8-K12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 28, 2022

SITIO ROYALTIES CORP.

(Exact name of registrant as specified in its charter)

Delaware	333-267802	88-4140242
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1401 Lawrence Street, Suite 1750

Denver, CO 80202

(Address of principal executive offices, including Zip Code)

(720) 640-7620

(Registrant’s telephone number, including area code)

Snapper Merger Sub I, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	STR	New York Stock Exchange
Warrants to purchase Class A common stock	STR WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Introductory Note

Effective December 29, 2022, Sitio Royalties Corp. (formerly Snapper Merger Sub I, Inc.) (“New Sitio”) completed the previously announced Transactions (as defined below) contemplated by the Agreement and Plan of Merger, dated September 6, 2022 (the “Merger Agreement”), among STR Sub Inc. (formerly Sitio Royalties Corp.) (“Former Sitio”), Brigham Minerals, Inc., a Delaware corporation (“Brigham”), Brigham Minerals Holdings, LLC, a Delaware limited liability company (“Opco LLC”), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (“Opco LP”), New Sitio, Snapper Merger Sub IV, Inc., a Delaware corporation (“Brigham Merger Sub”), Snapper Merger Sub V, Inc., a Delaware corporation (“Sitio Merger Sub”), and Snapper Merger Sub II, LLC, a Delaware limited liability company (“Opco Merger Sub LLC”).

The Merger Agreement provides for, among other things, the acquisition of Brigham by Former Sitio in an all-stock transaction through: (i) the merger of Brigham Merger Sub with and into Brigham (the “Brigham Merger”), with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio, (ii) the merger of Sitio Merger Sub with and into Former Sitio (the “Sitio Merger”), with Former Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio, and (iii) the merger of Opco Merger Sub LLC with and into Opco LLC (the “Opco Merger,” and, together with the Brigham Merger and the Sitio Merger, the “Mergers”), with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP, in each case on the terms set forth in the Merger Agreement. On December 29, 2022, the Sitio Merger and the Brigham Merger became effective concurrently (such time as the Sitio Merger and the Brigham Merger became effective, the “First Effective Time”), and the Opco Merger became effective immediately following the First Effective Time (such time as the Opco Merger became effective, the “Second Effective Time”).

As a result of the Mergers, among other things:

(i) each share of Brigham’s Class A common stock, par value $0.01 per share (the “Brigham Class A Common Stock”), issued and outstanding immediately prior to the First Effective Time (other than Excluded Company Shares (as defined in the Merger Agreement), which were cancelled without consideration) was converted into the right to receive 1.133 shares of New Sitio’s Class A common stock, par value $0.0001 per share (the “New Sitio Class A Common Stock”);

(ii) each share of Brigham’s Class B common stock, par value $0.01 per share (the “Brigham Class B Common Stock”), issued and outstanding immediately prior to the First Effective Time (other than Excluded Company Shares (as defined in the Merger Agreement), which were cancelled without consideration, and Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive 1.133 shares of New Sitio’s Class C common stock, par value $0.0001 per share (the “New Sitio Class C Common Stock”);

(iii) each share of Former Sitio’s Class A common stock, par value $0.0001 per share (the “Former Sitio Class A Common Stock”), issued and outstanding immediately prior to the First Effective Time (other than Excluded Company Shares (as defined in the Merger Agreement), which were cancelled without consideration) was converted into the right to receive 1 share of New Sitio Class A Common Stock;

(iv) each share of Former Sitio’s Class C common stock, par value $0.0001 per share (the “Former Sitio Class C Common Stock”), issued and outstanding immediately prior to the First Effective Time (other than Excluded Company Shares (as defined in the Merger Agreement), which were cancelled without consideration, and Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive 1 share of New Sitio Class C Common Stock;

(v) each warrant exercisable for Former Sitio Class A Common Stock issued and outstanding immediately prior to the First Effective Time was automatically converted to a warrant exercisable for New Sitio Class A Common Stock which the Former Sitio Class A Common Stock issuable upon exercise of such warrant immediately prior to the First Effective Time would have been entitled to receive in the Sitio Merger in accordance with the terms of such warrant; and

(vi) each unit in Opco LLC issued and outstanding immediately prior to the Second Effective Time was converted into the right to receive 1.133 common units representing limited partnership interests in Opco LP (the “Sitio Opco Partnership Units”). On December 29, 2022, the Mergers were consummated in accordance with the Merger Agreement. Upon the consummation of the Mergers, Former Sitio changed its name from “Sitio Royalties Corp.” to “STR Sub Inc.” and New Sitio changed its name from “Snapper Merger Sub I, Inc.” to “Sitio Royalties Corp.”

The issuance of New Sitio Class A Common Stock and warrants pursuant to the Mergers was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to New Sitio’s registration statement on Form S-4 (File No. 333-267802) initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 7, 2022 (as amended, the “Consent Solicitation Statement/Proxy Statement/Prospectus”), and declared effective by the SEC on November 23, 2022. For a more detailed description of the Mergers and the Merger Agreement, please see the Consent Solicitation Statement/Proxy Statement/Prospectus.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Former Sitio’s Current Report on Form 8-K, filed with the SEC on September 9, 2022 and incorporated herein by reference.

This Current Report on Form 8-K (this “Current Report”) establishes New Sitio as the successor issuer to Former Sitio pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12g-3(d) under the Exchange Act, shares of New Sitio common stock are deemed to be registered under Section 12(b) of the Exchange Act, and New Sitio is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder. New Sitio hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement

Registration Rights Agreement

At the closing of the Mergers (the “Closing”), New Sitio entered into a registration rights agreement (the “Registration Rights Agreement”) with certain holders of Opco LLC units as of immediately prior to the Closing (who now are holders of Opco LP units pursuant to the Mergers, the “RRA Parties”). The Registration Rights Agreement grants each RRA Party certain market registration rights with respect to its registrable securities, consisting of shares of New Sitio Class A Common Stock.

The foregoing is only a brief description of the Registration Rights Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.

Warrant Assignment and Assumption

At the Closing, New Sitio, Former Sitio and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Agreement Amendment”). The Warrant Agreement Amendment amends that certain Warrant Agreement, dated as of July 20, 2017, by and between Former Sitio and Continental (the “Existing Warrant Agreement”), to provide for the assumption by New Sitio of Former Sitio’s obligations under the Existing Warrant Agreements. Pursuant to the Warrant Agreement Amendment, all Former Sitio warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Former Sitio’s Class A common stock, but instead will be exercisable for shares of New Sitio’s Class A common stock.

This summary and the information incorporated herein by reference is qualified in its entirety by reference to the text of the Warrant Agreement Amendment, which is included as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

Amendment to the Second Amended and Restated Agreement of Limited Partnership of Opco LP

In connection with the Closing, Sitio Royalties GP, LLC, a Delaware limited liability company and wholly owned subsidiary of Former Sitio, entered into an amendment (the “Sitio Opco LPA Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Opco LP (as amended, the “Sitio Opco LPA”) as the sole general partner of Opco LP. The Sitio Opco LPA Amendment provides that the references to Former Sitio in the Sitio Opco LPA is amended to refer to New Sitio, among other things.

The Sitio Opco LPA after giving effect to the Sitio Opco LPA Amendment also provides that, on the exercise by a limited partner of Opco LP to redeem Sitio Opco Partnership Units, Opco LP will be entitled to settle any such redemption by delivering to the redeeming limited partner, in lieu of shares of New Sitio Class A Common Stock, an

amount of cash equal to: (a) other than in the case of clause (b), if the New Sitio Class A Common Stock trades on a securities exchange or automated or electronic quotation system, the product of (x) the number of shares of New Sitio Class A Common Stock that would have been received in such redemption and (y) the volume-weighted average price per share of New Sitio Class A Common Stock for the five consecutive full trading days immediately prior to the delivery of the notice of redemption; (b) if the redemption is in connection with an underwritten offering to the public equity securities of New Sitio pursuant to a registration statement, the product of (x) the number of shares of New Sitio Class A Common Stock that would have been received in such redemption and (y) the price per share of New Sitio Class A Common Stock sold in such public offering (reduced by the amount of any discount associated with such share of New Sitio Class A Common Stock); or (c) if the New Sitio Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, the product of (x) the number of shares of New Sitio Class A Common Stock that would have been received in such redemption and (y) the fair market value of one share of New Sitio Class A Common Stock as determined in good faith by the general partner of Opco LP. A description of the Sitio Opco LPA is included in Former Sitio’s Current Report on Form 8-K, dated June 7, 2022. The foregoing description of the Sitio Opco LPA is a summary only and is qualified in its entirety by reference to the full text of the Sitio Opco LPA, a copy of which was filed with the SEC on June 7, 2022 as Exhibit 10.3 to Former Sitio’s Current Report on Form 8-K.

This summary and the information incorporated herein by reference is qualified in its entirety by reference to the text of the Sitio Opco LPA Amendment, which is included as Exhibit 10.4 to this Current Report and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note above is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Fourth Amendment to Amended and Restated Credit Agreement - Former Sitio

On June 7, 2022, Opco LP, as borrower, and the other guarantors party thereto entered into that certain Second Amended and Restated Credit Agreement (as previously amended by that certain First Amendment to Credit Agreement, dated June 24, 2022, that certain Second Amendment to Credit Agreement, dated July 8, 2022, and that certain Third Amendment to Credit Agreement, dated September 21, 2022, the “Former Sitio Credit Agreement”) with Bank of America, N.A., as the administrative agent and issuing bank, the lenders and the other financial institutions from time to time party thereto, pursuant to which the lenders thereunder made loans and other extensions of credit to Opco LP.

On December 29, 2022, Opco LP and the other guarantors party thereto entered into that certain Fourth Amendment to Credit Agreement (the “RBL Fourth Amendment”), pursuant to which, among other things, the Credit Agreement was amended to (i) permit the consummation of, and the transactions contemplated by, the Mergers described above, (ii) reaffirm the borrowing base under the Former Sitio Credit Agreement at $300,000,000, (iii) designate certain subsidiaries of Brigham as unrestricted subsidiaries (the “Brigham Unrestricted Subsidiaries”), (iv) require that the Brigham Unrestricted Subsidiaries become restricted subsidiaries under the Former Sitio Credit Agreement on or before June 30, 2023 and (v) include restrictions on the amount of debt that can be incurred by the Brigham Unrestricted Subsidiaries before they are designated as restricted subsidiaries under the RBL Credit Agreement.

The above references to and description of the RBL Fourth Amendment do not purport to be complete and are qualified in their entirety by reference to the RBL Fourth Amendment, which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

First Amendment to Note Purchase Agreement - Former Sitio

On September 21, 2022, Opco LP, as issuer, and certain subsidiaries of Opco LP as guarantors entered into that certain Note Purchase Agreement (the “Note Purchase Agreement”) with certain banks, financial institutions, lending institutions and other institutional investors party thereto as holders (the “Holders”) and U.S. Bank Trust Company, National Association, as agent for the Holders, pursuant to which Opco LP issued senior unsecured notes to the Holders in an aggregate principal amount of $450,000,000 (the “2026 Senior Notes”).

On December 29, 2022, Opco LP and the guarantors entered into that certain First Amendment to Note Purchase Agreement (the “NPA First Amendment”), pursuant to which, among other things, the Note Purchase Agreement was amended to (i) ( designate the Brigham Unrestricted Subsidiaries as unrestricted subsidiaries under the Note Purchase Agreement, (ii) require that the Brigham Unrestricted Subsidiaries become restricted subsidiaries under the Note Purchase Agreement and the RBL Credit Agreement (as defined in the Note Purchase Agreement on or before June 30, 2023 (iii) postpone the automatic 0.75% (or, in certain circumstances, 1.75%) reduction of the applicable margin on the 2026 Senior Notes from the date when the Mergers are consummated to the date when the Brigham Unrestricted Subsidiaries are designated as restricted subsidiaries under the Note Purchase Agreement and (iv) include restrictions on the amount of debt that can be incurred by the Brigham Unrestricted Subsidiaries before they are designated as restricted subsidiaries under the Note Purchase Agreement.

The above references to and description of the NPA First Amendment do not purport to be complete and are qualified in their entirety by reference to the NPA First Amendment, which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

Sixth Amendment to Amended and Restated Credit Agreement - Former Brigham

On December 29, 2022, Brigham Resources, LLC (“Brigham Resources”), a wholly owned subsidiary of the Company, as borrower, entered into the Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement among Brigham Resources, the financial institutions party thereto, and Wells Fargo Bank, N.A., as administrative agent (the “Former Brigham Credit Agreement”). The Sixth Amendment, among other things, (i) permits the consummation of the transactions contemplated by the Merger Agreement, (ii) modifies the financial reporting requirements applicable to Brigham Resources in respect of such transactions, (iii) provides that discretionary cash dividends or distributions to the equity owners of Brigham Resources are subject to (in addition to existing leverage and liquidity requirements) trailing twelve month distributable free cash flow, and (iv) establish June 30, 2023 as an outside date for a refinancing or termination of the Former Brigham Credit Agreement.

The foregoing description of the Sixth Amendment is a summary only and is qualified in its entirety by reference to the Sixth Amendment, a copy of which is attached as Exhibit 10.7 to this Current Report and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Prior to the Closing, shares of Former Sitio common stock and Brigham common stock were each registered pursuant to Section 12(b) of the Exchange Act and listed on NYSE. As a result of the Mergers, all shares of Former Sitio common stock and Brigham common stock were cancelled. Accordingly, on December 28, 2022, Former Sitio and Brigham each notified NYSE of its intent to remove its securities from listing on NYSE and requested that NYSE file with the SEC an application on Form 25 to report the delisting of its securities from NYSE. On December 29, 2022, in accordance with Former Sitio’s and Brigham’s requests, NYSE filed a Form 25 with respect to Former Sitio securities and Brigham securities with the SEC in order to provide notification of such delisting of such securities under Section 12(b) of the Exchange Act.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth in the Introductory Note and Item 1.01, in so far as it relates to the issuance of 3,956,689 Sitio Opco Partnership Units and 74,347,005 shares of New Sitio Class C Common Stock and the terms by which such Sitio Opco Partnership Units and shares of Class C Common Stock may be redeemed or exchanged for 74,347,005 shares of New Sitio Class A Common Stock, is incorporated into this Item 3.02 by reference.

In connection with the Closing, New Sitio will assume Former Sitio’s obligations under those certain Allocation and Assignment Agreements entered into on June 7, 2022. In connection with the receipt of the Sitio Opco Partnership Units and shares of Former Sitio Class C Common Stock pursuant to Former Sitio’s merger with Falcon Minerals Corporation (the “Falcon Merger”), the holders of limited liability company interests in DPM Holdco, LLC (the “DPM Holders”) assigned their right to receive 0.5% of the merger consideration in the Falcon Merger to Former Sitio’s executive officers (who continue to serve as executive officers of New Sitio), representing 309,527 Sitio Opco Partnership Units and 309,527 shares of Former Sitio Class C Common Stock collectively (the “Restricted Securities”), which are subject to certain transfer restrictions and forfeiture if certain conditions are not satisfied. Such Restricted Securities that are shares of Former Sitio Class C Common Stock were exchanged on a 1-for-1 basis in the Mergers, subject to the same transfer restrictions and forfeiture. In connection with the assignment of the right to receive the Restricted Securities, Former Sitio and Opco LP agreed that they would re-issue to the DPM Holders, on a one-for-one basis, Sitio Opco Partnership Units and shares of Former Sitio Class C Common Stock to the extent Restricted Securities are forfeited (such rights, “Allocation Rights”). Following the assumption by New Sitio, Sitio Opco Partnership Units and shares of New Sitio Class C Common Stock will be issued pursuant to Allocation Rights solely to the extent a corresponding forfeiture of Restricted Securities has occurred.

The issuance of Sitio Opco Partnership Units, shares of New Sitio Class C Common Stock and Allocation Rights to the DPM Holders and New Sitio’s executive officers were made in reliance on the exemption from registration requirements under the Securities Act, pursuant to Section 4(a)(2) thereof.

Item 3.03 Material Modification to Rights of Security Holders

The section entitled “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 164 of the Consent Solicitation Statement/Proxy Statement/Prospectus is incorporated herein and is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report and incorporated by reference herein.

The information set forth in the Introductory Note and in Items 2.01 and 5.03 of this Current Report is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Directors

Effective as of December 29, 2022, in connection with the completion of the Mergers, consistent with the information set forth in the Consent Solicitation Statement/Proxy Statement/Prospectus, each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult. Noam Lockshin and Christopher L. Conoscenti continue to be members of the New Sitio Board. Each of Morris R. Clark, Claire R. Harvey and John R. (“J.R.”) Sult were appointed to the Audit Committee. Each of Alice E. Gould, Noam Lockshin, Gayle L. Burleson and Jon-Al Duplantier were appointed to the Compensation Committee. Each of John R. (“J.R.”) Sult, Claire R. Harvey and Richard K. Stoneburner were appointed to the Nominating & Corporate Governance Committee.

The table below sets forth the composition of the committees of the New Sitio Board following the Closing:

Board Member	Audit Committee	Compensation Committee	Nominating & Corporate Governance Committee
Noam Lockshin		X
Christopher L. Conoscenti
Morris R. Clark	X - Chair

Alice E. Gould		X - Chair
Claire R. Harvey	X		X
Gayle L. Burleson		X
Jon-Al Duplantier		X
Richard K. Stoneburner			X
John R. (“J.R.”) Sult	X		X - Chair

Appointment of Officers

Effective as of December 29, 2022, in connection with the completion of the Mergers, consistent with the information set forth in the Consent Solicitation Statement/Proxy Statement/Prospectus, New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer. The existing officers, Christopher L. Conoscenti as Chief Executive Officer, Carrie Osicka as Chief Financial Officer and Brett Riesenfeld as Executive Vice President, General Counsel & Secretary, continue to be officers of New Sitio.

Indemnification of Directors and Officers

On December 29, 2022, New Sitio entered into indemnification agreements with each of Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner, John R. (“J.R.”) Sult and A. Dax McDavid. Former Sitio previously entered into indemnification agreements with all other directors and officers as previously disclosed by Former Sitio, which continue to be in effect. These agreements require New Sitio to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to New Sitio, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The foregoing description of the indemnification agreements is a summary only and is subject to, and qualified in its entirety by reference to, the form of indemnification agreement, a copy of which is filed as Exhibit 10.2 to this Current Report, is incorporated herein by reference and is substantially similar to the indemnification agreements entered into with each of New Sitio’s directors and officers.

Director Designation Agreement Assignment and Assumption

At the Closing, New Sitio, Former Sitio and certain stockholders of Former Sitio entered into an Assignment, Assumption and Amendment Agreement (the “Director Designation Agreement Amendment”) to that certain director designation agreement, dated as of January 11, 2022 (the “Director Designation Agreement”). As amended, the Director Designation Agreement allows certain stockholders of New Sitio to designate nominees to be included in the slate of nominees recommended by the board of directors of New Sitio so long as such stockholders continue to beneficially own sufficient New Sitio Class A Common Stock and New Sitio Class C Common Stock in accordance with the terms of the Director Designation Agreement, as amended. A description of the Director Designation Agreement is included in Former Sitio’s definitive Proxy Statement, dated May 5, 2022, relating to the special meeting of Former Sitio’s stockholders held on June 3, 2022, in the section entitled “Related Agreements—Director Designation Agreement,” which is incorporated herein by reference. The foregoing description of the Director Designation Agreement is a summary only and is qualified in its entirety by reference to the full text of the Director Designation Agreement, a copy of which was filed with the SEC on January 12, 2022 as Exhibit 10.3 to Former Sitio’s Current Report on Form 8-K.

This summary and the information incorporated herein by reference is qualified in its entirety by reference to the text of the Director Designation Agreement Amendment, which is included as Exhibit 10.3 to this Current Report and is incorporated herein by reference.

Compensatory Plans

In connection with the Closing, New Sitio assumed the following compensatory equity plans of Former Sitio or Brigham, as applicable: the Sitio Royalties Corp. Long Term Incentive Plan, the Sitio Royalties Corp. Affiliate Incentive Plan and the Brigham Minerals, Inc. 2019 Long Term Incentive Plan as well as outstanding awards granted under each applicable plan, including any awards granted in connection with the Mergers, in each case subject to applicable adjustments to such awards in the manner set forth in the Merger Agreement. New Sitio also assumed the remaining share reserves available for issuance under the applicable plan, in each case subject to applicable adjustments to relate to New Sitio common stock.

The information set forth in Item 3.02 of this Current Report regarding the assumption by New Sitio of those certain Allocation and Assignment Agreements entered into on June 7, 2022 by Former Sitio and executive officers of Former Sitio who will continue to serve as executive officers of New Sitio is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to Articles of Incorporation and Bylaws

Effective as of December 28, 2022, in connection with the Mergers, New Sitio amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Consent Solicitation Statement/Proxy Statement/Prospectus, other than changing the corporate name to “Sitio Royalties Corp.”

Effective as of immediately following the completion of the Mergers on December 29, 2022 and in accordance with the Merger Agreement, New Sitio changed the corporate name of New Sitio from “Snapper Merger Sub I, Inc.” to “Sitio Royalties Corp.” and has amended and restated its certificate of incorporation to reflect such name change.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1, and Exhibit 3.2 to this Current Report, which are incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On December 29, 2022, New Sitio issued a press release announcing the consummation of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with Closing, New Sitio is providing certain disclosures regarding Brigham Minerals, Inc. and its business prior to the closing of the Mergers. Such disclosures are attached hereto as Exhibits 99.4, 99.5 and 99.7 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

• Audited consolidated financial statements of Brigham Minerals, Inc., as of December 31, 2021 and 2020 and for each of the three years ended December 31, 2021, 2020 and 2019, and the related notes to the consolidated financial statements, attached as Exhibit 99.2 hereto; and

• Unaudited combined and consolidated financial statements of Brigham Minerals, Inc. as of September 30, 2022 and December 31, 2021 and for the nine months ended September 30, 2022 and 2021, and the related notes to the combined and consolidated financial statements, attached as Exhibit 99.3 hereto.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated combined financial information of New Sitio, giving effect to the Mergers and the transactions contemplated in connection therewith, attached as Exhibit 99.6 hereto, are incorporated herein by reference:

• Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet as of September 30, 2022;

• Unaudited Pro Forma Condensed Consolidated Combined Statements of Operations for the year ended December 31, 2021 and nine months ended September 30, 2022; and

• Notes to the Unaudited Pro Forma Condensed Consolidated Combined Financial Statements.

(d) Exhibits.

