Delaware
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87-0267438
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(State of incorporation)
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(IRS Employer Identification No.)
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Beth di Santo
di Santo Law PLLC
170 Christopher Street
New York, NY 10014
(212) 766-2466
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Amy R. Curtis
James R. Brown
Thompson & Knight LLP
1722 Routh Street, Suite 1500
Dallas, Texas 75201
(214) 969-1763
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Large accelerated filer
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☐
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Accelerated filer
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☐ |
Non-accelerated filer
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☒ |
Smaller reporting company
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☒ |
Emerging growth company
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☐ |
Item 16. |
Exhibits.
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Exhibit No.
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Description
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1.1**
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Form of Underwriting Agreement.
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First Amended and Restated Certificate of Incorporation of Riley Exploration Permian, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750).
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Second Amended and Restated Bylaws of Riley Exploration Permian, Inc. (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750).
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Second Amended and Restated Registration Rights Agreement dated October 7, 2020 by and among Riley Exploration – Permian, LLC, Riley Exploration Group, Inc., Yorktown Energy Partners
XI, L.P., Boomer Petroleum, LLC, Bluescape Riley Exploration Holdings LLC, Bluescape Riley Acquisition Company LLC, Bobby D. Riley, Kevin Riley and Corey Riley (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration
Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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4.2**
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Certificate of Designation of Preferred Stock
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5.1***
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Opinion of di Santo Law PLLC as to the legality of the securities being registered.
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Consent of BDO USA, LLP.
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Consent of Moss Adams LLP.
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23.3***
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Consent of Netherland, Sewell & Associates, Inc.
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Consent of LaRoche Petroleum Consultants, Ltd. (incorporated by reference to Exhibit 23.4 to the Registrant’s Registration Statement on Form S-8
filed with the Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750).
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23.5***
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Consent of di Santo Law PLLC (included in Exhibit 5.1).
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24.1***
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Power of Attorney (included as part of the signature pages to Registration Statement on Form S-3 (No. 333-255104) filed with the SEC on April 7, 2021).
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* |
Filed herewith
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** |
To be filed, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference to a Current Report on Form 8-K or other SEC filing in connection with an offering of
securities.
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*** |
Previously Filed
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Riley Exploration Permian, Inc.
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|||
By:
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/s/ Bobby D. Riley | ||
Name: Bobby D. Riley
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|||
Title: Chief Executive Officer
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Signature
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Title
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|||
/s/ Bobby D. Riley
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Chairman of the Board and Chief Executive Officer
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May 6, 2021
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Bobby D. Riley | (Principal Executive Officer) | |||
/s/ Michael J. Rugen
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Chief Financial Officer and Director
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May 6, 2021
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Michael J. Rugen
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(Principal Financial Officer and Principal Accounting Officer)
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|||
*
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Director
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May 6, 2021
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||
Bryan H. Lawrence
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||||
*
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Director
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May 6, 2021
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||
Brent Arriaga
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||||
*
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Director
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May 6, 2021
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E. Wayne Nordberg
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* By:
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/s/ Bobby D. Riley
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Bobby D. Riley
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Attorney-in-Fact
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