharge of all or a portion of the outstanding aggregate principal amount of any or all of the Callon Notes, in each case, as
contemplated by the Merger Agreement, (B) require Callon or any of its subsidiaries or any of their respective affiliates or any persons who are officers or directors of such entities to enter into, execute, or deliver any certificate,
document, instrument, or agreement or agree to any change or modification of any existing certificate, document, instrument, or agreement, in each case, that would be effective prior to the Effective Time, other than any notice, certificate,
document, instrument, or agreement required to be delivered in connection with the prepayment, discharge, and termination of Callon Credit Agreement or the redemption or satisfaction and discharge of all or a portion of the outstanding aggregate
principal amount of any or all of the Callon Notes, in each case, as contemplated by the Merger Agreement; provided that such notices are conditioned on the closing, (C) cause any representation, warranty, or other provision in
the Merger Agreement to be breached by Callon, its subsidiaries, or any of their affiliates, which breach if occurring or continuing at the Effective Time would result in the failure of any of the conditions set forth in the Merger Agreement,
(D) require Callon, its subsidiaries, or any of their affiliates to (x) pay any commitment or other similar fee, (y) incur any other expense, liability, or obligation which expense, liability, or
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