Exhibit Number	Description of Exhibit
2.1^	Agreement and Plan of Merger, dated as of September 6, 2022, by and among Sitio Royalties Corp., Brigham Minerals, Inc., Brigham Minerals Holdings, LLC, Sitio Royalties Operating Partnership, LP, Snapper Merger Sub I, Inc., Snapper Merger Sub IV, Inc., Snapper Merger Sub V, Inc., and Snapper Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K dated September 9, 2022).
3.1	Amended and Restated Certificate of Incorporation of New Sitio, filed on December 28, 2022, effective as of December 29, 2022.
3.2	Amended and Restated Bylaws of New Sitio, adopted on December 29, 2022.
4.1	Warrant Agreement Assignment, Assumption and Amendment Agreement, dated as of December 29, 2022, among New Sitio, Former Sitio and Continental Stock Transfer & Trust Company.
10.1	Form of Registration Rights Agreement, dated December 29, 2022, between New Sitio, Former Sitio and certain holders of Opco LLC units.
10.2	Form of Indemnification Agreement.
10.3	Director Designation Agreement Assignment, Assumption and Amendment Agreement, by and among New Sitio, Former Sitio, and certain principal stockholders, dated December 29, 2022.
10.4	Amendment to Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, L.P., dated as of December 28, 2022
10.5	Fourth Amendment to Credit Agreement, among Opco LP, the other guarantors party thereto and Bank of America, N.A., dated December 29, 2022.
10.6	First Amendment to Note Purchase Agreement, among Opco LP and guarantors party thereto, dated December 29, 2022.
10.7	Sixth Amendment to Credit Agreement among Brigham Resources, the financial institutions party thereto, and Wells Fargo Bank, N.A., dated December 29, 2022,
99.1	Press Release, dated December 29, 2022.
99.2	Historical audited financial statements of Brigham Minerals, Inc. as December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019
99.3	Historical unaudited financial statements of Brigham Minerals, Inc. as of September 30, 2022 and December 31, 2021 and for the nine months ended September 30, 2022 and 2021.
99.4	Risks Factors Related to Brigham Minerals, Inc.
99.5	Information about Brigham Minerals, Inc.
99.6	Unaudited pro forma condensed consolidated combined financial statements of Sitio Royalties Corp.
99.7	Cawley, Gillespie & Associates, Inc., Summary of Reserves of Brigham Resources, LLC as of December 31, 2021.

^ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SITIO ROYALTIES CORP. (FORMERLY SNAPPER MERGER SUB I, INC.)
By:	/s/ Brett Riesenfeld
Name:	Brett Riesenfeld
Title:	Executive Vice President, General Counsel and Secretary

Dated: December 29, 2022

EX-3.1

Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

SITIO ROYALTIES CORP.

SITIO ROYALTIES CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 2, 2022. The Corporation was originally incorporated under the name SNAPPER MERGER SUB I, INC.

2. This Restated Certificate of Incorporation (“Restated Certificate”), which only restates and integrates and does not further amend the provisions of the Restated Certificate of Incorporation of the Corporation as heretofore amended or supplemented, there being no discrepancies between those provisions and the provisions of this Restated Certificate, was duly adopted by the Corporation’s Board of Directors in accordance with Section 245 of the Delaware General Corporation Law (the “DGCL”).

3. This Restated Certificate shall become effective at 12:04 a.m., Eastern Time, on December 29, 2022.

4. The text of the Restated Certificate as heretofore amended or supplemented is hereby restated in its entirety to read as follows:

ARTICLE I

NAME

The name of the corporation is Sitio Royalties Corp. (the “Corporation”).

ARTICLE II

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

ARTICLE III

REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE IV

CAPITALIZATION

Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 361,000,000 shares, consisting of (a) 360,000,000 shares of common stock (the “Common Stock”), including (i) 240,000,000 shares of Class A Common Stock (the “Class A Common Stock”) and (ii) 120,000,000 shares of Class C Common Stock (the “Class C Common Stock”), and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Section 4.2 Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, or such series, including, without limitation, that any such series may be (i) subject to redemption at such time or times and at such price or prices, (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of capital stock, (iii) entitled to such rights upon the liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation or (iv) convertible into, or exchangeable for, shares of any other class or classes of capital stock, or of any other series of the same class of capital stock, of the Corporation at such price or prices or at such rates and with such adjustments, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

2

Section 4.3 Common Stock.

(a) Voting Generally.

(i) Except as otherwise required by law or this Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.

(ii) Except as otherwise required by law or this Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

(iii) Except as otherwise required by law or this Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class C Common Stock voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Restated Certificate (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate (including any Preferred Stock Designation) or the DGCL.

(b) Class A Common Stock.

(i) Certain Amendments. Except as otherwise required by law or this Restated Certificate (including any Preferred Stock Designation), for so long as any shares of Class A Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares of A Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Restated Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change, in a manner adverse to the holders of the Class A Common Stock, the powers, preferences or rights of the Class A Common Stock, relative to the powers, preferences or rights of any other class of Common Stock, as such relative powers, preferences or rights exist as of the date of this Restated Certificate.

3

(ii) Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Class A Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions; provided that, in the event of any dividend or other distribution received by the Corporation from the Partnership in respect of the Common Units or other equity interests of the Partnership held by the Corporation, including upon any liquidation, dissolution or winding up of the Partnership (any such dividend or distribution, a “Partnership Distribution”), the Board shall declare in connection with such Partnership Distribution a dividend or other distribution on the shares of Class A Common Stock in an amount equal to 100% of such Partnership Distribution, net of reserves for taxes payable by the Corporation as reasonably determined by the Board (a “Pass-Through Distribution”), and the holders of Class A Common Stock shall share equally on a per share basis in such Pass-Through Distribution. The Board shall fix the record date for any Pass-Through Distribution to be the same date as the record date for the corresponding Partnership Distribution fixed by the general partner of the Partnership or, if necessary to comply with applicable law, such later date that is as soon as practicable after the record date for the Partnership Distribution fixed by the general partner of the Partnership. To the extent that a Partnership Distribution is paid in a form other than cash, the Corporation shall sell a portion of such Partnership Distribution sufficient to reserve for taxes payable by the Corporation as reasonably determined by the Board, and the balance of such Partnership Distribution shall be a Pass-Through Distribution.

(iii) Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Class A Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock held by them.

(c) Class C Common Stock.

(i) Certain Amendments. Except as otherwise required by law or this Restated Certificate (including any Preferred Stock Designation), for so long as any shares of Class C Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares of Class C Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Restated Certificate, whether by merger, consolidation or otherwise, if

4

such amendment, alteration or repeal would alter or change, in a manner adverse to the holders of the Class C Common Stock, the powers, preferences or rights of the Class C Common Stock, relative to the powers, preferences or rights of any other class of Common Stock, as such relative powers, preferences or rights exist as of the date of this Restated Certificate.

(ii) Dividends. Notwithstanding anything to the contrary, dividends shall not be declared or paid on the Class C Common Stock.

(iii) Liquidation, Dissolution or Winding Up of the Corporation. The holders of Class C Common Stock shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(iv) Sale Transaction Consideration; Redemption Consideration. In no event shall the Corporation enter into, or enter into any agreement to enter into, (i) a merger, consolidation or other business combination requiring the approval of the holders of the Corporation’s stock entitled to vote thereon (whether or not the Corporation is the surviving entity), (ii) an acquisition of all or substantially all of the Corporation’s assets or (iii) any tender or exchange offer by the Corporation or any third party to acquire any shares of stock of the Corporation (any such transaction described in (i), (ii) or (iii), in each case whether by way of a single transaction or a series of related transactions, a “Sale Transaction”), in which it is proposed that (1) each share of Class C Common Stock shall be converted into the right to receive, directly or indirectly in connection with such Sale Transaction, any consideration for such share of Class C Common Stock or (2) each share of Class C Common Stock, together with one Common Unit, shall be converted into the right to receive, directly or indirectly in connection with such Sale Transaction, a different amount of consideration on a per share basis as that received by each share of Class A Common Stock in connection with such Sale Transaction. In no event shall the Corporation repurchase, redeem or repurchase, or offer to redeem, repurchase or otherwise acquire, any shares of Class C Common stock for any consideration.

(v) Transfer of Class C Common Stock.

(1) A holder of Class C Common Stock may surrender shares of Class C Common Stock to the Corporation for no consideration at any time. Following the surrender of any shares of Class C Common Stock to the Corporation, the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation.

(2) A holder of Class C Common Stock may transfer shares of Class C Common Stock to any transferee (other than the Corporation) only if, and only to the extent permitted by the Partnership Agreement, such holder also simultaneously transfers an equal number of such holder’s Common Units to such transferee. The transfer restrictions described in this Section 4.3(d)(v)(2) are referred to as the “Restrictions”.

5

(3) Any purported transfer of shares of Class C Common Stock in violation of the Restrictions shall be null and void. If, notwithstanding the Restrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class C Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class C Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”).

(4) Upon a determination by the disinterested directors (acting by a majority vote of the disinterested directors serving on the Board at such time, or by a committee composed of two or more disinterested directors) that a person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of the Restrictions, such committee may, on behalf of the Board, take such action and direct the Corporation to take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation, to cause the Transfer Agent to record the Purported Owner’s transferor as the record owner of the Restricted Shares and to institute proceedings to enjoin or rescind any such transfer or acquisition.

(5) The disinterested directors (acting by a majority vote of the disinterested directors serving on the Board at such time, or by a committee composed of two or more disinterested directors) may, to the extent permitted by law, on behalf of the Board, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures that are consistent with the provisions of this Section 4.3(d)(v) for determining whether any transfer or acquisition of shares of Class C Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.3(d). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to holders of shares of Class C Common Stock.

(6) The disinterested directors (acting by a majority vote of the disinterested directors serving on the Board at such time, or by a committee composed of two or more disinterested directors), shall have, on behalf of the Board all powers necessary to implement the Restrictions, including without limitation, the power to prohibit the transfer of any shares of Class C Common Stock in violation thereof.

6

(vi) Issuance of Class A Common Stock Upon Redemption; Cancellation of Class C Common Stock.

(1) To the extent that any holder of Class C Common Stock exercises its right pursuant to the Partnership Agreement to have its Common Units redeemed by the Partnership in accordance with the Partnership Agreement, then simultaneous with the payment of the consideration due under the Partnership Agreement to such holder of Class C Common Stock, the Corporation shall cancel for no consideration a number of shares of Class C Common Stock registered in the name of the redeeming or exchanging holder of Class C Common Stock equal to the number of Common Units held by such holder of Class C Common Stock that are redeemed or exchanged in such redemption or exchange transaction. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon redemption of the Common Units for Class A Common Stock pursuant to the Partnership Agreement, such number of shares of Class A Common Stock that shall be issuable upon any such redemption pursuant to the Partnership Agreement. All shares of Class A Common Stock that shall be issued upon any such redemption will, upon issuance in accordance with the Partnership Agreement, be validly issued, fully paid and nonassessable.

(2) Notwithstanding the Restrictions, (A) in the event that an outstanding share of Class C Common Stock shall cease to be held by a registered holder of Common Units, such share of Class C Common Stock shall automatically and without further action on the part of the Corporation or any holder of Class C Common Stock be cancelled for no consideration, and the Corporation will take all actions necessary to retire such share and such share shall not be re-issued by the Corporation and (B) in the event that one or more of the Common Units held by a registered holder of Class C Common Stock ceases to be held by such holder (other than as a result of a transfer of one or more Common Units together with an equal number of shares of Class C Common Stock as permitted by the Partnership Agreement), a corresponding number of shares of Class C Common Stock registered in the name of such holder shall automatically and without further action on the part of the Corporation or such holder be cancelled for no consideration, and the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation.

7

(vii) Restrictive Legend. All certificates or book entries representing shares of Class C Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board may determine):

THE SECURITIES REPRESENTED BY THIS BOOK ENTRY ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE RESTATED CERTIFICATE OF INCORPORATION (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).

(d) Conversion Rights. Except as set forth in this Restated Certificate, the Common Stock shall not be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same class of the Corporation’s capital stock.

(e) Preemptive Rights. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights pursuant to this Restated Certificate.

(f) Stock Split or Reverse Stock Split. In no event shall the shares of either Class A Common Stock or Class C Common Stock be split, divided, or combined (including by way of stock dividend) unless the outstanding shares of the other class shall be proportionately split, divided or combined.

(g) Authorization and Issuance of Additional Shares; Repurchases or Redemptions.

(i) If at any time the Corporation issues a share of Class A Common Stock or any other Equity Security of the Corporation (other than Class C Common Stock), (1) the Corporation shall cause the Partnership shall issue to the Corporation one Common Unit (if the Corporation issues a share of Class A Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Class A Common Stock) corresponding to such Equity Securities issued by the Corporation, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation and (2) the net proceeds received by the Corporation with respect to issuance of the corresponding share of Class A Common Stock or other Equity Security, if any, shall be concurrently contributed by the Corporation to the Partnership as a capital contribution; provided, however, that if the Corporation issues any shares of Class A Common Stock in exchange for a number of Common Units redeemed by a limited partner of the Partnership (other than the Corporation), and a corresponding number of shares of Class C Common Stock, pursuant to the terms of the Partnership Agreement, then the Partnership shall not issue any new Common Units in connection therewith. Notwithstanding the foregoing, this Section 4.3(h)(i) shall not apply to (A) (x) the issuance and distribution to holders of shares of Class A

8

Common Stock of rights to purchase Equity Securities of the Corporation under a “poison pill” or similar shareholders rights plan or (y) the issuance under the Corporation’s equity plans or stock option plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the exercise or settlement of such rights, warrants, options or other rights or property or (B) the issuance of Equity Securities pursuant to any equity plan of the Corporation (other than a stock option plan) that are restricted, subject to forfeiture or otherwise unvested upon issuance, but shall apply on the applicable vesting date with respect to such Equity Securities.

(ii) The Corporation shall not in any manner effect any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Common Stock unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Common Units, with corresponding changes made with respect to any other exchangeable or convertible securities. The Corporation shall not in any manner effect any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any outstanding Equity Securities of the Corporation (other than the Common Stock) unless accompanied by an identical subdivision or combination, as applicable, of the corresponding Equity Securities of the Partnership, with corresponding changes made with respect to any other exchangeable or convertible securities.

(iii) The Corporation or any of its subsidiaries may not redeem, repurchase or otherwise acquire (1) any shares of Class A Common Stock unless substantially simultaneously the Partnership redeems, repurchases or otherwise acquires from the Corporation an equal number of Common Units for the same form and amount of consideration per security or (2) any other Equity Securities of the Corporation (other than Class C Common Stock) unless substantially simultaneously the Partnership redeems, repurchases or otherwise acquires from the Corporation an equal number of Equity Securities of the Partnership of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation for the same form and amount of consideration per security. Notwithstanding the foregoing, to the extent that any consideration payable by the Corporation in connection with the redemption or repurchase of any shares of Class A Common Stock or other Equity Securities of the Corporation or any of its subsidiaries consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant), then the redemption or repurchase of the corresponding Common Units or other Equity Securities of the Partnership shall be effectuated in an equivalent manner.

9

(h) Certain Terms. As used in this Restated Certificate, (i) “Partnership” shall mean Sitio Royalties Operating Partnership, LP, a Delaware limited partnership, or any successor entity thereto, (ii) “Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of June 7, 2022, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, (iii) “Common Unit” shall a common unit representing limited partnership interests in the Partnership authorized and issued under the Partnership Agreement and constituting a “Common Unit” as defined in the Partnership Agreement as in effect as of effective time of this Restated Certificate, and (iv) “Equity Securities” shall mean (1) with respect to the Corporation, any and all shares, interests, participation or other equivalents (however designated) of capital stock, including all Common Stock and Preferred Stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing and (2) with respect to the Partnership or any of its subsidiaries, (A) Common Units or other equity interests in the Partnership or any subsidiary of the Partnership, (B) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Common Units or other equity interests in the Partnership or any subsidiary of the Partnership, and (C) warrants, options or other rights to purchase or otherwise acquire Common Units or other equity interests in the Partnership or any subsidiary of the Partnership.

Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Restated Certificate or the Bylaws of the Corporation (“Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Restated Certificate, and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

10

Section 5.2 Number, Election and Term.

(a) The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws.

(b) Subject to Section 5.5 hereof, at each annual meeting of stockholders following the effectiveness of this Restated Certificate, each director shall be elected for a term expiring at the next annual meeting, and shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors shall be elected by a plurality of the votes cast at an annual meeting of stockholders by holders of the Common Stock.

(c) Advance notice of nominations for the election of directors, other than by the Board or a duly authorized committee thereof, and information concerning nominees, shall be given in the manner provided in the Bylaws.

(d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of office of the director whom he or she has replaced and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.4 Removal. Subject to Section 5.5 hereof, any or all of the directors may be removed from office at any time, with or without cause, upon the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.5 Preferred Stock—Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

11

Section 5.6 No Cumulative Voting. Except as may otherwise be set forth in the resolution or resolutions of the Board providing the issue of one or more series of Preferred Stock, and then only with respect to such series of Preferred Stock, cumulative voting in the election of directors is specifically denied.

ARTICLE VI

BYLAWS

In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

ARTICLE VII

MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Section 7.1 Annual Meetings. Except as otherwise expressly provided by law, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined exclusively by resolution of the Board in its sole and absolute discretion. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders at any meeting of stockholders shall be given in the manner provided in the Bylaws.

Section 7.2 Special Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders may not be called by another person or persons.

12

Section 7.3 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 7.4 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation may be taken without a meeting, with prior notice and without a vote by consent in accordance with Section 228 of the DGCL.

ARTICLE VIII

LIMITED LIABILITY; INDEMNIFICATION

Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation 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 the same exists or may hereafter be amended unless they violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 8.2 Indemnification and Advancement of Expenses.

(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by

13

applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

ARTICLE IX

CORPORATE OPPORTUNITY

Section 9.1 To the fullest extent permitted by law, (i) the Corporation hereby renounces all interest and expectancy that it otherwise would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to (A) the Board or any director, (B) any stockholder of the Corporation, or (C) any Affiliate of any

14

Person or entity identified in the preceding clause (A) or (B), but in each case subject to the last sentence of this Section 9.1; (ii) no stockholder and no director, in each case, that is not an employee of the Corporation or its subsidiaries, will have any duty to refrain from (A) engaging in a corporate opportunity in the same or similar lines of business in which the Corporation or its subsidiaries from time to time is engaged or proposes to engage or (B) otherwise competing, directly or indirectly, with the Corporation or any of its subsidiaries; and (iii) if any stockholder or any director (or any of their Affiliates), in each case, that is not an employee of the Corporation or its subsidiaries, acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity both for such stockholder or such director or any of their respective Affiliates, on the one hand, and for the Corporation or its subsidiaries, on the other hand, such stockholder or director shall have no duty to communicate or offer such transaction or business opportunity to the Corporation or its subsidiaries and such stockholder or director may take any and all such transactions or opportunities for itself or offer such transactions or opportunities to any other Person or entity. The immediately preceding sentence and Section 9.3 shall not apply to any potential transaction or business opportunity that is expressly offered to a director of the Corporation or its subsidiaries, solely in his or her capacity as a director of the Corporation or its subsidiaries.

Section 9.2 In furtherance of the foregoing, in recognition and anticipation that (i) certain directors, principals, members, officers, employees or other representatives of the Exempted Persons and their respective Affiliates may serve as directors of the Corporation or its subsidiaries, (ii) the Exempted Persons and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, now engages or may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, now engages or may engage and (iii) members of the Board who are not employees of the Corporation and their Affiliates that may be designated, nominated or elected by the Exempted Persons or their respective Affiliates (the “Non-Employee Directors”) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, now engages or may engage or other business activities that overlap with or compete with those in which the Company, directly or indirectly, now engages or may engage, the provisions of this Article IX are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the Exempted Persons, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

15

Section 9.3 None of (i) the Exempted Persons or any of their respective Affiliates or (ii) any Non-Employee Director or his or her Affiliates (the Persons identified in clauses (i) and (ii) above being referred to, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, subject to the last sentence of Section 9.1. Subject to the last sentence of Section 9.1, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person.

Section 9.4 To the fullest extent permitted by law, no potential transaction or business opportunity may be deemed to be a corporate opportunity of the Corporation or its subsidiaries unless (i) the Corporation or its subsidiaries would be permitted to undertake such transaction or opportunity in accordance with Restated Certificate, (ii) the Corporation or its subsidiaries are legally able to, and are not contractually prohibited from, undertaking such transaction or opportunity, (iii) the Corporation or its subsidiaries at such time have sufficient financial resources to undertake such transaction or opportunity, (iv) the Corporation or its subsidiaries have an interest or expectancy in such transaction or opportunity and (v) such transaction or opportunity would be in the same or similar line of business in which the Corporation or its subsidiaries are then engaged or a line of business that is reasonably related to, or a reasonable extension of, such line of business.

Section 9.5 Deemed Notice. Any Person purchasing, holding or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.

Section 9.6 Definitions. For purposes of this Article IX, the following terms shall have the following meanings:

(i) “Affiliate” means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person.

16

(ii) “Control” (including the terms “Controls,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(iii) “Exempted Persons” means, collectively, KMF DPM HoldCo, LLC, Chambers DPM HoldCo, LLC, Rock Ridge Royalty Company, LLC, Royal Resources, L.P., Source Energy Leasehold, LP and Permian Mineral Acquisitions, LP.

(iv) “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity, and also includes any managed investment account.

ARTICLE X

EXCLUSIVE JURISDICTION FOR CERTAIN ACTIONS

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the Corporation or any director or officer of the Corporation arising pursuant to any provision of the DGCL or this Restated Certificate or the Bylaws (as either may be amended from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Restated Certificate or the Bylaws, or (v) any action asserting a claim against the Corporation or any director or officer of the Corporation governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein; provided, however, that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware with subject matter jurisdiction over the matter. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. If any provision or provisions of this Restated Certificate shall be held to be invalid, illegal or

17

unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any sentence of this Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

ARTICLE XI

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Restated Certificate in its present form or as hereafter amended are granted subject to the rights reserved in this Article XI. Notwithstanding anything to the contrary contained in this Restated Certificate or the Bylaws, and notwithstanding that a lesser percentage or vote may be permitted from time to time by applicable law, no provision of Article V, Article VI, Article VII, Article VIII, Article IX, Article X, this Article XI and Article XII may be altered, amended or repealed in any respect, nor may any provision of this Restated Certificate or of the Bylaws inconsistent therewith be adopted, unless in addition to any other vote required by this Restated Certificate or otherwise required by law, such alteration, amendment, repeal or adoption is approved at a meeting of the stockholders called for that purpose by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE XII

DGCL SECTION 203

The Corporation expressly elects not to be governed by Section 203 of the DGCL.

18

IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation this 28^th day of December, 2022.

