The Merger Agreement contains customary representations and warranties from the parties, and each party has
agreed to customary covenants, including, among others, covenants relating to (i) the conduct of business during the interim period between the execution of the Merger Agreement and the effective time of the Merger and (ii) the obligation
to use reasonable best efforts to cause the Merger to be consummated.
Completion of the Merger is subject to certain customary conditions, including,
among others: (i) approval of the Merger Agreement by holders of a majority of the outstanding Common Units, which was obtained on March 4, 2021; (ii) there being no law or injunction prohibiting consummation of the transactions
contemplated under the Merger Agreement; (iii) the effectiveness of a registration statement on Form S-4 relating to the issuance of Chevron Common Stock pursuant to the Merger Agreement;
(iv) approval for listing on the New York Stock Exchange of the shares of Chevron Common Stock issuable pursuant to the Merger Agreement; (v) subject to specified materiality standards, the accuracy of certain representations and
warranties of the parties; and (vi) compliance by the respective parties in all material respects with their respective covenants.
The Merger
Agreement provides for certain termination rights for both Chevron and the Issuer, including in the event that (i) the parties agree by mutual written consent to terminate the Merger Agreement, (ii) the Merger is not consummated by
September 4, 2021 or (iii) a law or injunction prohibiting the consummation of the transactions contemplated by the Merger Agreement is in effect and has become final and non-appealable. The Merger
Agreement provides that upon termination of the Merger Agreement, under certain circumstances, (i) the Issuer will be obligated to reimburse Chevron for its expenses and (ii) Chevron will be obligated to reimburse the Issuer for its
expenses, in each case, in an amount not to exceed $3.5 million.
Concurrently with the execution of the Merger Agreement, NBL Midstream, LLC, a
Delaware limited liability company and an indirect, wholly owned subsidiary of Chevron (NBL) delivered its written consent covering all of the Common Units beneficially owned by it (the Covered Units) approving the Merger
Agreement and the transactions contemplated thereby, including the Merger (the Written Consent). The Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, without
the receipt of written consents from any other holder of Common Units.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit I to this Amendment No. 2 and incorporated herein by reference into
this Item 4. The Merger Agreement is incorporated herein by reference to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual or financial information about Chevron, the Issuer,
the other parties to the Merger Agreement or any of their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates;
were solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the
parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the
representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Chevron, the Issuer, the other parties to the Merger Agreement or any of their respective subsidiaries and
affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures
by Chevron and the Issuer. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the companies and the Merger that will be contained in, or incorporated by reference into, the
information statement/prospectus that the parties will be filing in connection with the Merger, as well as in the other filings that each of Chevron and the Issuer make with the SEC.