SITIO ROYALTIES CORP.
/s/ Brett Riesenfeld
Name:	Brett Riesenfeld
Title:	Executive Vice President, General Counsel and Secretary

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

SITIO ROYALTIES CORP.

(THE “CORPORATION”)

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.

Section 1.2. Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 2.1. Annual Meetings. The annual meeting of stockholders shall be held at such place, either within or without the State of Delaware, and time and on such date as shall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders entitled to vote on such matters shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before the meeting.

Section 2.2. Special Meetings. Subject to the rights of the holders of any outstanding series of the Preferred Stock and to the requirement of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person. Special meetings of stockholders shall be held at such place, either within or without the State of Delaware, and at such time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a).

Section 2.3. Notices. Written notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”). If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.

Section 2.4. Quorum. Except as otherwise provided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”) or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of

such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

Section 2.5. Voting of Shares.

(a) Voting Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication as permitted by Section 9.5(a), the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.

(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(d) Required Vote. Subject to the rights of the holders of one or more series of preferred stock of the Corporation (“Preferred Stock”), voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.

(e) Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.6. Adjournments. Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 9.2, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7. Advance Notice for Business.

(a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship that expires on the date of the annual meeting pursuant to Section 3.2 will be considered for election at such meeting.

(i) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii), a stockholder’s notice to the Secretary with respect to such business, to be timely, must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.7(a).

(ii) To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

(iii) The foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such stockholder has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a), provided, however, that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.7(a) shall be deemed to preclude discussion by any stockholder of any such business. If the Board or the chairman of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2.7(a), such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a), if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(iv) In addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.2.

(c) Public Announcement. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor thereto).

Section 2.8. Conduct of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9. Consents in Lieu of Meeting. Unless otherwise provided by the Certificate of Incorporation, until the corporation consummates an initial public offering (“Offering”), any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock entitled to vote thereon having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this section and the DGCL to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

ARTICLE III

DIRECTORS

Section 3.1. Powers; Number. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware. Subject to the Certificate of Incorporation, the number of directors shall be fixed exclusively by resolution of the Board.

Section 3.2. Advance Notice for Nomination of Directors.

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2.

(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.2.

(c) Notwithstanding anything in paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement was first made by the Corporation.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation, if any, that are owned beneficially or of record by the person, (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, without regard to the application of the Exchange Act to either the nomination or the Corporation; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(e) If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the provisions of this Section 3.2 or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 3.2, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.2, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

(f) In addition to the provisions of this Section 3.2, a stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.2shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

Section 3.3. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.

ARTICLE IV

BOARD MEETINGS

Section 4.1. Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.

Section 4.2. Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places (within or without the State of Delaware) as shall from time to time be determined by the Board.

Section 4.3. Special Meetings. Special meetings of the Board (a) may be called by the Chairman of the Board or President and (b) shall be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 9.4.

Section 4.4. Quorum; Required Vote. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 4.5. Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions (or paper reproductions thereof) are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.6. Organization. The chairman of each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 5.1. Establishment. The Board may by resolution of the Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board when required by the resolution designating such committee. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 5.2. Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 5.3. Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Section 5.4. Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article IV of these Bylaws.

ARTICLE VI

OFFICERS

Section 6.1. Officers. The officers of the Corporation elected by the Board shall be a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation.

Such other officers shall have such powers and duties and shall hold their offices for such terms as may be provided in these Bylaws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer or President, as may be prescribed by the appointing officer.

(a) Chairman of the Board. The Chairman of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The powers and duties of the Chairman of the Board shall not include supervision or control of the preparation of the financial statements of the Company (other than through participation as a member of the Board). The position of Chairman of the Board and Chief Executive Officer may be held by the same person.

(b) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairman of the Board pursuant to Section 6.1(a) above. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.

(c) President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President shall also perform such duties and have such powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.

(d) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(e) Secretary.

(i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive Officer or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(f) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(g) Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

(h) Treasurer. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer.

Section 6.2. Term of Office; Removal; Vacancies. The elected officers of the Corporation shall be appointed by the Board and shall hold office until their successors are duly elected and qualified or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President may also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.

Section 6.3. Other Officers. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary or desirable.

Section 6.4. Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be stockholders or residents of the State of Delaware.

ARTICLE VII

SHARES

Section 7.1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL.

Section 7.2. Multiple Classes of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to be set forth in full or summarized on the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 7.3. Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by (a) the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (b) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

Section 7.4. Consideration and Payment for Shares.

(a) Subject to applicable law and the Certificate of Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a value not less than the par value thereof, and to such persons, as determined from time to time by the Board. The consideration may consist of any tangible or intangible property or any benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities, or any combination thereof.

(b) Subject to applicable law and the Certificate of Incorporation, shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate representing certificated shares or said uncertificated shares are issued.

Section 7.5. Lost, Destroyed or Wrongfully Taken Certificates.

(a) If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

(b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

Section 7.6. Transfer of Stock.

(a) If a certificate representing shares of the Corporation is presented to the Corporation with an endorsement requesting the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer as requested if:

(i) in the case of certificated shares, the certificate representing such shares has been surrendered;

(ii) (A) with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares; (B) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(iii) the Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement or instruction is genuine and authorized as the Corporation may request;

(iv) the transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a); and

(v) such other conditions for such transfer as shall be provided for under applicable law have been satisfied.

(b) Whenever any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the entry of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are uncertificated, when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so.

Section 7.7. Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation.

Section 7.8. Effect of the Corporation’s Restriction on Transfer.

(a) A written restriction on the transfer or registration of transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, if permitted by the DGCL and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares, contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable time prior to or after the issuance or transfer of such shares, may be enforced against the holder of such shares or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

(b) A restriction imposed by the Corporation on the transfer or the registration of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, even if otherwise lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the shares are certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and such restriction was contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable time prior to or after the issuance or transfer of such shares.

Section 7.9. Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.

ARTICLE VIII

INDEMNIFICATION

Section 8.1. Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such proceeding; provided, however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Section 8.2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Section 8.3. Right of Indemnitee to Bring Suit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a

final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Section 8.4. Non-Exclusivity of Rights. The rights provided to any Indemnitee pursuant to this Article VIII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise.

Section 8.5. Insurance. The Corporation may secure insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.6. Indemnification of Other Persons. This Article VIII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of Indemnitees under this Article VIII.

Section 8.7. Amendments. Any repeal or amendment of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these Bylaws inconsistent with this Article VIII, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided however, that amendments or repeals of this Article VIII shall require the affirmative vote of the stockholders holding at least 65% of the voting power of all outstanding shares of capital stock of the Corporation.

Section 8.8. Certain Definitions. For purposes of this Article VIII, (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” for purposes of Section 145 of the DGCL.

Section 8.9. Contract Rights. The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 8.10. Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

Section 9.2. Fixing Record Dates.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9.2(a) at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 9.3. Means of Giving Notice.

(a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

(b) Notice to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of

the Corporation, and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(c) Electronic Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including but not limited to transmission by telex, facsimile telecommunication, electronic mail, telegram and cablegram.

(d) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(e) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230 (b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

Section 9.4. Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.5. Meeting Attendance via Remote Communication Equipment.

(a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate in a meeting of stockholders; and

(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.6. Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

Section 9.7. Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 9.8. Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 9.9. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.

Section 9.10. Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 9.11. Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board.

Section 9.12. Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. The resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.13. Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death,

resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14. Securities of Other Corporations. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President, or any officers authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

Section 9.15. Amendments. The Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting (except as otherwise provided in Section 8.7) power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws.

EX-4.1

Exhibit 4.1

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

among

Sitio Royalties Corp.,

STR Sub Inc.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Dated December 29, 2022

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 29, 2022, is made by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “New Sitio”), STR Sub Inc. (f/k/a Sitio Royalties Corp.; f/k/a Falcon Minerals Corporation; f/k/a Osprey Energy Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated July 20, 2017, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

WHEREAS, pursuant to the Existing Warrant Agreement, the Company issued, among other things, 13,750,000 Public Warrants and 7,500,000 Private Placement Warrants;

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS, on August 23, 2018, the Company completed the acquisition (the “Acquisition”) of the equity interests in certain of the subsidiaries of Noble Royalties Acquisition Co., LP (“NRAC”), Hooks Ranch Holdings LP (“Hooks Holdings”), DGK ORRI Holdings, LP (“DGK”), DGK ORRI GP LLC (“DGK GP”) and Hooks Holding Company GP, LLC (“Hooks GP”, and collectively with NRAC, Hooks Holdings, DGK, and DGK GP, the “Contributors”) pursuant to the Contribution Agreement, dated as of June 3, 2018 (the “Contribution Agreement”), by and among the Company, Royal Resources L.P., Royal Resources GP L.L.C. and the Contributors;

WHEREAS, on September 6, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brigham Minerals, Inc. (“Brigham”), Brigham Minerals Holdings, LLC, Sitio Royalties Operating Partnership, LP, New Sitio, Snapper Merger Sub IV, Inc., Snapper Merger Sub V, Inc. (“Sitio Merger Sub”) and Snapper Merger Sub II, LLC, providing for the combination of the Company and Brigham;

WHEREAS, pursuant to the Merger Agreement, on the date hereof, Sitio Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a direct wholly owned subsidiary of New Sitio;

WHEREAS, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger, each share of Class A common stock, $0.0001 par value per share, of the Company (except for shares being cancelled pursuant to the Merger Agreement) was converted into one (1) share of Class A common stock, $0.0001 par value per share, of New Sitio (the “New Sitio Common Stock”);

WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants are no longer exercisable for shares of Class A Common Stock of the Company, but instead will be exercisable (subject to the terms of the Existing Warrant Agreement, as amended hereby) for shares of New Sitio Common Stock;

WHEREAS, in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to New Sitio and New Sitio wishes to accept such assignment; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under the Existing Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Assignment and Assumption; Consent.

1.1. Assignment and Assumption. As of and with effect on and from the Closing (as defined in the Merger Agreement, the “Closing”), the Company hereby assigns to New Sitio all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby); New Sitio hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising on, from and after the Closing.

1.2. Consent. The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement by the Company to New Sitio pursuant to Section 1.1 and the assumption of the Existing Warrant Agreement by New Sitio from the Company pursuant to Section 1.1, in each case effective as of the Closing, and (ii) the continuation of the Existing Warrant Agreement (as amended by this Agreement), in full force and effect from and after the Closing.

2

2. Amendment of Existing Warrant Agreement. Effective as of the Closing, the Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2(a) (i) are necessary and desirable and do not adversely affect the rights of the Registered Holders under the Existing Warrant Agreement and (ii) are to provide for the delivery of the Alternative Issuance pursuant to Section 4.4 of the Existing Warrant Agreement (in connection with the Mergers and the transactions contemplated by the Merger Agreement).

2.1. References to the “Company”. All references to the “Company” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to New Sitio.

2.2. References to “Class A common stock”. All references to “Class A common stock” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to New Sitio Common Stock.

2.3. References to “Business Combination”. All references to “Business Combination” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Contribution Agreement, and references to “the completion of the Business Combination” and all variations thereof in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the closing of the transactions contemplated by the Contribution Agreement.

2.4. Notice Clause. Section 9.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on New Sitio shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by New Sitio with the Warrant Agent), as follows:

Sitio Royalties Corp.

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

Attention:     Brett Riesenfeld

Email:           brett.riesenfeld@sitio.com

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by New Sitio to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with New Sitio), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

3

3. Miscellaneous Provisions.

3.1. Successors. All the covenants and provisions of this Agreement by or for the benefit of New Sitio, the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

3.2. Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York. Subject to applicable law, each of New Sitio and the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. Each of New Sitio and the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 3.2. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

3.3. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

3.4. Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

4

3.5. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SITIO ROYALTIES CORP.
By:	/S/ BRETT RIESENFELD
Name:	Brett Riesenfeld
Title:	Executive Vice President, General Counsel and Secretary
STR SUB INC.
By:	/S/ BRETT RIESENFELD
Name:	Brett Riesenfeld
Title:	Executive Vice President, General Counsel and Secretary
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent
By:	/S/ ERIKA YOUNG
Name:	Erika Young
Title:	Vice President
Signed:	12/28/2022

[Signature Page to Assignment, Assumption and Amendment Agreement]

EX-10.1

Exhibit 10.1

FORM OF

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as of December 29, 2022, is entered into by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Holders” and, together with the Company, the “Parties”), and shall become effective upon the Closing (as defined below).

WHEREAS, each Holder is the holder of shares of Class B common stock, par value $0.01 per share (the “Brigham Class B Common Stock”), of Brigham Minerals, Inc., a Delaware corporation (“Brigham”), and units (the “Opco LLC Units”) in Brigham Minerals Holdings, LLC, a Delaware limited liability company (“Opco LLC”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of September 6, 2022, among the Company, Opco LLC, Sitio Royalties Corp., a Delaware corporation, Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (“Opco LP”), Brigham and the other parties thereto (the “Merger Agreement”), at the applicable Effective Time (as defined in the Merger Agreement), by virtue of the Mergers (as defined in the Merger Agreement), all of each Holder’s shares of Brigham Class B Common Stock will be converted into the right to receive shares of the Company’s Class C common stock, par value $0.0001 per share (the “Class C Common Stock”), and all of each Holder’s Opco LLC Units will be converted into the right to receive units representing limited partnership interests in Opco LP (the “Opco LP Units”); and

WHEREAS, in connection with, and effective upon, the closing of the transactions contemplated by the Merger Agreement (the “Closing” and such date of closing, the “Closing Date”), the Company and the other Parties have entered into this Agreement to set forth certain understandings among themselves with respect to, among other things, the registration of securities owned by the Holders.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the Parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under Rule 405.

“Business Day” means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action.

“Class A Common Stock” means the Company’s Class A Common Stock, par value $0.0001 per share.

“Commission” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.

“Company Securities” means any equity interest of any class or series in the Company.

“Control” (including the terms “Controls,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Effective Date” means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective.

“Exchange Act” means the Securities Exchange Act of 1934.

“Existing Registration Rights Agreement” means the Registration Rights Agreement, dated as of January 11, 2022, by and among the Company and certain stockholders party thereto.

“Holder” means (a) the Holders defined in the Preamble, unless and until such Holders cease to hold any Registrable Securities, and (b) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 9(e) hereof; provided, that any Person referenced in clause (b) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement.

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened.

“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means the Shares; provided, however, that Registrable Securities shall not include: (a) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder; (b) any Shares that have been sold or can be sold (other than in a privately negotiated sale) without any restriction on the volume or the manner of sale or any other limitations under Rule 144 (or any successor provision thereto) and the transferee thereof does not, or would not, receive “restricted securities” as defined in Rule 144, as a result of which the legend on any certificate or book-entry notation representing such Registrable Security restricting transfer of such Registrable Security has been removed; and (c) any Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

“Registration Statement” means a registration statement of the Company in the form required to register under the Securities Act and other applicable law for the resale of the Registrable Securities in accordance with the intended plan of distribution of each Holder included therein, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act.

“Rule 405” means Rule 405 promulgated by the Commission pursuant to the Securities Act.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (other than reasonable expenses for one counsel to the Holders that are at the Company’s expense pursuant to Section 5 hereof).

“Shares” means the shares of Class A Common Stock issued or issuable upon the redemption of Opco LP Units (together with a corresponding number of shares of Class C Common Stock) held by the Holders as a result of the consummation of the transactions contemplated by the Merger Agreement, and any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company.

“Trading Market” means the principal national securities exchange on which Registrable Securities are listed.

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections refer to sections of this Agreement; (c) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof,” “hereto,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

2. Shelf Registration.

(a) The Company shall, as soon as practicable after the Closing, but in any event within fifteen (15) Business Days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2(a) (the “Initial Registration Statement”) and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof. The Initial Registration Statement shall be on Form S-3, or if such form is not available to effect such registration, such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the Effective Date for such Registration Statement; provided, that if the Company becomes a WKSI during the 60-day period preceding the filing of the Initial Registration Statement, the Company shall file an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company), to satisfy its obligations to file a Registration Statement under this Section 2(a). The Initial Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause the Initial Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the Effective Date of the Initial Registration Statement, but in any event within three (3) Business Days after such date, the Company shall notify the Holders of the effectiveness of such Registration Statement.

(b) In the event a Holder transfers Registrable Securities included on a Registration Statement filed pursuant to Section 2(a) of this Agreement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided, that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

3. Registration and Sale Procedures. The procedures to be followed by the Company and each Holder electing to sell Registrable Securities in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of the Company and such Holders, with respect to the preparation, filing and effectiveness of such Registration Statement, are as follows:

(a) In connection with the Initial Registration Statement, the Company will at least three (3) Business Days prior to the anticipated filing of the Registration Statement and any related Prospectus or any amendment or supplement thereto (other than, after effectiveness of the Registration Statement, any filing made under the Exchange Act that is incorporated by reference into the Registration Statement), (i) furnish to such Holders copies of all such documents prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holders reasonably shall propose prior to the filing thereof.

(b) The Company will use commercially reasonable efforts to as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby through the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”) and, subject to the limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable provide such Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to such Holders as selling stockholders but not any comments that would result in the disclosure to such Holders of material and non-public information concerning the Company.

(c) The Company will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(d) The Company will notify such Holders who are included in a Registration Statement as promptly as reasonably practicable: (i) (A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Holder is included has been filed; (B) when the Commission notifies the Company whether there will be a “review” of the applicable Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of such Holders that pertain to such Holders as selling stockholders); and (C) with respect to each applicable Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to such Holders as sellers of Registrable Securities; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not 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, in the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this clause (v) in the event that the Company either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading).

(e) The Company will use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as reasonably practicable, or if any such order or suspension is made effective during any Blackout Period or Suspension Period, as promptly as reasonably practicable after such Blackout Period or Suspension Period is over.

(f) During the Effectiveness Period, the Company will furnish to each such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Holder (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(g) The Company will promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) authorized by the Company for use and each amendment or supplement thereto as such Holder may reasonably request during the Effectiveness Period. Subject to the terms of this Agreement, the Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h) The Company will cooperate with such Holders to facilitate the timely preparation and delivery of certificates (or book-entry shares) representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates (or book-entry shares) shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing. In connection therewith, if required by the Company’s transfer agent, the Company will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder of such Registrable Securities under the Registration Statement.

(i) Upon the occurrence of any event contemplated by Section 3(d)(v), as promptly as reasonably practicable, the Company will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(j) For a reasonable period prior to the filing of any Registration Statement and throughout the Effectiveness Period, the Company will make available, upon reasonable notice at the Company’s principal place of business or such other reasonable place, for inspection during normal business hours by a representative or representatives of the selling Holders, the managing underwriter or managing underwriters and any attorneys or accountants retained by such selling Holders or underwriters, all such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act.

(k) Notwithstanding any other provision of this Agreement, the Company shall not be required to file a Registration Statement (or any amendment thereto) pursuant to Section 2(a) of this Agreement for a period of up to 30 days if (i) the Board determines that a postponement is in the best interest of the Company and its stockholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company), (ii) the Board determines such registration would render the Company unable to comply with applicable securities laws or (iii) the Board determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that in no event shall any Blackout Period together with any Suspension Period exceed an aggregate of 120 days in any 12-month period.

(l) Notwithstanding anything contained in this Agreement, the Company shall not have any obligation to effect any underwritten offering of Shares, prepare any prospectus supplement for an underwritten offering of Shares, participate in any due diligence, execute any agreements or certificates or deliver legal opinions (other than customary de-legending certificates and opinions or any customary Exhibit 5 opinion required in connection with the initial filing of the Registration Statement) or obtain comfort letters in connection with any sales of the Shares under the Registration Statement.

4. No Inconsistent Agreements; Additional Rights. The Company shall not hereafter enter into, and, other than the Existing Registration Rights Agreement, is not currently a party to, any agreement with respect to its securities that is inconsistent in any material respect with the rights granted to the Holders by this Agreement. The Company shall not, prior to the termination of this Agreement, grant any registration rights that are superior to, conflict with, or would otherwise prevent the Company from performing, the rights granted to the Holders hereby. For a period of one year following the Closing Date, the Company will not amend or modify the Agreement of Limited Partnership of Opco LP (the “Opco LPA”) in a manner that would negatively impact the Redemption Rights (as defined in the Opco LPA) of the Holders, without such Holders’ prior written consent.

5. Registration Expenses. All Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement (in each case, excluding any Selling Expenses) shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “Registration Expenses” shall include, without limitation, (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the Trading Market and (B) in compliance with applicable state securities or “Blue Sky” laws), (ii) printing expenses (including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel, auditors, accountants and independent petroleum engineers for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement and (vii) reasonable fees and expenses of one counsel to the Holders reasonably acceptable to the Company and selected by the Holders that hold a majority of the Registrable Securities to be included in such filing in connection with the filing or amendment of any Registration Statement or Prospectus hereunder. In addition, the Company shall be responsible for

all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the Trading Market.

6. Indemnification.

(a) The Company shall indemnify and hold harmless each Holder, its Affiliates and each of their respective officers and directors and any agent thereof (collectively, “Holder Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Holder Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus (if the Company authorized the use of such preliminary prospectus prior to the Effective Date), or in any summary or final prospectus or free writing prospectus (if such free writing prospectus was authorized for use by the Company) or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable to any Holder Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified Person or any underwriter specifically for use in the preparation thereof. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. This indemnity shall be in addition to any liability the Company may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Person or any Indemnified Party (as defined below) and shall survive the transfer of such securities by such Holder. Notwithstanding anything to the contrary herein, this Section 6 shall survive any termination or expiration of this Agreement indefinitely.

(b) In connection with any Registration Statement in which a Holder participates, such Holder shall, severally and not jointly, indemnify and hold harmless the Company, its Affiliates and each of their respective officers, directors and any agent thereof, to the fullest extent permitted by applicable law, from and against any and all Losses as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free writing prospectus

or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to the Holder furnished in writing to the Company by such Holder for use therein. This indemnity shall be in addition to any liability such Holder may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Indemnified Party. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Any Person entitled to indemnification hereunder (each, an “Indemnified Party”) shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying party may exist with respect to such claim or there may be reasonable defenses available to the Indemnified Party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the Indemnified Party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any Indemnified Party there may be one or more legal or equitable defenses available to such Indemnified Party that are in addition to or may conflict with those available to another Indemnified Party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder.

(d) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Losses referred to herein, the indemnifying party, in lieu of indemnifying such Indemnified Party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the Indemnified Party, on the other, in connection with the untrue or alleged untrue statement of a material fact or the omission to state a material fact that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the Indemnified Party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

7. Registerable Securities Transactions. Subject to compliance with the Company’s policies, if requested by any Holder in connection with any transaction involving any Registrable Securities (including any sale or other transfer of such securities without registration under the Securities Act, any margin loan with respect to such securities and any pledge of such securities), the Company agrees to provide such Holder with customary and reasonable assistance to facilitate such transaction, including, without limitation, (i) such action as such Holder may reasonably request from time to time to enable such Holder to sell Registrable Securities in a transaction exempt from registration under the Securities Act and (ii) entering into an “issuer’s agreement” in connection with any margin loan with respect to such securities in form and substance reasonably satisfactory to the Company; provided, that the Holder shall deliver such documents reasonably requested by the Company or the Company’s transfer agent in connection with such request pursuant to this Section 7.

8. Facilitation of Sales Pursuant to Rule 144.

(a) To the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

(b) The Company will reasonably cooperate with and assist any Holder and its equityholders to facilitate the transfer of such Holder’s and its equityholders’ shares of Class A Common Stock to a DTC brokerage account as reasonably requested by such Holder (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of such shares without restrictive legends), provided that the Holder and its equityholders shall (i) deliver such documents reasonably requested by the Company or the Company’s transfer agent in connection with such request and (ii) agree not to sell such shares unless an effective registration statement is on file with the Commission or there is an applicable exemption from registration for such sale under the Securities Act or the rules promulgated thereunder.

9. Miscellaneous.

(a) Remedies. In the event of actual or potential breach by the Company of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Discontinued Disposition. Each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(d), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement as contemplated by Section 3(i) or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (a “Suspension Period”); provided, however, that in no event shall any Suspension Period together with any other Suspension Periods exceed an aggregate of 60 days during the first six-month period following the Closing Date or 120 days in any 12-month period thereafter. The Company may provide appropriate stop orders to enforce the provisions of this Section 9(b).

(c) Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and Holders that hold a majority of the Registrable Securities as of the date of such waiver or amendment; provided, that any waiver or amendment that would have a disproportionate adverse effect on a Holder relative to the other Holders shall require the consent of such Holder. The Company shall provide prior notice to all Holders of any proposed waiver or amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

(d) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 9(d) prior to 5:00 p.m., Eastern Time, on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m., Eastern Time, on any date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Company:             Sitio Royalties Corp.

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

Attention:     Chris Conoscenti

Brett Riesenfeld

Email:           chris.conoscenti@sitio.com

brett.riesenfeld@sitio.com

With copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention:      William H. Aaronson

Michael Gilson

Email:           william.aaronson@davispolk.com

michael.gilson@davispolk.com

If to any Person who is then the registered Holder: To the address of such Holder as indicated on the signature page of this Agreement or, if different, as it appears in the applicable register for the Registrable Securities or as may be designated in writing by such Holder in accordance with this Section 9(d).

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 9(e), this Agreement, and any rights or obligations hereunder, may not be assigned without the prior written consent of the Company and the Holders. Notwithstanding anything in the foregoing to the contrary, the rights of a Holder pursuant to this Agreement with respect to all or any portion of its Registrable Securities may be assigned without such consent (but only with all related obligations) with respect to such Registrable Securities (and any Registrable Securities issued as a dividend or other distribution with respect to, in exchange for or in replacement of such Registrable Securities) by such Holder to a transferee of such Registrable Securities; provided (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Agreement. The Company may not assign its rights or obligations hereunder without the prior written consent of the Holders.

(f) No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, shall be construed to give any Person, other than the Parties or their respective successors and permitted assigns and any Indemnified Party, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement.

(g) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

(h) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE). With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement, each of the Parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware and the

appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a Party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 9(d) hereof; provided, however, that nothing herein shall affect the right of any Party hereto to serve process in any other manner permitted by law; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, 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.

(i) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(j) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

(l) Termination; Effectiveness. Except for Section 6, this Agreement shall terminate as to any Holder, when all Registrable Securities held by such Holder no longer constitute Registrable Securities.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

COMPANY:

SITIO ROYALTIES CORP. (F/K/A SNAPPER MERGER SUB I, INC.)

By:

Name:

Title:

HOLDERS:
[•]
By:
Name:	[•]
Title:	[•]
Address for notice:
[•]
[•]
[•]
Attention: [•]
E-mail: [•] with copies (which shall not constitute notice) to:
[•]
[•]
[•]
Attention: [•]
Email: [•]

EX-10.2

Exhibit 10.2

FORM OF

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of ______________, 2022 by and between Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Services to the Company. Indemnitee agrees to serve as a director and/or an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Company’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company, as provided in Section 16 hereof.

2. Definitions. As used in this Agreement:

(a) References to “agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

2

(ii) Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 2(b), the following terms shall have the following meanings:

(A) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(B) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(C) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

3

(c) “Corporate Status” describes the status of a person who is or was a director, trustee, partner, managing member, manager, fiduciary, officer, employee or agent of the Company or of any other corporation, limited liability company, partnership or joint venture, trust or other enterprise which such person is or was serving at the request of the Company.

(d) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(e) “Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, manager, employee, agent or fiduciary.

(f) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with, or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, and for purposes of Section 14(d) only, Expenses incurred by or on behalf of Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, the Certificate of Incorporation, the Bylaws or under any directors’ and officers’ liability insurance policies maintained by the Company, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4

(h) The term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, regulatory or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the Indemnitee’s Corporate Status, by reason of any action taken by him (or a failure to take action by him) or of any action (or failure to act) on his part while acting pursuant to his Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

(i) Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in manner “not opposed to the best interests of the Company” as referred to in this Agreement.

3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that his conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of its stockholders or disinterested directors or applicable law.

4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss (including all interest,

5

assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered) shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction (after the time for an appeal has expired) to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his Corporate Status, a witness, is required to respond to discovery requests in any Proceeding or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

8. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee, by reason of his Corporate Status, is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered) actually and reasonably incurred by Indemnitee in connection with the Proceeding.

6

(b) For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

9. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law, or any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), or any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

(c) except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

7

10. Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 14(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

11. Procedure for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding, in each case, to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

8

12. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or if a Change in Control shall not have occurred, if requested by Indemnitee, by Independent Counsel, a copy of which shall be delivered to Indemnitee, by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom all objections are so resolved

9

or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

13. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) Subject to Section 14(e), if the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 13(b) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a) of this Agreement and if within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement.

10

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

14. Remedies of Indemnitee.

(a) Subject to Section 14(e), in the event that a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, advancement of Expenses is not timely made pursuant to Section 10 of this Agreement, no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, payment of indemnification is not made pursuant to Section 5, 6 or 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

11

(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or a prohibition of such indemnification under applicable law.

(d) The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in

12

Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust or other enterprise.

(f) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided by one or more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, liability or matter that is the subject of the Indemnity Obligations (as defined below), (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent

13

documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses or liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any liability arising as a result of Indemnitee’s status as director, officer, employee or agent of the Company or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or valid and any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement. As used herein, the term “Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under the Certificate of Incorporation, the Bylaws, this Agreement or otherwise, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

16. Duration of Agreement. This Agreement shall continue for so long as Indemnitee serves as a director, officer, employee, agent or fiduciary of the Company or, at the request of the Company, as a director, officer, partner, member, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement. The indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

14

17. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

18. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

19. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

20. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

21. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed, (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received,

15

or (e) sent by e-mail, with receipt of written confirmation by e-mail that such transmission has been received:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b) If to the Company to

Sitio Royalties Corp.

1401 Lawrence St, Suite 1750

Denver, Colorado 80202

Attention: General Counsel

or to any other address as may have been furnished to Indemnitee by the Company.

22. Contribution.

(a) To the fullest extent permitted by law, whether or not the indemnification provided in this Agreement is available, in respect of any threatened, pending or completed action, suit or Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, or Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations that applicable law may require to be considered.

(c) The Company hereby agrees, to the fullest extent permitted by applicable law, to fully indemnify and hold Indemnitee harmless from any claims of contribution that may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

16

(d) To the fullest extent permissible under applicable law and without diminishing or impairing the obligations of the Company set forth in the preceding subparagraphs of this Section , if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

(e) The relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such matter shall be determined by reference to the relative fault of Indemnitee as determined by the court or other governmental agency assessing the contribution amounts or to the extent such court or other governmental agency does not apportion relative fault, by the Independent Counsel (or such other party that makes a determination under this Agreement) after giving effect to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, the degree to which their conduct is active or passive, the degree of the knowledge, access to information, and opportunity to prevent or correct the subject matter of the Proceedings and other relevant equitable considerations of each party. The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 22 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 22.

23. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably Continental Stock Transfer & Trust Company, 1000 North King Street, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

17

24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

25. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

[Signature Page Follows]

18

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

SITIO ROYALTIES CORP.

By:

Name:

Title:

Signature Page to

Indemnification Agreement

INDEMNITEE

By:

Name:

Address:

Signature Page to

Indemnification Agreement

EX-10.3

Exhibit 10.3

Execution Version

ASSIGNMENT, ASSUMPTION AND AMENDMENT

OF

DIRECTOR DESIGNATION AGREEMENT

Dated December 29, 2022

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 29, 2022, is made by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “New Sitio”), STR Sub Inc. (f/k/a Sitio Royalties Corp.; f/k/a Falcon Minerals Corporation; f/k/a Osprey Energy Acquisition Corp.), a Delaware corporation (the “Former Sitio”), and each of the undersigned set forth on the signature page hereto under the heading “Principal Stockholders” (the “Principal Stockholders”) and amends the Director Designation Agreement (the “Director Designation Agreement”), dated January 11, 2022, by and between Former Sitio and the Principal Stockholders. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Director Designation Agreement.

WHEREAS, on September 6, 2022, Former Sitio entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brigham Minerals, Inc. (“Brigham”), Brigham Minerals Holdings, LLC, Sitio Royalties Operating Partnership, LP, New Sitio, Snapper Merger Sub IV, Inc., Snapper Merger Sub V, Inc. (“Sitio Merger Sub”) and Snapper Merger Sub II, LLC, providing for the combination of Former Sitio and Brigham;

WHEREAS, pursuant to the Merger Agreement, on the date hereof, Sitio Merger Sub merged with and into Former Sitio (the “Merger”), with Former Sitio surviving as a direct wholly owned subsidiary of New Sitio;

WHEREAS, in connection with the Merger, Former Sitio desires to assign all of its right, title and interest in the Director Designation Agreement to New Sitio and New Sitio wishes to accept such assignment; and

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Assignment and Assumption; Consent.

1.1. Assignment and Assumption. As of and with effect on and from the Closing (as defined in the Merger Agreement, the “Closing”), Former Sitio hereby assigns to New Sitio all of Former Sitio’s right, title and interest in and to the Director Designation Agreement (as amended hereby); New Sitio hereby assumes, and agrees to perform and satisfy all of Former Sitio’s obligations under the Director Designation Agreement (as amended hereby) arising on, from and after the Closing.

1.2. Consent. The Principal Stockholders hereby consent to (i) the assignment of the Director Designation Agreement by Former Sitio to New Sitio and the assumption of the Director Designation Agreement by New Sitio from Former Sitio, in each case effective as of the Closing, and (ii) the continuation of the Director Designation Agreement (as amended by this Agreement), in full force and effect from and after the Closing.

2. Amendment of Director Designation Agreement. Effective as of the Closing, Former Sitio and the Principal Stockholders hereby amend the Director Designation Agreement as provided in this Section 2.

2.1. References to the “Company”. All references to the “Company” in the Director Designation Agreement shall be references to New Sitio.

2.2. References to “Class A Common Stock”. All references to “Class A Common Stock” in the Director Designation Agreement shall be references to Class A common stock, par value $0.0001 per share, of New Sitio.

2.3. References to “Class C Common Stock”. All references to “Class C Common Stock” in the Director Designation Agreement shall be references to Class C common stock, par value $0.0001 per share, of New Sitio.

2.4. Notice Clause. The address of Former Sitio under Section 4.1 of the Director Designation Agreement is hereby deleted and replaced with the following:

Sitio Royalties Corp.

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

Attention: Brett Riesenfeld

Email: brett.riesenfeld@sitio.com

3. Miscellaneous Provisions. Sections 4.2, 4.3, 4.5, 4.6, 4.7 and 4.9 of the Director Designation Agreement shall apply to this Agreement, mutatis mutandis.

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SITIO ROYALTIES CORP.

By:

Name:

Title:

STR SUB INC.

By:

Name:

Title:

[Signature Page to Assignment, Assumption and Amendment Agreement]

PRINCIPAL STOCKHOLDERS:

[•]

By:

Name:

Title:

[Signature Page to Assignment, Assumption and Amendment Agreement]

EX-10.4

Exhibit 10.4

Execution Version

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

Dated December 28, 2022

This AMENDMENT (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the “Partnership”), dated as of June 7, 2022 (as amended, supplemented or otherwise modified, the “Agreement”), is made and entered into as of December 28, 2022 by the General Partner of the Partnership.

WHEREAS, STR Sub Inc. (f/k/a Sitio Royalties Corp.), a Delaware corporation (“Former Sitio”), the Partnership, Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (“New Sitio”), Snapper Merger Sub II, LLC, a Delaware limited liability company, MNRL Sub Inc. (f/k/a Brigham Minerals Inc.), a Delaware corporation (“Former Brigham”), Brigham Minerals Holdings, LLC, a Delaware limited liability company, Snapper Merger Sub IV, Inc., a Delaware corporation (“Brigham Merger Sub”), and Snapper Merger Sub V, Inc., a Delaware corporation (“Sitio Merger Sub”), entered into an Agreement and Plan of Merger, dated as of September 6, 2022 (the “Brigham Merger Agreement”), pursuant to which Former Sitio will merge with and into Sitio Merger Sub with Former Sitio surviving the merger as a wholly owned subsidiary of New Sitio (the “Sitio Merger”) and, concurrently with the Sitio Merger, Former Brigham will merge with and into Brigham Merger Sub with Former Brigham surviving the merger as a wholly owned subsidiary of New Sitio (the “Brigham Merger” and together with the Sitio Merger, the “Mergers”);

WHEREAS, the General Partner of the Partnership, pursuant to its authority under Section 16.03 of the Agreement, desires to effect an amendment to the Agreement on the terms and conditions contained herein; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings given thereto in the Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, the General Partner hereby agree as follows:

1. Amendment. Effective as of the effective time of the Mergers, the Agreement shall be amended as follows:

1.1. The definition of “Corporation” in Article I shall be restated as follows:

“Corporation” means Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation, together with its successors and assigns.

1.2. The definition of “DPM Registration Rights Agreement” in Article I shall be restated as follows:

“DPM Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of January 11, 2022, by and among Falcon Minerals Corporation and the DPM Holders.

1.3. The definition of “Royal Registration Rights Agreement” in Article I shall be restated as follows:

“Royal Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of August 23, 2018, by and among Falcon Minerals Corporation and the Royal Contributors (other than Royal).

1.4. The following definitions shall be added to Article I:

“Brigham Merger Agreement” means that certain Agreement and Plan of Merger, dated as of September 6, 2022, by and among the Corporation, STR Sub Inc. (f/k/a Sitio Royalties Corp.), a Delaware corporation, the Partnership, Snapper Merger Sub II, LLC, a Delaware limited liability company, Brigham, Brigham Minerals Holdings, LLC, a Delaware limited liability company, Snapper Merger Sub IV, Inc., a Delaware corporation, and Snapper Merger Sub V, Inc., a Delaware corporation.

“Brigham Opco Merger” means the merger of Opco Merger Sub LLC with and into Opco LLC pursuant to the Brigham Merger Agreement.

“Opco LLC” means Brigham Minerals Holdings, LLC, a Delaware limited liability company.

“Opco Merger Sub LLC” means Snapper Merger Sub II, LLC, a Delaware limited liability company.

1.5. Section 3.03(a) shall be restated as follows:

(a) Falcon Minerals Corporation Contribution. Pursuant to the Contribution Agreement, at the Royal Closing, Falcon Minerals Corporation contributed, assigned, transferred, conveyed and delivered to the Partnership cash in the aggregate amount of $382,217,254.88 in exchange for (i) 45,855,000 Common Units and (ii) warrants (the “Warrants”) exercisable for a number of Common Units equal to the number of shares of Class A Common Stock underlying the warrants of the Corporation outstanding immediately prior to such issuance of Warrants. Each Warrant shall be treated as a “noncompensatory option” within the meaning of Treasury Regulations Sections 1.721-2(f) and 1.761-3(b)(2) and shall not be treated as a partnership interest pursuant to Treasury Regulations Section 1.761-3(a) unless otherwise required pursuant to a “determination” within the meaning of Section 1313 of the Code (or analogous provision of state, local or non-U.S. Law).

2

1.6. Section 5.05 shall be restated as follows:

Withholding; Indemnification and Reimbursement for Payments on Behalf of a Partner.

(a) The Partnership and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable Law, and each Partner hereby authorizes the Partnership and its Subsidiaries to withhold or pay on behalf of or with respect to such Partner any amount of U.S. federal, state, or local or non-U.S. taxes that the General Partner determines, in good faith, that the Partnership or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Partner pursuant to this Agreement. In addition, if the Partnership is obligated to pay any other amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Partner (including U.S. federal income taxes as a result of Partnership obligations pursuant to the Revised Partnership Audit Provisions with respect to items of income, gain, loss deduction or credit allocable or attributable to such Partner, state personal property taxes and state unincorporated business taxes, but excluding payments such as professional association fees and the like made voluntarily by the Partnership on behalf of any Partner based upon such Partner’s status as an employee of the Partnership), then such tax shall be treated as an amount of taxes withheld or paid with respect to such Partner pursuant to this Section 5.05. For all purposes under this Agreement, any amounts withheld or paid with respect to a Partner pursuant to this Section 5.05 shall be treated as having been distributed to such Partner at the time such withholding or payment is made. Further, to the extent that the cumulative amount of such withholding or payment for any period exceeds the distributions to which such Partner is entitled for such period, such Partner shall indemnify the Partnership in full for the amount of such excess. The General Partner may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Partnership under this Section 5.05. A Partner’s obligation to indemnify the Partnership under this Section 5.05 shall survive the termination, dissolution, liquidation and winding up of the Partnership, and for purposes of this Section 5.05, the Partnership shall be treated as continuing in existence. The Partnership may pursue and enforce all rights and remedies it may have against each Partner under this Section 5.05, including instituting a lawsuit to collect amounts owed under such indemnity with interest accruing from the date such withholding or payment is made by the Partnership at a rate per annum equal to the sum of the Base Rate (but not in excess of the highest rate per annum permitted by Law). Any income from such indemnity (and interest) shall not be allocated to or distributed to the Partner paying such indemnity (and interest). Each Partner hereby agrees to furnish to the Partnership such information and forms as required or reasonably requested in order to comply with any laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Partner is legally entitled.

3

(b) If a Partner that receives Units in connection with the closing of the Brigham Opco Merger does not provide an IRS Form W-9 or another certificate of non-foreign status to the Partnership by the date that is two (2) days prior to the date that the Partnership is required to remit any withholding tax applicable under Section 1445 and Section 1446 of the Code with respect to the transfer of such Units to such Partner in connection with the closing of the Brigham Opco Merger, then (i) such Partner shall forfeit a number of Units with a value equal to the amount of such required withholding tax (determined by the Partnership in its sole discretion exercised in good faith and with the value of a Unit being equal to the closing price of a share of Class A Common Stock for the Trading Day immediately prior to Trading Day on which the closing of the Brigham Opco Merger occurred), (ii) the Partnership shall pay to the applicable Governmental Entity an amount equal to such required withholding tax, and (iii) a number of shares of Class C Common Stock equal to the number of Units so forfeited by such Partner shall be automatically cancelled by the Corporation for no consideration. For the avoidance of doubt, the Partnership shall not withhold any other amounts under Section 5.05(a) or otherwise with respect to the issuance of Units to a Partner in connection with the closing of the Brigham Opco Merger.

2. Miscellaneous Provisions. Sections 16.09, 16.10, 16.11, 16.12, 16.13 and 16.18 of the Agreement shall apply to this Amendment, mutatis mutandis.

4

Execution Version

IN WITNESS WHEREOF, the General Partner has caused this Amendment to be duly executed as of the date first above written.

GENERAL PARTNER:
SITIO ROYALTIES GP, LLC
By:	/s/ Brett Riesenfeld
Name:	Brett Riesenfeld
Title:	Executive Vice President, General Counsel and Secretary

EX-10.5

Exhibit 10.5

Execution Version

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

This Fourth Amendment to Second Amended and Restated Credit Agreement (this “Fourth Amendment”) dated as of December 29, 2022 (the “Fourth Amendment Effective Date”), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), each of the Guarantors, each of the Lenders party hereto, the Issuing Bank and Bank of America, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.

R E C I T A L S

A. The Borrower, the Administrative Agent, the Lenders, the Issuing Bank and the other parties thereto are parties to that certain Second Amended and Restated Credit Agreement dated as of June 7, 2022 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders and the Issuing Bank have agreed to make extensions of credit to the Borrower for the purposes and subject to the terms and conditions set forth therein.

B. The Borrower has entered into that certain Agreement and Plan of Merger, dated as of September 6, 2022 (such agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, in each case, to the extent permitted by the Credit Agreement as amended hereby, the “Brigham Merger Agreement”), by and among the Borrower, Parent, Snapper Merger Sub I, Inc., a Delaware corporation, Snapper Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub”), Brigham Minerals, Inc., a Delaware corporation, and Brigham Minerals Holdings, LLC, a Delaware limited liability company (“Brigham Holdings”), pursuant to which, among other things, Merger Sub will merge with and into Brigham Holdings, with Brigham Holdings surviving the merger (the “Brigham Merger”).

C. In connection with the Brigham Merger, the Borrower, the Administrative Agent, the Issuing Bank and the Lenders party hereto have agreed to amend the Credit Agreement as provided herein, subject to the terms and conditions hereof.

D. The Lenders desire to effectuate the Scheduled Redetermination of the Borrowing Base intended to be effective on or about October 1, 2022 by reaffirming the Borrowing Base at $300,000,000 on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1 Defined Terms. Each capitalized term used herein and not otherwise defined herein has the meaning assigned to such term in the Credit Agreement, as amended by this Fourth Amendment. Unless otherwise indicated, all section references in this Fourth Amendment refer to sections of the Credit Agreement.

Section 2 Amendments to Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 4 hereof, effective as of the Fourth Amendment Effective Date the Credit Agreement (other than the signature pages, Annexes, Exhibits and Schedules thereto) shall be amended to read in its entirety as set forth on Exhibit A attached hereto.

Section 3 Scheduled Redetermination of Borrowing Base. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 4 hereof, the Administrative Agent and the Lenders party hereto, constituting at least the Required Lenders, hereby agree that the existing Borrowing Base of $300,000,000 shall be reaffirmed at $300,000,000 effective as of the Fourth Amendment Effective Date (the “October 2022 Scheduled Borrowing Base Redetermination”) and continuing until the next Redetermination Date or other adjustment to the Borrowing Base, whichever occurs first pursuant to the Credit Agreement as amended hereby. The Borrower, the Administrative Agent and the Lenders party hereto hereby further agree that the October 2022 Scheduled Borrowing Base Redetermination provided for herein shall constitute the Scheduled Redetermination of the Borrowing Base intended to be effective on or about October 1, 2022 (or such date thereafter as reasonably practicable) as referenced in Section 2.07(b) of the Credit Agreement and that this Fourth Amendment constitutes the New Borrowing Base Notice with respect to such Scheduled Redetermination.

Section 4 Conditions Precedent. The effectiveness of this Fourth Amendment is subject to the satisfaction of the following conditions precedent:

4.1 Counterparts. The Administrative Agent shall have received counterparts of this Fourth Amendment, duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting the Required Lenders.

4.2 Fees and Expenses. The Administrative Agent shall have received all fees and other amounts due and payable by the Borrower on or prior to the Fourth Amendment Effective Date including, without limitation, reimbursement or payment of all invoiced documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

4.3 Brigham Merger Agreement. The Administrative Agent shall have received executed copies of the Brigham Merger Agreement (as in effect as of the Fourth Amendment Effective Date) and any other documents related to the Brigham Merger reasonably requested by the Administrative Agent, each certified as being true and complete by a Responsible Officer of the Borrower.

4.4 Amendment No. 1 to 2026 Senior Notes Note Purchase Agreement Amendment. All of the conditions precedent to the effectiveness of the Amendment No. 1 to 2026 Senior Notes Note Purchase Agreement shall have been satisfied (or waived) or will be satisfied (or waived) substantially concurrently with the effectiveness of this Fourth Amendment in accordance with the Amendment No. 1 to 2026 Senior Notes Note Purchase Agreement. The Administrative Agent shall have received an executed copy of the Amendment No. 1 to 2026 Senior Notes Note Purchase Agreement in form and substance reasonably satisfactory to the Administrative Agent, certified as being true and complete by a Responsible Officer of the Borrower.

2

4.5 Brigham Loan Papers. All of the conditions precedent to the effectiveness of the Sixth Amendment to the Brigham RBL Credit Agreement dated as of the Fourth Amendment Effective Date (the “Brigham RBL Amendment”), among Brigham Resources, as borrower, the financial institutions party thereto as lenders and Wells Fargo Bank, N.A., as administrative agent shall have been satisfied (or waived) or will be satisfied (or waived) substantially concurrently with the effectiveness of this Fourth Amendment in accordance with the Brigham RBL Amendment. The Administrative Agent shall have received executed copies of the Brigham RBL Credit Agreement (as in effect as of the Fourth Amendment Effective Date), the Brigham RBL Amendment, and the other Brigham RBL Loan Papers (other than the Notes (as defined in the Brigham RBL Credit Agreement), the Letters of Credit (as defined in the Brigham RBL Credit Agreement), fee letters, certificates and any other Brigham RBL Loan Papers not required by the Administrative Agent to be delivered in connection herewith), each certified as being true and complete by a Responsible Officer of the Borrower.

4.6 No Default or Borrowing Base Deficiency. Immediately prior to and after giving effect to this Fourth Amendment and any Borrowing being made on the Fourth Amendment Effective Date, (a) no Default shall have occurred and be continuing, (b) no Borrowing Base Deficiency shall have occurred and (c) each of the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement, as amended hereby, and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) on and as of the Fourth Amendment Effective Date.

4.7 Borrower’s Agreement of Limited Partnership. The Borrower’s limited partnership agreement and all amendments or other modifications thereto, certified as being true and complete as of the Fourth Amendment Effective Date by a Responsible Officer of the Borrower.

4.8 Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

Notwithstanding anything to the contrary set forth in Section 12.02 of the Credit Agreement or otherwise, the Administrative Agent is hereby authorized and directed to declare this Fourth Amendment to be effective on the date that it receives the foregoing, to the reasonable satisfaction of the Administrative Agent, or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon the Lenders and all other parties to the Credit Agreement, as amended hereby, for all purposes.

3

Section 5 Miscellaneous.

5.1 Counterparts. This Fourth Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and all parties need not execute the same counterpart. Delivery of an executed counterpart of a signature page of this Fourth Amendment by telecopy, emailed .pdf, .tif or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Fourth Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Fourth Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

5.2 Severability. Any provision of this Fourth Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

5.3 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Fourth Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Fourth Amendment, and this Fourth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

5.4 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Fourth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges and renews its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, (d) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately prior to and after giving effect to this Fourth Amendment, except (i) to the extent any such

4

representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (e) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fourth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (f) represents and warrants to the Lenders and the Administrative Agent that, immediately prior to and after giving effect to this Fourth Amendment, no Default exists.

5.5 Governing Law. This Fourth Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the provisions of Section 12.09(b) through (d) of the Credit Agreement, and such provisions shall apply to this Fourth Amendment mutatis mutandis.

5.6 ENTIRE AGREEMENT. THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

5.7 Successors and Assigns. The provisions of this Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted by the Credit Agreement.

[Remainder of this page intentionally left blank. Signature pages follow.]

5

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed by their respective officers or other authorized signatory thereunto duly authorized, as of the date first written above.

BORROWER:	SITIO ROYALTIES OPERATING PARTNERSHIP, LP
	By: Sitio Royalties GP, LLC, its general partner
	By:
	Name:
	Title:

GUARANTORS:	KMF LAND, LLC DPM HOLDCO LLC NOBLE EF GP LLC NOBLE MARCELLUS GP, LLC NOBLE EF DLG GP LLC
	By:
	Name:
	Title:

DGK ORRI COMPANY, L.P.

By: Sitio Royalties GP, LLC, its general partner

By:

Name:

Title:

NOBLE EF DLG LP

By: Noble EF DLG GP LLC, its general partner

By:

Name:

Title:

NOBLE EF LP

By: Noble EF GP LLC, its general partner

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

NOBLE MARCELLUS LP

By: Noble Marcellus GP, LLC, its general partner

By:

Name:

Title:

VICKICRISTINA, L.P.

By: Sitio Royalties GP, LLC, its general partner

By:

Name:

Title:

FALCON EAGLE FORD, LP

By: Sitio Royalties GP, LLC, its general partner

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent, Issuing Bank and Lender
	By:
		Name:
		Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

BARCLAYS BANK PLC,

as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

CITIBANK, N.A.,

as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

ROYAL BANK OF CANADA,

as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

CREDIT SUISSE AG, New York Branch,

as a Lender

By:

Name:

Title:

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

COMERICA BANK,

as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

– SITIO ROYALTIES OPERATING PARTNERSHIP, LP

EXHIBIT A

Conformed Credit Agreement (as of the Fourth Amendment Effective Date)

[Attached]

EXHIBIT A TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT – SITIO

ROYALTIES OPERATING PARTNERSHIP, LP

Exhibit A to Fourth Amendment to Second Amended and Restated Credit Agreement

Execution Version

THIS COPY OF THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT HAS BEEN CONFORMED TO SHOW CHANGES MADE PURSUANT TO (I) THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 24, 2022, (II) THE SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 8, 2022, (III) THE THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 21, 2022 AND (IV) THE FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 29, 2022.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF

JUNE 7, 2022

AMONG

SITIO ROYALTIES OPERATING PARTNERSHIP, LP,

AS BORROWER,

BANK OF AMERICA, N.A.,

AS ADMINISTRATIVE AGENT AND ISSUING BANK

AND

THE LENDERS PARTY HERETO

BARCLAYS BANK PLC, CAPITAL ONE, NATIONAL ASSOCIATION,

FIFTH THIRD BANK, NATIONAL ASSOCIATION AND KEYBANK NATIONAL ASSOCIATION,

AS CO-DOCUMENTATION AGENTS

BOFA SECURITIES, INC.,

AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER

TABLE OF CONTENTS

		Page
Article I Definitions and Accounting Matters			7
Section 1.01	Terms Defined Above		7
Section 1.02	Certain Defined Terms		7
Section 1.03	Rounding		52
Section 1.04	Terms Generally; Rules of Construction		52
Section 1.05	Accounting Terms and Determinations; GAAP		53
Section 1.06	Interest Rates		53
Section 1.07	Designation and Conversion of Restricted and Unrestricted Subsidiaries		54
Section 1.08	Letter of Credit Amounts		55
Section 1.09	Divisions		55
Article II The Credits			55
Section 2.01	Commitments		55
Section 2.02	Loans and Borrowings		56
Section 2.03	Requests for Borrowings		57
Section 2.04	Interest Elections		58
Section 2.05	Funding of Borrowings		59
Section 2.06	Termination, Revision and Reduction of Commitments and Aggregate Maximum Credit Amounts; Increase, Reduction and Termination of Aggregate Elected Commitment		60
Section 2.07	Borrowing Base		64
Section 2.08	Letters of Credit		68
Article III Payments of Principal and Interest; Prepayments; Fees			74
Section 3.01	Repayment of Loans		74
Section 3.02	Interest		75
Section 3.03	Inability to Determine Rates		76
Section 3.04	Prepayments		78
Section 3.05	Fees		83
Article IV Payments; Pro Rata Treatment; Sharing of Set-offs			84
Section 4.01	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		84
Section 4.02	Presumption of Payment by the Borrower		86
Section 4.03	Deductions by the Administrative Agent; Defaulting Lenders		86
Section 4.04	Disposition of Proceeds		89

i

Article V Increased Costs; Break Funding Payments; Taxes; Illegality		89
Section 5.01	Increased Costs	89
Section 5.02	Break Funding Payments	90
Section 5.03	Taxes	91
Section 5.04	Mitigation Obligations; Replacement of Lenders	94
Section 5.05	Illegality	97
Article VI Conditions Precedent		97
Section 6.01	Effective Date	96
Section 6.02	Each Credit Event	99
Article VII Representations and Warranties		100
Section 7.01	Organization; Powers	100
Section 7.02	Authority; Enforceability	100
Section 7.03	Approvals; No Conflicts	100
Section 7.04	Financial Condition; No Material Adverse Change	101
Section 7.05	Litigation	101
Section 7.06	Environmental Matters	102
Section 7.07	Compliance with the Laws and Agreements; No Defaults	103
Section 7.08	Investment Company Act	103
Section 7.09	Taxes	103
Section 7.10	ERISA	103
Section 7.11	Disclosure; No Material Misstatements	103
Section 7.12	Insurance	104
Section 7.13	Restriction on Liens	104
Section 7.14	Subsidiaries	104
Section 7.15	Jurisdiction of Organization	104
Section 7.16	Properties; Titles, Etc.	104
Section 7.17	Maintenance of Properties	105
Section 7.18	Gas Imbalances, Prepayments	106
Section 7.19	Marketing of Production	106
Section 7.20	Swap Agreements and Qualified ECP Counterparty	106
Section 7.21	Use of Loans and Letters of Credit	106
Section 7.22	Solvency	107
Section 7.23	International Operations	107
Section 7.24	USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions	107
Section 7.25	Affected Financial Institution	107
Article VIII Affirmative Covenants		108
Section 8.01	Financial Statements; Other Information	108
Section 8.02	Notices of Material Events	114
Section 8.03	Existence; Conduct of Business	114
Section 8.04	Payment of Obligations	114
Section 8.05	Performance of Obligations under Loan Documents	114
Section 8.06	Operation and Maintenance of Properties	114
Section 8.07	Insurance	115

ii

Section 8.08	Books and Records; Inspection Rights	116
Section 8.09	Compliance with Laws	116
Section 8.10	Environmental Matters	116
Section 8.11	Further Assurances	117
Section 8.12	Reserve Reports	117
Section 8.13	Title Information	118
Section 8.14	Additional Collateral; Additional Guarantors	119
Section 8.15	ERISA Event	120
Section 8.16	Marketing Activities	120
Section 8.17	Accounts	120
Section 8.18	Unrestricted Subsidiaries	121
Section 8.19	Post-Closing Matters	121
Article IX Negative Covenants		121
Section 9.01	Financial Covenants	121
Section 9.02	Debt	123
Section 9.03	Liens	125
Section 9.04	Restricted Payments	125
Section 9.05	Investments, Loans and Advances	127
Section 9.06	Nature of Business; International Operations	130
Section 9.07	[Reserved]	130
Section 9.08	Proceeds of Loans; OFAC	130
Section 9.09	ERISA Compliance	130
Section 9.10	Sale or Discount of Receivables	131
Section 9.11	Mergers, Etc.	131
Section 9.12	Sale of Properties	131
Section 9.13	Environmental Matters	133
Section 9.14	Transactions with Affiliates	133
Section 9.15	Subsidiaries	133
Section 9.16	Negative Pledge Agreements; Dividend Restrictions	134
Section 9.17	Gas Imbalances, Take-or-Pay or Other Prepayments	134
Section 9.18	Swap Agreements	134
Section 9.19	Amendments to Material Agreements; Amendment to Fiscal Year	135
Section 9.20	Amendments to Terms of Merger Agreement, Momentum Acquisition Agreement and Brigham Merger Agreement	135
Section 9.21	Repayment of Permitted Additional Debt; Amendment to Terms of Permitted Additional Debt	136
Section 9.22	Passive Holding Company Status of the Parent, TopCo and the GP Pledgor	137
Section 9.23	Debt of Brigham Entities	138
Article X Events of Default; Remedies		138
Section 10.01	Events of Default	138
Section 10.02	Remedies	140

iii

Article XI The Agents		142
Section 11.01	Appointment; Powers	142
Section 11.02	Duties and Obligations of Administrative Agent	142
Section 11.03	Action by Administrative Agent	143
Section 11.04	Reliance by Administrative Agent	144
Section 11.05	Subagents	144
Section 11.06	Resignation of Administrative Agent	145
Section 11.07	Administrative Agent as Lender	146
Section 11.08	No Reliance	146
Section 11.09	Administrative Agent May File Proofs of Claim	147
Section 11.10	Withholding Tax	147
Section 11.11	Authority of Administrative Agent to Release Collateral and Liens	148
Section 11.12	[Reserved]	148
Section 11.13	Credit Bidding	148
Section 11.14	Certain ERISA Matters	149
Section 11.15	Recovery of Erroneous Payments	151
Article XII Miscellaneous		153
Section 12.01	Notices	153
Section 12.02	Waivers; Amendments	156
Section 12.03	Expenses, Indemnity; Damage Waiver	158
Section 12.04	Successors and Assigns	161
Section 12.05	Survival; Revival; Reinstatement	165
Section 12.06	Integration; ENTIRE AGREEMENT; Effectiveness	166
Section 12.07	Severability	166
Section 12.08	Right of Setoff	166
Section 12.09	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	167
Section 12.10	Headings	168
Section 12.11	Confidentiality; Material Non-Public Information	168
Section 12.12	Interest Rate Limitation	169
Section 12.13	EXCULPATION PROVISIONS	170
Section 12.14	Collateral Matters; Swap Agreements; Cash Management Agreements	170
Section 12.15	No Third Party Beneficiaries	171
Section 12.16	USA PATRIOT Act Notice	171
Section 12.17	Non-Fiduciary Status	171
Section 12.18	Flood Insurance Provisions	172
Section 12.19	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	172
Section 12.20	Acknowledgement Regarding Any Supported QFCs	172
Section 12.21	Releases	173
Section 12.22	Electronic Execution; Electronic Records; Counterparts	173
Section 12.23	Assignment and Assumption from KMF Land to Borrower; Amendment and Restatement; Existing Credit Agreement	175

iv

ANNEXES, EXHIBITS AND SCHEDULES

Annex I	List of Applicable Percentage, Maximum Credit Amounts and Elected Commitments
Exhibit A	Form of Note
Exhibit B	Form of Borrowing Request
Exhibit C	Form of Interest Election Request
Exhibit D	Form of Compliance Certificate
Exhibit E	Security Instruments
Exhibit F	Form of Guarantee Agreement
Exhibit G	Form of Assignment and Assumption
Exhibit H-1	Form of U.S. Tax Compliance Certificate
	(Foreign Lenders That Are Not Partnerships)
Exhibit H-2	Form of U.S. Tax Compliance Certificate
	(Foreign Participants That Are Not Partnerships)
Exhibit H-3	Form of U.S. Tax Compliance Certificate
	(Foreign Participants That Are Partnerships)
Exhibit H-4	Form of U.S. Tax Compliance Certificate
	(Foreign Lenders That Are Partnerships)
Exhibit I	Elected Commitment Increase Certificate
Exhibit J	Additional Lender Certificate
Exhibit K	Form of Discretionary Cash Flow Utilization Certificate
Schedule 7.05	Litigation
Schedule 7.14	Subsidiaries and Partnerships
Schedule 7.18	Gas Imbalances; Other Prepayments
Schedule 7.19	Marketing Agreements
Schedule 7.20	Swap Agreements
Schedule 8.19	Post-Closing Matters

v

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2022 is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership formerly known as Falcon Minerals Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), each of the Lenders (as defined below) from time to time party hereto, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent (as defined below) and Issuing Bank (as defined below), and, solely for the purposes of Section 12.23, KMF Land, LLC, a Delaware limited liability company (“KMF Land”).

R E C I T A L S

A. KMF Land, as borrower, DPM HoldCo, LLC, a Delaware limited liability company (“DPM Holdco”), as parent, the lenders party thereto (the “Existing Lenders”), Bank of America, as administrative agent, and the other parties thereto are party to that certain Amended and Restated Credit Agreement dated as of October 8, 2021 (as amended, supplemented or otherwise modified prior to the Effective Date (as defined below), the “Existing Credit Agreement”), pursuant to which the Existing Lenders have made certain loans to and extensions of credit on behalf of KMF Land for the purposes set forth therein.

B. Prior to or contemporaneously with the Effective Date, Ferrari Merger Sub A LLC, a Delaware limited liability company and a Wholly-Owned Subsidiary (as defined below) of the Borrower (“Merger Sub”) shall merge with and into DPM Holdco pursuant to the Merger Agreement (as defined below) (the “Merger”), with DPM Holdco surviving the Merger as a direct Wholly-Owned Subsidiary of the Borrower and with KMF Land being an indirect Wholly-Owned Subsidiary of the Borrower after the Merger.

C. Subject to the conditions precedent set forth herein, the parties hereto desire to (i) allow KMF Land to assign to the Borrower its rights, duties, liabilities and obligations as the borrower under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) (collectively, the “Existing Loan Documents”) executed in connection with the Existing Credit Agreement, (ii) reflect the reorganization effectuated by the Merger and (iii) amend and restate the Existing Credit Agreement in its entirety in the form of this Agreement.

D. KMF Land and the Borrower have requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrower.

E. The Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of this Agreement.

F. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree to amend and restate the Existing Credit Agreement as follows:

6

ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01 Terms Defined Above. As used in this Agreement, each term defined above has the meaning indicated above.

Section 1.02 Certain Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2026 Senior Notes” means the senior unsecured notes of Borrower due September 21, 2026 and issued pursuant to the 2026 Senior Notes Note Purchase Agreement.

“2026 Senior Notes Agent” means U.S. Bank Trust Company, National Association, as agent for the 2026 Senior Notes Holders or any permitted successor or assignee under the 2026 Senior Notes Documents.

“2026 Senior Notes Discharge” means and shall have occurred when (i) all principal, interest (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding), premium and Make-Whole Amount (as defined in the 2026 Senior Notes Note Purchase Agreement), if any, on all Notes (as defined in the 2026 Senior Notes Note Purchase Agreement) outstanding under the 2026 Senior Notes Note Purchase Agreement shall have been paid in full in cash, (b) all other 2026 Senior Notes Obligations or amounts that are outstanding under the 2026 Senior Notes Note Purchase Agreement and the other 2026 Senior Notes Documents (other than indemnity obligations for which notice of potential claim has not been given) shall have been paid in full in cash and (c) all Commitments (as defined in the 2026 Senior Notes Note Purchase Agreement) shall have terminated.

“2026 Senior Notes Documents” means, collectively, each “Note Document” as defined in the 2026 Senior Notes Note Purchase Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“2026 Senior Notes Guaranty” means the guaranty by the subsidiaries of the Borrower party as guarantors to the 2026 Senior Notes Note Purchase Agreement of the Guaranteed Obligations (as defined in the 2026 Senior Notes Note Purchase Agreement) pursuant to Article X of the 2026 Senior Notes Note Purchase Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“2026 Senior Notes Holders” has the meaning assigned to the term “Holders” in the 2026 Senior Notes Note Purchase Agreement.

“2026 Senior Notes Obligations” has the meaning assigned to the term “Obligations” in the 2026 Senior Notes Note Purchase Agreement.

“2026 Senior Notes Note Purchase Agreement” means that certain Note Purchase Agreement dated as of the Third Amendment Effective Date, by and among the Borrower, as Issuer under and as defined therein, the subsidiaries of the Borrower party thereto as guarantors, the 2026 Senior Notes Holders and the 2026 Senior Notes Agent, as amended by the Amendment No. 1 to 2026 Senior Notes Note Purchase Agreement and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

7

“ABR Borrowing” means any Borrowing comprised of ABR Loans.

“ABR Loan” means a Loan bearing interest based on the Alternate Base Rate.

“Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Acquisition” has the meaning given to such term in the First Amendment.

“Acquisition Agreement” has the meaning given to such term in the First Amendment.

“Additional Lender” has the meaning assigned to such term in Section 2.06(c)(i).

“Additional Lender Certificate” has the meaning assigned to such term in Section 2.06(c)(ii)(H).

“Administrative Agent” means Bank of America in its capacity as administrative agent hereunder, or any successor administrative agent as provided in Section 11.06.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means each of the Administrative Agent and any syndication agent, documentation agent or other agent or sub-agent pursuant to Section 11.05 appointed by the Administrative Agent with respect to matters related to the Loan Documents (including any trustee appointed pursuant to any mortgage or deed of trust, in each case, to the extent constituting a Security Instrument).

“Aggregate Elected Commitment” means, at any time, an amount equal to the sum of the aggregate Elected Commitments, as the same may be increased, reduced or terminated pursuant to Section 2.06(c). The Aggregate Elected Commitment as of the Effective Date is $300,000,000.

“Aggregate Maximum Credit Amounts” at any time shall equal the sum of the Maximum Credit Amounts in effect at such time, as the same may be reduced or terminated pursuant to Section 2.06(b). The Aggregate Maximum Credit Amounts as of the Effective Date is $750,000,000.

“Agreement” means this Second Amended and Restated Credit Agreement, including the Annexes, Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated.

8

“Alternate Base Rate” means, for any day, a fluctuating rate per annum equal to the greatest of (a) the Prime Rate in effect on such day as publicly announced from time to time by the Administrative Agent, (b) the Federal Funds Rate in effect on such day plus ¹⁄₂ of 1.0%, (c) Term SOFR plus 1.00% and (d) 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Alternate Base Rate shall be the greater of clause (a), (b) and (d) above and shall be determined without reference to clause (c) above.

“Amendment No. 1 to 2026 Senior Notes Note Purchase Agreement” means that certain First Amendment to the 2026 Senior Notes Note Purchase Agreement dated as of the Fourth Amendment Effective Date, by and among the Borrower, as Issuer under and as defined therein, the subsidiaries of the Borrower party thereto as guarantors, the 2026 Senior Notes Holders and the 2026 Senior Notes Agent, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“AML Laws” means the USA Patriot Act and all other laws, rules, and regulations of any jurisdiction applicable to any Lender, the Borrower, the Subsidiaries or any Guarantor from time to time concerning or relating to anti-money laundering.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and all other laws, rules, and regulations of any jurisdiction applicable to the Borrower or the Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Margin” means, for any day, with respect to any ABR Loan or Term SOFR Loan, or with respect to the Commitment Fee Rate, as the case may be, the rate per annum set forth in the Borrowing Base Utilization Grid below based upon the Borrowing Base Utilization Percentage then in effect:

Borrowing Base Utilization Grid
Borrowing Base Utilization Percentage	<25.0	%	≥25.0 but <50.0	%, %	≥50.0 but <75.0	%, %	≥75.0 <90.0	%, but %	≥90.0	%
ABR Loan Margin	1.500	%	1.750	%	2.000	%	2.250	%	2.500	%
Term SOFR Loan Margin	2.500	%	2.750	%	3.000	%	3.250	%	3.500	%
Commitment Fee Rate	0.375	%	0.375	%	0.500	%	0.500	%	0.500	%

Each change in the Applicable Margin and the Commitment Fee Rate shall apply during the period commencing on the effective date of such change in the Borrowing Base Utilization Percentage and ending on the date immediately preceding the effective date of the next such change; provided, however, that if at any time the Borrower fails to deliver a Reserve Report pursuant to Section 8.12(a), then the “Applicable Margin” and the “Commitment Fee Rate” shall mean the rate per annum set forth on the grid when the Borrowing Base Utilization Percentage is at its highest level, until such Reserve Report is delivered.

9

“Applicable Parties” has the meaning assigned to such term in Section 12.01(d)(iii).

“Applicable Percentage” means, with respect to any Lender at any time, the percentage of the Aggregate Maximum Credit Amounts represented by such Lender’s Maximum Credit Amount; provided that if the Commitments have terminated or expired, each Lender’s Applicable Percentage shall be determined based upon the Commitments most recently in effect.

“Approved Counterparty” means (a) any Lender or any Affiliate of a Lender, (b) any other Person whose (or, if such Person’s obligations under the applicable Swap Agreement are guaranteed by such Person’s Affiliate, whose Affiliate’s) long term senior unsecured debt rating is A-/A3 by S&P or Moody’s (or their equivalent) or higher, and (c) any other Person that is reasonably acceptable to the Administrative Agent in its sole discretion.

“Approved Electronic Platform” means IntraLinks^™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system.

“Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Petroleum Engineers” means (a) Ryder Scott Company Petroleum Consultants, L.P., (b) Cawley, Gillespie & Associates, Inc., (c) Netherland, Sewell & Associates, Inc., (d) DeGolyer and MacNaughton and (e) any other independent petroleum engineers reasonably acceptable to the Administrative Agent.

“Arranger” means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner hereunder.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit G or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the Effective Date until the Termination Date.

“Available Discretionary Cash Flow” means, as of any time of determination, an amount equal to (a) Discretionary Cash Flow for the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b) minus (b) the aggregate amount of all Discretionary Cash Flow Utilizations that have been made during the then-current Discretionary Cash Flow Utilization Period.

10

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article

55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” has the meaning set forth in the preamble.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“Borrower” has the meaning set forth in the preamble.

“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of a Term SOFR Borrowing, as to which a single Interest Period is in effect.

“Borrowing Base” means at any time an amount equal to the amount determined in accordance with Section 2.07, as the same may be adjusted from time to time pursuant to Section 2.07(e), Section 2.07(f) or Section 8.13(c).

11

“Borrowing Base Deficiency” occurs if at any time the total Revolving Credit Exposures exceeds the Borrowing Base then in effect. The amount of the Borrowing Base Deficiency at such time is the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect; provided, that, for purposes of determining the existence and amount of any Borrowing Base Deficiency, obligations under any Letter of Credit will not be deemed to be outstanding to the extent such obligations are cash collateralized or otherwise backstopped in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion.

“Borrowing Base Properties” means the proved Oil and Gas Properties of the Loan Parties included in the most recently delivered Reserve Report hereunder (including, for the avoidance of doubt, the Initial Reserve Report).

“Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day.

“Borrowing Request” means a request by the Borrower substantially in the form of Exhibit B or otherwise reasonably acceptable to the Administrative Agent for a Borrowing in accordance with Section 2.03.

“Bridge Guarantee Agreement” means that certain Guarantee Agreement dated as of the First Amendment Effective Date, by and among the Borrower, the Subsidiaries party thereto as guarantors and Bank of America, as administrative agent, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“Bridge Loan Debt” means the Debt owing to the Credit Parties (as defined in the Bridge Term Loan Agreement) from time to time under the Bridge Loan Documents.

“Bridge Loan Documents” means the “Loan Documents” as defined in the Bridge Term Loan Agreement.

“Bridge Term Loan Agreement” means that certain 364-Day Bridge Term Loan Agreement dated as of the First Amendment Effective Date, by and among the Borrower, as borrower, Bank of America, as administrative agent, and the lenders party thereto, as amended by the Bridge Term Loan First Amendment and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“Bridge Term Loan First Amendment” has the meaning given to such term in the Second Amendment.

“Brigham Borrowing Base” means, at any particular time, the Dollar amount determined to be the “Borrowing Base” under and as defined in, and as redetermined or otherwise adjusted in accordance with the terms of, the Brigham RBL Credit Agreement (as in effect on the Fourth Amendment Effective Date).

“Brigham Entities” means Brigham Holdings and the Subsidiaries thereof, including Brigham Resources, Brigham Minerals, and Rearden Minerals, LLC, a Delaware limited liability company.

12

“Brigham Holdings” means Brigham Minerals Holdings, LLC, a Delaware limited liability company.

“Brigham Loan Papers” means, collectively, each “Loan Paper” as defined in the Brigham RBL Credit Agreement as in effect on the Fourth Amendment Effective Date.

“Brigham Merger” means the “Mergers” as defined in the Brigham Merger Agreement as in effect on the Fourth Amendment Effective Date.

“Brigham Merger Agreement” means that certain Agreement and Plan of Merger, dated as of September 6, 2022, by and among the Borrower, Parent, TopCo, Snapper Merger Sub II, LLC, a Delaware limited liability company, Brigham Minerals and Brigham Holdings, as amended, restated, supplemented or otherwise modified as permitted hereunder.

“Brigham Merger Closing Date” means the “Closing Date” as defined in the Brigham Merger Agreement as in effect on the Fourth Amendment Effective Date.

“Brigham Minerals” means Brigham Minerals, Inc., a Delaware corporation.

“Brigham Permitted Holders” means (a) Pine Brook BXP Intermediate, L.P., Pine Brook BXP II Intermediate, L.P., Pine Brook PD Intermediate, L.P., (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, Warburg Pincus Energy (E&P)-A (Brigham), LLC, (c) Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P., Yorktown Energy Partners XI, L.P., YT Brigham Co Investment Partners, LP, and (d) any of the foregoing Persons’ Affiliates (other than portfolio companies thereof) or any fund managed or administered by any such Person or any of its Affiliates.

“Brigham RBL Credit Agreement” means that certain Credit Agreement dated as of May 16, 2019, among Brigham Resources, each of the lenders from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent, as amended on or prior to the Fourth Amendment Effective Date and as such agreement may be further amended, extended, supplemented, waived or otherwise modified from time to time.

“Brigham Resources” means Brigham Resources, LLC, a Delaware limited liability company.

“Brigham Unrestricted Subsidiary Distribution” has the meaning set forth in Section 9.04(h).

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by law to remain closed or are in fact closed.

“Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital (or finance) leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. It is understood that this definition is subject to the terms and conditions set forth in Section 1.05.

13

“Cash Equivalents” means any of the following types of Investments:

(a) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency or instrumentality thereof, in each case maturing within one year from the date of any Loan Party’s acquisition thereof;

(b) commercial paper maturing within one year from the date of any Loan Party’s acquisition thereof rated no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;

(c) deposits (including, but not limited to, certificates of deposit, time deposits, banker’s acceptances, and overnight bank deposits) maturing within one year from the date of any Loan Party’s acquisition thereof with (or issued by) any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, which has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;

(d) Dollars;

(e) marketable short-term money market and similar funds (including such funds investing a portion of their assets in municipal securities) having a rating of at least A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;

(f) repurchase obligations for underlying securities of the types described in clauses (a), (b), (c), and (e) entered into with any financial institution meeting the qualifications specified in clause (c) above;

(g) readily marketable direct obligations, with average maturities of one year or less from the date of any Loan Party’s acquisition thereof, issued by any state, commonwealth, or territory of the United States, or any political subdivision or taxing authority thereof, having one of the two highest rating categories obtainable from either S&P or Moody’s; and

(h) Investments in investment funds or deposits in money market funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (g) above.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management services.

“Cash Receipts” means all cash received by or on behalf of the Loan Parties, including without limitation: (a) any amounts payable under or in connection with any Oil and Gas Properties; (b) cash representing operating revenue earned or to be earned by the Loan Parties; (c) proceeds from Loans; and (d) any other cash received by the Loan Parties from whatever source (including, without limitation, amounts received in respect of the Liquidation of any Swap Agreement).

14

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Loan Parties.

“Chambers Minerals” means Chambers Minerals, LLC, a Delaware limited liability company.

“Change in Control” means the occurrence of any of the following:

(a) prior to the Brigham Merger Closing Date, (i) any “person” or “group” (within the meaning of Rules 13(d) and 14(d) of the Exchange Act), other than the Permitted Holders (or any Persons that are wholly-owned (directly or indirectly), and Controlled, by the Sitio Permitted Holders), shall have acquired beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act) or Control of 35.0% or more on a fully diluted basis of the voting interest in the Equity Interests of Parent necessary for the election of directors of Parent or (ii) the occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent by Persons who were neither (1) directors of Parent on the Effective Date, (2) nominated nor approved by the board of directors of Parent nor (3) appointed by directors so nominated or approved;

(b) on or after the Brigham Merger Closing Date, (i) any “person” or “group” (within the meaning of Rules 13(d) and 14(d) of the Exchange Act), other than the Permitted Holders (or any Persons that are wholly-owned (directly or indirectly), and Controlled, by the Permitted Holders), shall have acquired beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act) or Control of thirty-five percent (35.0%) or more on a fully diluted basis of the voting interest in the Equity Interests of TopCo necessary for the election of directors of TopCo or (ii) the occupation of a majority of the seats (other than vacant seats) on the board of directors of TopCo by Persons who were neither (1) directors of Parent on the Third Amendment Effective Date or directors of Brigham Minerals on the Third Amendment Effective Date, as applicable, (2) nominated nor approved by the board of directors of Parent (during the period between the Third Amendment Effective Date and the Brigham Merger Closing Date), the board of directors of Brigham Minerals (during the period between the Third Amendment Effective Date and the Brigham Merger Closing Date) or the board of directors of TopCo (from and after the Brigham Merger Closing Date) nor (3) appointed by directors so nominated or approved;

(c) on or after the Brigham Merger Closing Date, TopCo shall cease to (i) own 100% of the voting interest in the Equity Interests of Parent or (ii) Control Parent;

(d) Parent shall cease to Control the GP Pledgor;

(e) the GP Pledgor shall cease to be the sole general partner of the Borrower; or

(f) at any time, a “Change in Control” (or similar event howsoever described or howsoever defined) occurs under any Permitted Additional Debt.

15

Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Equity Interests subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Equity Interests in connection with the transactions contemplated by such agreement and (ii) if any group includes one or more Permitted Holders, the issued and outstanding Equity Interests owned, directly or indirectly, and as to which sole and exclusive voting power with respect to, and authority over the disposition of, such Equity Interests is retained at any time of determination, by any such Permitted Holders that are part of such group shall be treated as being beneficially owned by such Permitted Holders and shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change in Control has occurred.

“Change in Law” means the occurrence after the date of this Agreement or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 5.01(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated, issued or implemented.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Collateral” means all Property of the Borrower and the Guarantors now owned or hereafter acquired which is subject to a Lien created or purported to be created under one or more Security Instruments; provided that, the Collateral shall not include Excluded Property.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make or continue Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) modified from time to time pursuant to Section 2.06, (b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b) or (c) otherwise modified pursuant to this Agreement. The amount representing each Lender’s Commitment shall at any time be the lesser of (i) such Lender’s Maximum Credit Amount, (ii) such Lender’s Elected Commitment and (iii) such Lender’s Applicable Percentage of the then effective Borrowing Base.

“Commitment Fee Rate” has the meaning set forth in the definition of “Applicable Margin”.

16

“Commodity Account” has the meaning assigned to such term in the UCC.

“Communications” means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Conforming Borrowing Base” means a conforming borrowing base determined based on customary oil and gas lending criteria as they exist at the particular time for commercial banks that are in the business of valuing and redetermining the value of oil and gas properties in connection with reserve-based oil and gas loan transactions in the United States, including by employing customary mechanisms for periodic redeterminations thereof.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Alternate Base Rate, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Net Income” means with respect to the Borrower and the Consolidated Restricted Subsidiaries, for any period, the aggregate of the net income (or loss) of the Borrower and the Consolidated Restricted Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein) the following: (a) the net income of (i) any Unrestricted Subsidiary and (ii) any Person in which the Borrower or any Consolidated Restricted Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and the Consolidated Restricted Subsidiaries in accordance with GAAP), except, in the case of the foregoing clauses (i) and (ii), to the extent of the amount of dividends or distributions actually paid in cash during such period by such Unrestricted Subsidiary or other Person, as the case may be, to the Borrower or to a Consolidated Restricted Subsidiary, as the case may be; provided that, for purposes of calculating Discretionary Cash Flow for any fiscal quarter, Consolidated Net Income shall not include the amount of any Brigham Unrestricted Subsidiary Distributions received by the Borrower or any Consolidated Restricted Subsidiaries during such fiscal quarter solely to the extent such Brigham Unrestricted Subsidiary Distributions were distributed by the Borrower to the holders of its Equity Interests within five (5) Business Days after the Borrower’s or a Consolidated Restricted Subsidiary’s

17

receipt of the corresponding Brigham Unrestricted Subsidiary Distribution; (b) the net income (but not loss) during such period of any Consolidated Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated Restricted Subsidiary to the Borrower or another Consolidated Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Restricted Subsidiary or is otherwise restricted or prohibited, in each case determined in accordance with GAAP; (c) the net income (or deficit) of any Person accrued prior to the date it becomes a Consolidated Restricted Subsidiary or is merged into or consolidated with the Borrower or any of its Consolidated Restricted Subsidiaries; (d) any extraordinary gains or losses during such period; (e) any gains or losses attributable to writeups or writedowns of assets; and (f) any non-cash gains or losses (including any positive or negative adjustments under FASB ASC 815 as a result of changes in the fair market value of derivatives).

“Consolidated Restricted Subsidiaries” means any Restricted Subsidiaries that are Consolidated Subsidiaries.

“Consolidated Subsidiaries” means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP; provided that when used in reference to any Person other than the Borrower, the term “Consolidated Subsidiaries” means each subsidiary of such Person (whether now existing or hereafter created or acquired), including the Borrower, the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP.

“Consolidated Total Assets” means, at any date, the total assets of the Loan Parties determined on a consolidated basis in accordance with GAAP.

“Consolidated Unrestricted Subsidiaries” means any Unrestricted Subsidiaries that are Consolidated Subsidiaries.

“consolidation” has the meaning assigned to such term in Section 9.11.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Administrative Agent, providing for the Administrative Agent’s control of a Deposit Account, Securities Account or Commodity Account, as applicable, after notice, executed and delivered by the Borrower or any other Loan Party, as applicable, and the applicable securities intermediary (with respect to a Securities Account), bank (with respect to a Deposit Account) or commodity intermediary (with respect to a Commodity Account), in each case at which such relevant account is maintained.

“Control Agreement Delivery Date” has the meaning assigned to such term in Section 8.17.

18

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to such term in Section 12.20.

“Credit Event” means and includes the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.

“Credit Party” means the Administrative Agent, the Issuing Bank or any Lender.

“Cumulative Retained Discretionary Cash Flow Amount” means, as of any time of determination, an amount equal to Retained Discretionary Cash Flow for each fiscal quarter during the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered, or were required to be delivered, pursuant to Section 8.01(a) or Section 8.01(b); provided that the Cumulative Retained Discretionary Cash Flow Amount for the period of four consecutive fiscal quarters ending (a) September 30, 2022 shall be an amount equal to Retained Discretionary Cash Flow for the fiscal quarter ending September 30, 2022 multiplied by four, (b) December 31, 2022 shall be an amount equal to Retained Discretionary Cash Flow for the two consecutive fiscal quarters ending December 31, 2022 multiplied by two, and (c) March 31, 2023 shall be an amount equal to Retained Discretionary Cash Flow for the three consecutive fiscal quarters ending March 31, 2023 multiplied by 4/3.

“Cumulative Retained Discretionary Cash Flow Utilization Period” means each period commencing on the first calendar day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered, or were required to be delivered, pursuant to Section 8.01(a) or Section 8.01(b) through the applicable date of determination of usage of the Cumulative Retained Discretionary Cash Flow Amount under Section 9.05(n).

“Cure Period” has the meaning assigned to such term in Section 9.01(c).

“Current Ratio” has the meaning assigned to such term in Section 9.01(b).

“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“Debt” means, for any Person, the sum of the following (without duplication):

(a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments;

(b) all reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments;

19

(c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services (excluding accounts payable and accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP);

(d) all obligations under Capital Leases;

(e) all obligations under Synthetic Leases;

(f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person;

(g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss;

(h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others;

(i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business;

(j) obligations to pay for goods or services even if such goods or services are not actually received or utilized by such Person;

(k) any Debt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability;

(l) Disqualified Capital Stock; and

(m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment.

The Debt of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

20

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has, or whose Lender Parent has, become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to the last paragraph of Section 4.03(c)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the Issuing Bank and each other Lender promptly following such determination.

“Deposit Account” has the meaning assigned to such term in the UCC.

“Discretionary Cash Flow” means, as of any time of determination, an amount equal to (a) EBITDA for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Sections 8.01(a) or 8.01(b), minus (b) the sum, without duplication, of (i) interest expense actually paid in cash by the Borrower and its Consolidated Restricted Subsidiaries during such fiscal quarter, (ii) taxes actually paid in cash by the Borrower and its Consolidated Restricted Subsidiaries during such fiscal quarter, (iii) Permitted Tax Distributions actually made in cash by the Borrower to the Parent during such fiscal quarter (other than, during the Specified Unrestricted Period, any such Permitted Tax Distributions in respect of the Brigham Entities that are Unrestricted Subsidiaries for which one or more corresponding Brigham Unrestricted Subsidiary Distributions were made to fund such Permitted Tax Distributions and such Permitted Tax Distributions were funded within five (5) Business Days after the Borrower’s or a Consolidated Restricted Subsidiary’s receipt of the corresponding Brigham Unrestricted Subsidiary Distribution) and (iv) Operational Capital Expenditures actually paid in cash by the Borrower and its Consolidated Restricted Subsidiaries during such fiscal quarter.

“Discretionary Cash Flow Utilization” means any Restricted Payment made pursuant to Section 9.04(d).

21

“Discretionary Cash Flow Utilization Certificate” means a Discretionary Cash Flow Utilization Certificate substantially in the form of Exhibit K.

“Discretionary Cash Flow Utilization Period” means each period commencing on the date of delivery of the Compliance Certificate pursuant to Section 8.01(c) for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Sections 8.01(a) or 8.01(b), to but excluding the date of delivery of the Compliance Certificate pursuant to Section 8.01(c) for the immediately succeeding fiscal quarter.

“Disposition” means any conveyance, sale, lease, sale and leaseback, assignment, farm-out, transfer or other disposition of any Property, and includes, for the avoidance of doubt, any Casualty Event. “Dispose” and “Disposed” have correlative meanings thereto. It is understood and agreed that “Disposition” and “Dispose” and “Disposed” shall not be deemed to include any issuance by the Borrower, Parent or TopCo of any of its Equity Interests to another Person or by any Restricted Subsidiary of any of its Equity Interests to the Borrower or another Restricted Subsidiary.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part (but if in part, only with respect to such amount that meets the criteria set forth in this definition), on or prior to the date that is one year after the earlier of (a) the Final Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Commitments are terminated.

“Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Restricted Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

“DPM Holdco” has the meaning set forth in the recitals hereto.

“Duplicated G&A Expenses” means, for the period ending June 30, 2022, duplicative expenses and operating costs projected by the Borrower in good faith to be eliminated following the consummation of the Merger and acceptable to the Administrative Agent; provided that Public Company Compliance costs and related expenses shall not be included as Duplicated G&A Expenses.

“EBITDA” means, with respect to the Borrower and its Consolidated Restricted Subsidiaries, for any period, the sum of:

(a) Consolidated Net Income for such period, plus

22

(b) the following expenses or charges to the extent deducted from Consolidated Net Income in such period:

(i) interest expense,

(ii) provision for taxes based on income or profits or capital, including federal and state income taxes, franchise taxes and similar taxes (such as the Delaware franchise tax),

(iii) depreciation, depletion, amortization, and other similar noncash charges (including any provision for the reduction in the carrying value of assets recorded in accordance with GAAP and including non-cash charges and losses resulting from the requirements of ASC 815),

(iv) one-time transaction costs and expenses (including, for the avoidance of doubt, legal and accounting costs and expenses, retention charges and severance costs) incurred in connection with the negotiation, execution, delivery and consummation of (A) the Transactions, the First Amendment Transactions, the Second Amendment Transactions, the Third Amendment Transactions and the Fourth Amendment Transactions, (B) the other transactions contemplated by this Agreement and the other Loan Documents and (C) the transactions expressly permitted by the Existing Credit Agreement and the other “Loan Documents” as described in the Existing Credit Agreement which occurred prior to the Effective Date,

(v) unusual and nonrecurring expenses reasonably acceptable to the Administrative Agent,

(vi) any fees, costs or expenses arising from any management equity plan, stock option plan, the grant of stock appreciation or similar rights, any other rights or equity incentive plan, any other management or employee benefit plan or agreement, and any stock subscription or shareholder agreement; provided that the aggregate amount of addbacks to EBITDA under this clause (vi) and clause (vii) below, individually or in the aggregate shall not exceed 10% of EBITDA for any Reference Period (as defined below), calculated prior to giving effect to such addbacks,

(vii) any fees, expenses or charges incurred for such period, or any amortization thereof for such period, in connection with any acquisition, incurrence of Debt, Investment, or Disposition (in each case, whether or not any such transaction is completed but only if such acquisition, incurrence of Debt, Investment or Disposition is not in the ordinary course of business); provided that the aggregate amount of addbacks to EBITDA under clause (vi) above and this clause (vii), individually or in the aggregate shall not exceed 10% of EBITDA for any Reference Period (as defined below), calculated prior to giving effect to such addbacks, minus

(c) to the extent included in Consolidated Net Income for such period, the sum of (1) interest income, (2) income tax credits (to the extent not netted from income tax expense), (3) all noncash income added to Consolidated Net Income, (4) any cash payments made during such period in respect of items described in clause (b)(iii) above subsequent to the fiscal quarter in which the relevant non-cash expenses or charges were reflected as a charge in the statement of Consolidated Net Income and (5) gains on asset Dispositions, disposals and abandonments.

23

For the purposes of calculating EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), (i) if during such Reference Period the Borrower or any Consolidated Restricted Subsidiary shall have made (A) a Material Disposition, EBITDA for such Reference Period shall be calculated on a pro forma basis as if such Material Disposition occurred on the first day of such Reference Period and (B) any Disposition of Property or series of related Dispositions of Property other than a Material Disposition, EBITDA for such Reference Period may, at the election of the Borrower, be calculated on a pro forma basis as if such Disposition of Property or series of related Dispositions of Property occurred on the first day of such Reference Period, (ii) if during such Reference Period the Borrower or any Consolidated Restricted Subsidiary shall have made (A) a Material Acquisition, EBITDA for such Reference Period shall be calculated on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period, provided, however, that, from and after the 2026 Senior Notes Discharge, if the EBITDA generated from such Material Acquisition would result in an increase of EBITDA, EBITDA for such Reference Period may, at the election of the Borrower, be calculated on a pro forma basis as if such acquisition or series of related acquisitions occurred on the first day of such Reference Period, and (B) any acquisition of Property or series of related acquisitions of Property other than a Material Acquisition, EBITDA for such Reference Period may, at the election of the Borrower, be calculated on a pro forma basis as if such acquisition or series of related acquisitions occurred on the first day of such Reference Period and (iii) if during such Reference Period a Consolidated Subsidiary shall be designated as either a Consolidated Unrestricted Subsidiary or a Consolidated Restricted Subsidiary, EBITDA shall be calculated on a pro forma basis as if such designation had occurred on the first day of such Reference Period. For purposes of determining EBITDA for the Reference Period ending (a) March 31, 2022 and June 30, 2022, EBITDA shall be calculated on a pro forma basis as if the Merger had occurred on the first day of the applicable Reference Period; provided that Duplicated G&A Expenses shall be added back to EBITDA, (b) September 30, 2022, EBITDA shall be calculated as EBITDA for the fiscal quarter ending September 30, 2022 multiplied by four, (c) December 31, 2022, EBITDA shall be calculated as EBITDA for the two consecutive fiscal quarters ending December 31, 2022 multiplied by two, and (d) March 31, 2023, EBITDA shall be calculated as EBITDA for the three consecutive fiscal quarters ending March 31, 2023 multiplied by 4/3.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 12.02).

“Effective Date Refinancing” means the repayment in full of all third party Debt of the Borrower and its Subsidiaries existing prior to the Effective Date (other than Debt permitted pursuant to Section 9.02), and the termination and release of all commitments, security interests and guarantees in connection therewith.

24

“Elected Commitment” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Elected Commitment”, as the same may be increased, reduced or terminated from time to time in connection with an optional increase, reduction or termination of the Aggregate Elected Commitment pursuant to Section 2.06(b) or (c).

“Elected Commitment Increase Certificate” has the meaning assigned to such term in Section 2.06(c)(ii)(G).

“Electronic Copy” has the meaning assigned to such term in Section 12.22(a).

“Electronic Record” has the meaning assigned to such term by 15 USC §7006, as it may be amended from time to time.

“Electronic Signature” has the meaning assigned to such term by 15 USC §7006, as it may be amended from time to time.

“Engineering Reports” has the meaning assigned to such term in Section 2.07(c)(i).

“Environmental Laws” means any and all Governmental Requirements pertaining to pollution or the preservation of the environment, natural resources, or human health and safety (as it relates to exposure to Hazardous Materials), or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which the Borrower or any Subsidiary is conducting, or at any time has conducted business, or where any Property of the Borrower or any Subsidiary is located, including the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, and the Hazardous Materials Transportation Law, as amended.

“Environmental Permit” means any permit, registration, license, notice, approval, consent, exemption, variance, or other authorization required under or issued pursuant to any applicable Environmental Law.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder, and any successor statute.

25

“ERISA Affiliate” means each trade or business (whether or not incorporated) which together with the Loan Parties would be deemed to be a “single employer” within the meaning of section 4001(b) (1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Plan; (b) the withdrawal of the Borrower, any Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of liability due to the complete or partial withdrawal from any Multiemployer Plan; (d) with respect to any Multiemployer Plan, the receipt by the Borrower or any Subsidiary of a notice of insolvency or termination under Section 4041A of ERISA; (e) the receipt by the Borrower or any Subsidiary of a notice of intent to terminate a Plan under Section 4041 of ERISA; (f) the receipt by the Borrower or any Subsidiary of any notice of the institution of proceedings to terminate a Plan by the PBGC; (g) the failure by the Borrower or any Subsidiary or ERISA Affiliate to make by its due date any required contribution under Section 430(j) of the Code to any Plan; (h) the imposition of a Lien (other than an Excepted Lien) under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of the Borrower or any Subsidiary.

“Erroneous Payment” has the meaning assigned to such term in Section 11.15(a).

“Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 11.15(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 11.15(d).

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning assigned to such term in Section 10.01.

“Excepted Liens” means: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business under real property

26

leases, operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, service agreements, supply agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, fresh water supply agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements, in each case, which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution; provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by the Loan Parties to provide collateral to the depository institution; (f) zoning and land use requirements, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Borrower or any Restricted Subsidiary for the purpose of roads, pipelines, shared facilities, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, zoning restrictions, rights of way, facilities and equipment or immaterial title defects, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (h) judgment and attachment Liens not giving rise to an Event of Default; provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced (which has not been stayed); (i) Liens, titles and interests of lessors of personal Property leased by such lessors to the Loan Parties, restrictions and prohibitions on encumbrances and transferability with respect to such Property and the Loan Parties’ interests therein imposed by such leases, and Liens and encumbrances encumbering such lessors’ titles and interests in such Property and to which the Loan Parties’ leasehold interests may be subject or subordinate, in each case, whether or not evidenced by UCC financing statement filings or other documents of record; provided that such Liens do not secure Debt of the Loan Parties and do not encumber Property of Loan Parties other than the Property that is the subject of such leases; (j) liens, titles and interests of licensors of software and other intangible personal Property licensed by such licensors to the Loan Parties, restrictions and prohibitions on encumbrances and transferability with respect to such Property and the Loan Parties’ interests therein imposed by such licenses, and Liens and encumbrances encumbering such licensors’ titles

27

and interests in such Property and to which the Loan Parties’ license interests may be subject or subordinate, in each case, whether or not evidenced by UCC financing statement filings or other documents of record and none of which interfere in any material respect with the business of the Loan Parties or materially detract from the value of the relevant assets of the Loan Parties; (k) Liens arising from UCC financing statement precautionary filings regarding operating leases entered into by the Loan Parties in the ordinary course of business covering the personal Property under lease; and (l) Liens in favor of depository banks arising under documentation governing deposit accounts which Liens secure the payment of returned items, settlement item amounts, customary bank fees for maintaining deposit accounts and other related services, and similar items and fees; provided, that (x) no intention to subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of such Excepted Liens and (y) in no event shall “Excepted Liens” secure Debt for borrowed money.

“Excess Cash” means, at any time, the aggregate amount of cash, Cash Equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper (other than Excluded Cash), in each case, held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Loan Parties in excess of the greater of (a) $25 million and (b) 10% of the then effective Borrowing Base; provided, that prior to August 5, 2022 (as such date may be extended by the Administrative Agent in its sole discretion), Excess Cash shall exclude any such cash, Cash Equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds or commercial paper, in each case, held in or credited to a Specified Bank Account).

“Excess Cash Test Date” has the meaning assigned to such term in Section 3.04(c)(vi).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Accounts” means (a) each account all or substantially all of the deposits in which consist of amounts utilized to fund payroll, healthcare, employee benefit or tax obligations of the Loan Parties, (b) fiduciary accounts, trust accounts and escrow accounts that in each case are contractually obligated to be segregated from the other assets of any Loan Party for the benefit of unaffiliated third parties, (c) “zero balance” accounts or disbursement accounts and (d) other accounts so long as the average daily maximum balance in any such other account over any three Business Day period does not at any time exceed $1,000,000; provided that, the aggregate maximum balance for all such bank accounts excluded pursuant to this clause (d) on any day shall not exceed $2,500,000.

“Excluded Cash” means (a) any cash of the Loan Parties allocated for, reserved or otherwise set aside to pay (i) amounts then due and owing to unaffiliated third parties for which any of the Loan Parties have issued (or will issue within five (5) Business Days) checks or have initiated (or will initiate within five (5) Business Days) wires or ACH transfers in order to pay such amounts or (ii) the reasonably estimated balance of the purchase price and closing costs anticipated to be paid to unaffiliated third parties in connection with a “sign and close” purchase and sale agreement or other acquisition agreement for which any of the Loan Parties have issued (or will issue within

28

five (5) Business Days) checks or have initiated (or will initiate within five (5) Business Days) wires or ACH transfers in order to pay such amounts, (b) cash allocated for, reserved or otherwise set aside for and solely used for (i) payroll or employee benefit payment obligations, (ii) the payment of severance and ad valorem taxes and other taxes of any Loan Party, and (iii) royalty and working interest payments, vendor payments and suspense payments owing to third parties, (c) cash collateral accounts with respect to letters of credit, (d) any cash or cash equivalents of any Loan Party (1) held in escrow by an unaffiliated third party and constituting purchase price deposits and/or (2) held by any Loan Party constituting the reasonably estimated balance of the purchase price and closing costs, in each case held in connection with a pending acquisition from an unaffiliated third party reasonably projected to close within the next succeeding sixty (60) days pursuant to a binding and enforceable purchase and sale agreement, and (e) any cash or cash equivalents of any Loan Party held by any Loan Party constituting the reasonably estimated amount of any cash distributions with respect to the Borrower’s Equity Interests that the Borrower intends to make to holders of its Equity Interests, in each case which distributions are expressly permitted pursuant to Section 9.04(d) and which distributions shall be made within the next succeeding thirty (30) days.

“Excluded Property” has the meaning assigned to such term in the Guarantee Agreement.

“Excluded Swap Obligations” has the meaning assigned to such term in the Guarantee Agreement.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.04) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.03(e), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning set forth in the recitals hereto.

“Existing Lenders” has the meaning set forth in the recitals hereto.

“Existing Loan Documents” has the meaning set forth in the recitals hereto.

“Existing Loan Parties” has the meaning given to the term “Loan Parties” in the Existing Credit Agreement.

29

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the greater of (a) the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate and (b) 0.00% per annum.

“Fee Letters” means (a) that certain fee letter dated as of June 2, 2022, among KMF Land, the Administrative Agent and the Arranger and (b) any other letter agreements entered into from time to time after the Effective Date among the Borrower, on the one hand, and the Administrative Agent and/or the Arranger and/or any other arrangers or agents appointed after the Effective Date (with the consent of the Administrative Agent or its Affiliates), on the other hand, providing for the payment of fees to any such agent and/or arranger in connection with this Agreement or any transactions contemplated hereby.

“Final Maturity Date” means June 5, 2026.

“Financial Officer” means, for any Person, the chief executive officer, chief financial officer, principal accounting officer, treasurer or controller or other natural person principally responsible for the financial matters of such Person (or in the case of any Person that is a partnership, of such Person’s general partner). Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.

“Financial Statements” means the financial statement or statements referred to in Section 7.04(a).

“First Amendment” means that certain First Amendment to Second Amended and Restated Credit Agreement dated as of the First Amendment Effective Date, by and among the Borrower, the Administrative Agent, the Issuing Bank and the Lenders party thereto.

“First Amendment Effective Date” means June 24, 2022.

“First Amendment Transactions” means (i) the consummation of the Acquisition and the other transactions occurring under the Acquisition Agreement on or about the First Amendment Effective Date, (ii) (a) the execution, delivery and performance by the Borrower of the Bridge Term Loan Agreement and each other Bridge Loan Document to which it is a party, the borrowing of Loans (as such term is defined in the Bridge Term Loan Agreement) and the use of the proceeds thereof and (b) the execution, delivery and performance by each guarantor of each Bridge Loan Document to which it is a party, the guaranteeing of the Obligations (as such term is defined in the Bridge Term Loan Agreement) and the other obligations under the Bridge Guarantee Agreement by such guarantor and (iii) the payment of fees, costs and expenses in connection with the foregoing.

30

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, (d) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder and (e) the Biggert-Waters Flood Reform Act of 2012 and, in each case, any regulations promulgated thereunder.

“Floor” means a rate of interest equal to 0.00% per annum.

“Fold In” means the designation of each of the Brigham Entities as (a) Restricted Subsidiaries under this Agreement and (b) “Restricted Subsidiaries” (as defined in the 2026 Senior Notes Note Purchase Agreement) under the 2026 Senior Notes Note Purchase Agreement.

“Fold In Date” means the date of consummation of the Fold In.

“Fourth Amendment” means that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of the Fourth Amendment Effective Date, by and among the Borrower, the Guarantors, the Administrative Agent, the Issuing Bank and the Lenders party thereto.

“Fourth Amendment Effective Date” means December 29, 2022.

“Fourth Amendment Transactions” means (i) the execution, delivery and performance by the Parent, the Borrower and their subsidiaries (including those entities that will become subsidiaries of TopCo, the Parent or the Borrower on a pro forma basis after giving effect to the Brigham Merger) of the Brigham Merger Agreement and the consummation of the Brigham Merger, (ii) the execution, delivery and performance by TopCo, the Parent, the Borrower and their subsidiaries (including those entities that will become subsidiaries of TopCo, the Parent or the Borrower on a pro forma basis after giving effect to the Brigham Merger) of any amendment, waiver or modification of their respective debt financing facilities on or prior to the Brigham Merger Closing Date in connection with the Brigham Merger, including any borrowing base redeterminations thereunder and (iii) the payment of fees, costs and expenses in connection with the foregoing.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Issuing Bank, such Defaulting Lender’s LC Exposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms and conditions set forth in Section 1.05.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

31

“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, rules of common law, authorization or other legally-binding determination, directive or requirement, whether now or hereafter in effect, of any Governmental Authority.

“GP Pledgor” means Sitio Royalties GP, LLC, a Delaware limited liability company.

“Guarantee Agreement” means the Second Amended and Restated Guarantee and Collateral Agreement executed by the GP Pledgor, Borrower and the Guarantors in substantially the form attached hereto as Exhibit F, as the same may be amended, restated, modified or supplemented from time to time.

“Guarantors” means each Subsidiary that is a party to the Guarantee Agreement as a “Guarantor” and “Grantor” (as such terms are defined in the Guarantee Agreement) and guarantees the Obligations (including pursuant to Section 6.01 and Section 8.14(b)).

“Hazardous Material” means any chemical, substance or waste designated or regulated as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import under any applicable Environmental Law, including Hydrocarbons, petroleum products, petroleum substances, and any components, fractions, or derivatives thereof, and radioactive materials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, and radon.

“Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Obligations under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof.

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature. Unless otherwise indicated herein, each reference to the term “Hydrocarbon Interests” shall mean Hydrocarbon Interests of the Loan Parties, as the context requires.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and all products refined or separated therefrom and all other minerals which may be produced and saved from or attributable to the Oil and Gas Properties of any Person.

“Immaterial Subsidiary” means any Restricted Subsidiary that is not a Material Subsidiary.

32

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any Guarantor under any Loan Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes.

“Ineligible Institution” means (a) a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons), (b) a Defaulting Lender or its Lender Parent or (c) the Borrower or any of its Affiliates.

“Information” has the meaning assigned to such term in Section 12.11.

“Initial Reserve Report” means (a) the Reserve Report with respect to the New Loan Parties dated as of December 31, 2021 prepared by Approved Petroleum Engineers and delivered to the Administrative Agent; and (b) the Reserve Report with respect to the Existing Loan Parties dated as of December 31, 2021 prepared by Approved Petroleum Engineers and delivered to the Administrative Agent.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing substantially in the form of Exhibit C or otherwise acceptable to the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and the Termination Date and (b) with respect to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and, in the case of a Term SOFR Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Termination Date.

“Interest Period” means with respect to any Term SOFR Loan, the period commencing on the date such Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Term SOFR Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the Maturity Date except in connection with an extension thereof permitted by this Agreement.

“Interim Redetermination” has the meaning assigned to such term in Section 2.07(b).

“Interim Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes effective as provided in Section 2.07(d).

33

“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory, goods, supplies or services sold by such Person in the ordinary course of business); (c) the purchase or acquisition (in one or a series of transactions) of Property of another Person that constitutes a business unit; or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.

“IRS” means the United States Internal Revenue Service.

“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

“Issuing Bank” means Bank of America, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.08(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“KMF Land” has the meaning set forth in the preamble.

“LC Commitment” means $15,000,000.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

34

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lenders” means the Persons listed on Annex I and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement (including, for the avoidance of doubt, those letters of credit issued pursuant to the Existing Credit Agreement and deemed to be Letters of Credit issued pursuant to this Agreement pursuant to the operation of Section 2.08(b) and Section 12.23).

“Letter of Credit Agreements” means all letter of credit applications and other agreements (including any amendments, modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with the Issuing Bank relating to any Letter of Credit.

“Leverage Ratio” has the meaning assigned to such term in Section 9.01(a).

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a deed of trust, mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations that burden Property to the extent they secure an obligation owed to a Person other than the owner of the Property. For the purposes of this Agreement, a Loan Party shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing. In no event shall the term “Lien” be deemed to include any license of intellectual property unless such license contains a grant of a security interest in such intellectual property.

“Liquidate” means, with respect to any Swap Agreement, the sale, assignment, novation, unwind or early termination of all or any part of such Swap Agreement or the creation of an offsetting position against all or any part of such Swap Agreement. The terms “Liquidated” and “Liquidation” have correlative meanings thereto.

“Liquidity” means, as of any date of determination, the sum of (a) the amount of the unused Commitments as of such date plus (b) the aggregate amount of Unrestricted Cash on such date, minus (c) the amount of any Borrowing Base Deficiency on such date.

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Notes, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, the Fee Letters, any certificate required to be delivered under this Agreement by or on behalf of any Loan Party, and any agreement executed by a Credit Party and any Loan Party which states that it is a “Loan Document” as defined herein.

35

“Loan Parties” means, collectively, the Borrower and each Guarantor, and “Loan Party” means any one of the foregoing.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Majority Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having more than fifty percent (50.0%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding more than fifty percent (50.0%) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts and the principal amount of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Majority Lenders.

“Material Acquisition” means any acquisition of Property or series of related acquisitions of Property that involves the payment of consideration by the Loan Parties in excess of the greater of (x) $15,000,000 and (y) 5.0% of the then-effective Borrowing Base.

“Material Adverse Effect” means a material adverse change in, or material adverse effect on (a) the business, Property, operations or financial condition of the Loan Parties taken as a whole, (b) when taken as a whole, the ability of the Borrower or any Guarantor to perform any of its obligations under any Loan Document, (c) the validity or enforceability of any Loan Document or (d) the rights and remedies of the Administrative Agent, the Issuing Bank or any Lender under any Loan Document.

“Material Debt” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Loan Parties in an aggregate principal amount exceeding the greater of (x) $22,500,000 and (y) 7.5% of the then-effective Borrowing Base. For purposes of determining Material Debt, the “principal amount” of the obligations of the Loan Parties in respect of any Swap Agreement at any time shall be the Swap Termination Value of such Swap Agreement.

“Material Disposition” means any Disposition of Property or series of related Dispositions of Property that yields gross proceeds to the Loan Parties (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of the greater of (x) $15,000,000 and (y) 5.0% of the then-effective Borrowing Base.

“Material Subsidiary” means, as of any date: (a) any Restricted Subsidiary that owns, or has an interest in, any Borrowing Base Property, as determined by the Administrative Agent; (b) any Restricted Subsidiary that incurs or guarantees any Debt for borrowed money (including under any Permitted Additional Debt); and (c) any Restricted Subsidiary that is a Wholly-Owned Subsidiary and which, together with its subsidiaries that are Restricted Subsidiaries, for or as of the last day of the period of four consecutive fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition of “EBITDA”) most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b) (or, if applicable, the Financial Statements), contributed greater than (i) two and one half percent (2.5%)

36

of EBITDA for such period or (ii) two and one half percent (2.5%) of the Consolidated Total Assets as of the last day of such period; provided that, if at any time the aggregate amount of EBITDA or Consolidated Total Assets attributable to all Immaterial Subsidiaries, taken together, exceeds two and one half percent (2.5%) of EBITDA for any such period or two and one half percent (2.5%) of Consolidated Total Assets as of the end of any such period, then the Borrower shall designate in the compliance certificate required to be delivered pursuant to Section 8.01(c) for such fiscal quarter or fiscal year, as applicable, one or more Immaterial Subsidiaries as “Material Subsidiaries” to the extent necessary to eliminate such excess, and upon the delivery of such compliance certificate to the Administrative Agent, such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries, and the Borrower shall cause such designated Material Subsidiaries to comply with Section 8.14(b). In the event the Borrower fails to so designate sufficient additional Restricted Subsidiaries as “Material Subsidiaries” in the compliance certificate as aforesaid, the Administrative Agent may, by written notice to the Borrower, designate sufficient additional Restricted Subsidiaries as “Material Subsidiaries” on the Borrower’s behalf, whereupon such Restricted Subsidiaries, effective as of the date of such designation, shall constitute “Material Subsidiaries” for all purposes of this Agreement.

“Maturity Date” means the earlier of (a) the Final Maturity Date and (b) the Springing Maturity Date.

“Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b) or (c) modified from time to time pursuant to Section 2.06(c)(v).

“Merger” has the meaning set forth in the recitals hereto.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of January 11, 2022, by and among Falcon Minerals Corporation, a Delaware corporation, Falcon Minerals Operating Partnership, LP, a Delaware limited partnership, Merger Sub and DPM Holdco, as amended, restated, supplemented or otherwise modified as permitted hereunder.

“Merger Sub” has the meaning set forth in the recitals hereto.

“Momentum Acquisition” has the meaning given to such term in the Second Amendment.

“Momentum Acquisition Agreement” has the meaning given to such term in the Second Amendment.

“Momentum Assets” means the “Assets” as defined in the Momentum Acquisition Agreement, as in effect on the Second Amendment Effective Date without giving effect to any subsequent amendments thereto.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

37

“Mortgaged Property” means any Property owned by the Borrower or any Guarantor which is subject to the Liens existing and to exist under the terms of the Security Instruments.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, which (a) is currently or hereafter contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof contributed to by the Borrower, a Subsidiary or an ERISA Affiliate.

“Net Asset Sale Proceeds” means, with respect to any Disposition of assets of the Borrower or any of its Restricted Subsidiaries, an amount equal to: (a) the sum of cash payments and Cash Equivalents received by TopCo, the Parent, the GP Pledgor, the Borrower or any of the Borrower’s Restricted Subsidiaries from such Disposition (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), minus (b) any bona fide costs and expenses (including, without limitation, legal, accounting and investment banking fees, and sales commissions) incurred in connection with such Disposition, including income or gains taxes paid or payable as a result of such Disposition (after taking into account any available tax credits or deductions and any tax-sharing arrangements) or reserves taken in respect of taxes and/or any Permitted Tax Distributions arising as a result thereof, (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Disposition undertaken by the Borrower or any other Loan Party in connection with such Disposition; provided that upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds, (d) any other reasonable fees, costs and expenses payable by the Borrower or any other Loan Party in connection with such Disposition and (e) payments applied towards amounts outstanding under the Loan Documents to (i) eliminate any Borrowing Base Deficiency, in an amount equal to such Borrowing Base Deficiency or (ii) pay other amounts due under the Loan Documents as a result of such Disposition (other than as required under Section 3.04(c)(ix); provided, further, that, the Borrower may, in lieu of applying the proceeds as set forth in Section 3.04(c)(ix) at such time, reinvest any portion of such proceeds in Oil and Gas Properties in accordance with Section 3.04(c)(ix)(C) within 365 days of such receipt (or, if contractually committed to be reinvested within 365 days of the date of such receipt, within 545 days of the date of such receipt) and such portion of such proceeds shall not constitute Net Asset Sale Proceeds except to the extent not so reinvested within 365 days of such receipt (or, if contractually committed to be reinvested within 365 days of the date of such receipt, within 545 days of the date of such receipt).

“Net Casualty Event Proceeds” means, with respect to any Casualty Event, an amount equal to: (a) the sum of cash payments and Cash Equivalents received by TopCo, the Parent, the GP Pledgor, the Borrower or any of the Borrower’s Restricted Subsidiaries from such Casualty Event minus (b) (i) any bona fide costs and expenses incurred in connection with the adjustment or settlement of any claims of the Borrower or any of its Restricted Subsidiaries in respect thereof, (ii) amounts expended to repair and/or replace property subject to such Casualty Event, (iii) payments applied towards amounts outstanding under the Loan Documents to (A) eliminate any Borrowing Base Deficiency, in an amount equal to such Borrowing Base Deficiency or (B) pay other amounts due under the Loan Documents as a result of such Casualty Event (other than as required under Section 3.04(c)(vii)); provided, further, that, the Borrower may, in lieu of applying the proceeds as set forth in Section 3.04(c)(vii) at such time, reinvest any portion of such proceeds in Oil and Gas

38

Properties in accordance with Section 3.04(c)(vii)(C) within 365 days of such receipt (or, if contractually committed to be reinvested within 365 days of the date of such receipt, within 545 days of the date of such receipt) and such portion of such proceeds shall not constitute Net Casualty Event Proceeds except to the extent not so reinvested within 365 days of such receipt (or, if contractually committed to be reinvested within 365 days of the date of such receipt, within 545 days of the date of such receipt).

“New Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(d).

“New Loan Parties” means the Borrower and its Subsidiaries other than the Existing Loan Parties.

“Non-Consenting Lender” means any Lender that fails to consent to an amendment, waiver, consent or other modification to this Agreement or any other Loan Document requested by the Borrower (excluding, for the avoidance of doubt, any Borrowing Base increase) that requires the consent of all Lenders or all affected Lenders in accordance with the terms of Section 12.02(b), and such amendment, waiver, consent or other modification is otherwise consented to by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Notes” means the promissory notes of the Borrower described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof.

“Obligations” means (a) any and all amounts owing or to be owing by the Borrower or any Guarantor (whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising) to the Administrative Agent, the Arranger, the Issuing Bank, any Lender or any Related Party of any of the foregoing under any Loan Document; (b) all Secured Swap Obligations; (c) all Secured Cash Management Obligations; and (d) all renewals, extensions and/or rearrangements of any of the above. Without limitation of the foregoing, the term “Obligations” shall include the unpaid principal of and interest on the Loans and LC Exposure (including, without limitation, interest accruing at the then applicable rate provided in this Agreement after the maturity of the Loans and LC Exposure and interest accruing at the then applicable rate provided in this Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), reimbursement obligations (including, without limitation, to reimburse LC Disbursements), obligations to post cash collateral in respect of, or otherwise backstop, Letters of Credit, payments in respect of an early termination of Secured Swap Obligations and unpaid amounts, fees, expenses, indemnities, costs, and all other obligations and liabilities of every nature of the Loan Parties, whether absolute or contingent, due or to become due, now existing or hereafter arising under this Agreement, the other Loan Documents, any Secured Swap Agreement or any Secured Cash Management Agreement.

“OFAC” means the U.S. Department of the Treasury Office of Foreign Assets Control.

39

“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization agreements, communitization agreements, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing. Unless otherwise indicated herein, each reference to the term “Oil and Gas Properties” shall mean Oil and Gas Properties with respect to which a Loan Party, as the context requires, has any right, title or interest.

“Operational Capital Expenditures” means capital expenditures incurred by the Borrower and its Consolidated Restricted Subsidiaries in the ownership, development, operation and maintenance of the Oil and Gas Properties. For the avoidance of doubt, Operational Capital Expenditures shall not include any expenditures associated with any acquisition of Oil and Gas Properties.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.04).

40

“Parent” means Sitio Royalties Corp., a Delaware corporation, to be renamed “STR Sub Inc.” upon consummation of the Brigham Merger on the Brigham Merger Closing Date.

“Participant” has the meaning set forth in Section 12.04(c).

“Participant Register” has the meaning set forth in Section 12.04(c).

“Payment in Full” means (a) the Commitments have expired or have been terminated, (b) all Obligations (including, without limitation, all principal, interest (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding), and all fees, costs, expenses and other amounts payable under this Agreement and the other Loan Documents) shall have been paid in full in cash (other than inchoate or contingent indemnification obligations, Secured Swap Obligations and Secured Cash Management Obligations), and (c) all Letters of Credit shall have expired or terminated, without any pending draw (or are cash collateralized or otherwise backstopped in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion) and all LC Disbursements shall have been reimbursed.

“Payment Recipient” has the meaning set forth in Section 11.15(a).

“PBGC” means the Pension Benefit Guaranty Corporation as defined in Title IV of ERISA.

“Permitted Additional Debt” means (a) unsecured senior notes or unsecured senior subordinated notes incurred by the Loan Parties after the Effective Date under Section 9.02(g), including the 2026 Senior Notes and (b) the Bridge Loan Debt incurred by the Loan Parties under Section 9.02(j).

“Permitted Additional Debt Documents” means any credit agreement, notes, indenture, agreement, instrument or other definitive document governing, evidencing or related to, or securing, guaranteeing or otherwise providing credit support for, any Permitted Additional Debt, including, without limitation, (a) solely for the period from the First Amendment Effective Date through the first Business Day immediately following the Third Amendment Effective Date, the Bridge Loan Documents, as the same may be amended, modified or supplemented to the extent permitted by Section 9.21 and (b) the 2026 Senior Notes Documents, as the same may be amended, modified or supplemented to the extent permitted by Section 9.21.

“Permitted Equity Acquisition” means the acquisition, by merger or otherwise, by the Borrower or any Guarantor of Equity Interests (other than Disqualified Capital Stock) in another Person, so long as (a) at the time of and immediately after giving effect thereto, no Event of Default has occurred and is continuing or would result therefrom, (b) after giving effect to such acquisition, the Borrower will be in compliance with Section 9.06, (c) all actions required to be taken with respect to any acquired or newly formed Subsidiary under Section 8.14(b) and Section 8.17 shall have been taken or will be taken within the time periods set forth therein, and (d) the Leverage Ratio, calculated on a pro forma basis immediately after giving effect to such acquisition and any related incurrence or repayment of Debt occurring in connection therewith, is (i) not greater than the Leverage Ratio calculated immediately prior to giving effect to such acquisition and any related incurrence or repayment of Debt occurring in connection therewith and (ii) less than or equal to 3.50 to 1.00, in each case, as the Leverage Ratio is recomputed on the date of such acquisition

41

using (x) Total Net Debt outstanding on such date and (y) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available.

“Permitted Holders” means, (a) prior to the Brigham Merger Closing Date, the Sitio Permitted Holders and (b) on and after the Brigham Merger Closing Date, collectively, the Sitio Permitted Holders and the Brigham Permitted Holders.

“Permitted Intercompany Activities” means any services rendered or transactions between or among the Borrower and its Subsidiaries (for the avoidance of doubt, including Unrestricted Subsidiaries) in respect of (a) payroll, purchasing and insurance, (b) management, technology and licensing arrangements and (c) land file and revenue statement administration, land management services, engineering services, mineral and royalty management and administration, lease negotiation and any other similar activities that are necessary or advisable to the business of the Borrower and its Subsidiaries (including Unrestricted Subsidiaries); provided that Permitted Intercompany Activities shall not include any purchase, sale, lease or exchange of any cash, Oil and Gas Properties or other Property between or among TopCo, the Parent, the Borrower and its Subsidiaries (for the avoidance of doubt, including Unrestricted Subsidiaries).

“Permitted Tax Distributions” means, (a) for any taxable period (or portion thereof) for which any of the Loan Parties are members of a consolidated, combined, unitary or similar income or franchise tax group for U.S. federal or applicable state or local income or franchise tax purposes of which Ultimate Parent or any direct or indirect parent company of Ultimate Parent is the common parent (a “Tax Group”) or for which the Borrower is a partnership or disregarded entity for U.S. federal or applicable state or local income or franchise tax purposes in any applicable taxing jurisdiction that is wholly-owned (directly or indirectly) by an entity that is taxable as a corporation for such income or franchise tax purposes, cash distributions to pay the portion of any U.S. federal, state or local income or franchise taxes (as applicable) of such Tax Group or such parent company for such taxable period that are attributable to the net taxable income of the Loan Parties (and, to the extent permitted below, the applicable Unrestricted Subsidiaries); provided, that a distribution under this clause shall not exceed the amount of Taxes that the Loan Parties would have paid as a single corporation or as a stand-alone Tax Group, and (b) without duplication of amounts payable under clause (a), with respect to any taxable period during which the Borrower is a partnership for U.S. federal income tax purposes, or is disregarded as separate from an entity classified as a partnership for United States federal income tax purposes, cash distributions to the holders of its Equity Interests, on or prior to each estimated tax payment date as well as each other applicable due date, in an amount described in Section 4.01(b) of the Agreement of Limited Partnership of the Borrower (as in effect on the Fourth Amendment Effective Date); provided, that, notwithstanding the foregoing, distributions or dividends under this definition in respect of any Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary (or any of its direct or indirect parent companies that are Unrestricted Subsidiaries) to the Borrower or any of its Restricted Subsidiaries for such purpose.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

42

“Plan” means any employee pension benefit plan, as defined in section 3(2) of ERISA subject to Section 412 of the Code or Section 302 or Title IV of ERISA (other than a Multiemployer Plan), which (a) is currently or hereafter sponsored, maintained or contributed to by the Loan Parties or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof, sponsored, maintained or contributed to by the Loan Parties or an ERISA Affiliate.

“Prime Rate” means a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(c)(i).

“Proposed Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(c)(ii).

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Company Compliance” means compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to such term in Section 12.20.

“Qualified ECP Counterparty” means, in respect of any Swap Agreement, the Borrower and each Restricted Subsidiary and each Guarantor that (a) has total assets exceeding $10,000,000 at the time any guarantee of obligations under such Swap Agreement or grant of the relevant security interest to secure such Swap Agreement becomes effective or (b) otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank, as applicable.

“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” and “Redeemed” have correlative meanings thereto.

43

“Redetermination Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that the redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d).

“Reference Period” has the meaning assigned to such term in the definition of EBITDA.

“Register” has the meaning assigned to such term in Section 12.04(b)(iv).

“Regulation D” means Regulation D of the Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents and professional advisors (including attorneys, accountants and experts) of such Person and of such Person’s Affiliates.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing. “Released” has a meaning correlative thereto.

“Release Date” means the date on which (i) Payment in Full has occurred, (ii) no Secured Swap Agreement is outstanding and all amounts payable by the Loan Parties to any Secured Swap Party under any Secured Swap Agreement shall have been paid in full, or if any Secured Swap Agreement is outstanding, arrangements acceptable in the sole discretion of the Secured Swap Party thereto have been made, or such Secured Swap Agreement has been novated or assigned to one or more third parties and all amounts required to be paid by the Loan Parties in respect of such novation shall have been paid in full and (iii) the payment in full in cash of all amounts owing under and the termination of all Secured Cash Management Obligations has occurred (other than contingent indemnification obligations and Secured Cash Management Obligations as to which arrangements satisfactory to the applicable Secured Cash Management Provider shall have been made).

“Relevant Governmental Body” means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto.

“Required Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having at least sixty-six and two-thirds percent (66-2/3%) of the Aggregate Maximum Credit Amounts of all Lenders; and at any time while any Loans or LC Exposure is outstanding, Lenders holding at least sixty-six and two-thirds percent (66-2/3%) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit of all Lenders (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts and the principal amount of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Required Lenders.

44

“Reserve Report” means the Initial Reserve Report and any other subsequent report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of each January 1st or July 1st (or such other date as may be acceptable to the Administrative Agent in its sole discretion or as applicable in the event of an Interim Redetermination) the oil and gas reserves attributable to the Oil and Gas Properties of the Loan Parties, together with a projection of the rate of production and future net income, Taxes, operating expenses and capital expenditures with respect thereto as of such date, based upon the pricing assumptions consistent with the Administrative Agent’s lending requirements at the time.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial

Institution, a UK Resolution Authority.

“Responsible Officer” means, as to any Person, the Chief Executive Officer, the President, the General Counsel, any Financial Officer or any Vice President of such Person or of such Person’s manager, managing member, general partner or such other Person having authority to bind that Person (or in the case of any Person that is a partnership, of such Person’s general partner). Unless otherwise specified, all references to a Responsible Officer herein means a Responsible Officer of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Loan Parties, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Loan Parties or any option, warrant or other right to acquire any such Equity Interests in the Loan Parties.

“Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.

“Retained Discretionary Cash Flow” means, for any fiscal quarter, an amount equal to (a) 35.0% of Discretionary Cash Flow for such fiscal quarter, less (b) the aggregate amount of all Specified Optional Prepayments made during such fiscal quarter, less (c) the aggregate amount of Permitted Tax Distributions actually made in cash by the Borrower to any Persons other than the Parent during such fiscal quarter (other than, during the Specified Unrestricted Period, any such Permitted Tax Distributions in respect of the Brigham Entities that are Unrestricted Subsidiaries for which one or more corresponding Brigham Unrestricted Subsidiary Distributions were made to fund such Permitted Tax Distributions and such Permitted Tax Distributions were funded within five (5) Business Days after the Borrower’s or a Consolidated Restricted Subsidiary’s receipt of the corresponding Brigham Unrestricted Subsidiary Distribution).

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and any successor thereto that is a nationally recognized rating agency.

45

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, the so-called Donetsk People’s Republic (DNR) region of Ukraine, the non-government controlled areas of Zaporizhzhia and Kherson, the so-called Luhansk People’s Republic (LNR) region of Ukraine, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Scheduled Redetermination” has the meaning assigned to such term in Section 2.07(b).

“Scheduled Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d).

“Scheduled Unavailability Date” has the meaning assigned to such term in Section 3.03(b).

“SEC” means the Securities and Exchange Commission of the United States of America or any successor Governmental Authority.

“Second Amendment” means that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of the Second Amendment Effective Date, by and among the Borrower, the Administrative Agent, the Issuing Bank and the Lenders party thereto.

“Second Amendment Effective Date” means July 8, 2022.

“Second Amendment Transactions” means (i) the consummation of the Momentum Acquisition and the other transactions occurring under the Momentum Acquisition Agreement, (ii) the execution, delivery and performance by the Borrower of the Bridge Term Loan First Amendment and each other Bridge Loan Document dated as of the Second Amendment Effective Date to which it is a party and the borrowing of any Delayed Draw Loans (as such term is defined in the Bridge Term Loan Agreement, as amended by the Bridge Term Loan First Amendment) and the use of the proceeds thereof to fund the purchase price of the Momentum Acquisition and (iii) the payment of fees, costs and expenses in connection with the foregoing.

“Secured Cash Management Agreement” means a Cash Management Agreement between (a) any Loan Party and (b) a Secured Cash Management Provider.

46

“Secured Cash Management Obligations” means any and all amounts and other obligations owing by any Loan Party to any Secured Cash Management Provider under any Secured Cash Management Agreement.

“Secured Cash Management Provider” means, with respect to any Secured Cash Management Agreement, a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent who is the counterparty to any such Secured Cash Management Agreement.

“Secured Parties” means the Administrative Agent, each Lender, the Issuing Bank, each Secured Cash Management Provider and each Secured Swap Party, and “Secured Party” shall mean any one of them.

“Secured Swap Agreement” means any Swap Agreement between any Loan Party and any Person that is entered into prior to the time, or during the time, that such Person was, a Lender or an Affiliate of a Lender (including any such Swap Agreement in existence prior to the date hereof), even if such Person subsequently ceases to be a Lender (or an Affiliate of a Lender) for any reason (any such Person, a “Secured Swap Party”); provided that, the term “Secured Swap Agreement” shall not include any Swap Agreement or transactions under any Swap Agreement entered into after the time that such Secured Swap Party ceases to be a Lender or an Affiliate of a Lender.

“Secured Swap Obligations” means all amounts and other obligations, owing to any Secured Swap Party under any Secured Swap Agreement (other than Excluded Swap Obligations).

“Secured Swap Party” has the meaning assigned to such term in the definition of Secured Swap Agreement.

“Securities Account” has the meaning assigned to such term in the UCC.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Instruments” means the Guarantee Agreement, mortgages, deeds of trust, Control Agreements and other agreements, instruments or certificates described or referred to in Exhibit E, and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by the Borrower or any other Person (other than Secured Swap Agreements or participation or similar agreements between any Lender and any other lender or creditor with respect to any Obligations pursuant to this Agreement), in each case in connection with, or as security for the payment or performance of the Obligations, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time.

“Sitio Permitted Holders” means, collectively, (a) The Blackstone Group, Inc., (b) Oaktree Capital Management, L.P., (c) Kimmeridge Energy Management Company, LLC, (d) Kimmeridge Mineral Fund, LP, and (e) trusts, partnerships, limited liability companies, corporations or other entities that are Controlled by one or more Persons in the foregoing clauses (a), (b), (c) and (d).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

47

“SOFR Adjustment” means (a) with respect to Daily Simple SOFR, 0.10% (10 basis points); and (b) with respect to Term SOFR, 0.10% (10 basis points) for an Interest Period of one-month’s duration, 0.15% (15 basis points) for an Interest Period of three-month’s duration, and 0.25% (25 basis points) for an Interest Period of six-months’ duration.

“SOFR Administrator” means the Federal Reserve Bank of New York or a successor administrator of the secured overnight financing right.

“Specified Bank Accounts” has the meaning set forth in Section 8.17(a).

“Specified Equity Contribution” means, an amount equal to, without duplication, the amount of any capital contributions made in cash to, or any cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Capital Stock) received by, the Borrower during the applicable Cure Period that are made for the purpose of exercising the equity cure rights set forth in Section 9.01(c). For the avoidance of doubt, any capital contributions made to, or any cash proceeds of an issuance of Equity Interests of the Borrower received by, the Borrower for the purpose of making Investments pursuant to Section 9.05(m) shall not constitute a Specified Equity Contribution.

“Specified Optional Prepayment” has the meaning assigned to the term “Specified Optional Prepayment” in the 2026 Senior Notes Note Purchase Agreement.

“Specified Unrestricted Period” means the period commencing on the Brigham Merger Closing Date and ending on the earlier of (a) the Fold In Date and (b) June 30, 2023.

“Springing Maturity Date” means the date that is ninety-one (91) days prior to the final maturity date of the 2026 Senior Notes, if any 2026 Senior Notes remain outstanding on such date.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any other Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Person (a) of which Equity Interests representing more than 50% of the equity or more than 50% of the ordinary voting power (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) or, in the case of a partnership, any general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Borrower. Any subsidiary of GP Pledgor shall also be deemed a subsidiary of the Borrower.

“Successor Rate” has the meaning specified in Section 3.03(b).

“Supported QFC” has the meaning assigned to such term in Section 12.20.

48

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of any Loan Party (or of the manager, managing member, general partner or such other Person having authority to bind any Loan Party) shall be a Swap Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s) payable by any Loan Party, and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, with respect to which any Loan Party is “out-of-the-money”, as determined by the counterparties to such Swap Agreements (including, without duplication, any unpaid amounts due on the date of calculation).

“Synthetic Leases” means, in respect of any Person, all synthetic leases, tax retention operating leases, off balance sheet loans or similar off balance sheet financing products where such transactions are considered borrowed money indebtedness for tax purposes which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income Taxes.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, charges or, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means,

(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b) for any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day plus the SOFR Adjustment for such Interest Period;

provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.

49

“Term SOFR Borrowing” means any Borrowing comprised of Term SOFR Loans.

“Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

“Term SOFR Replacement Date” has the meaning assigned to such term in Section 3.03(b).

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“Termination Date” means the earlier of the Maturity Date and the date of termination of the Commitments.

“Third Amendment” means that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of the Third Amendment Effective Date, by and among the Borrower, the Administrative Agent, the Issuing Bank and the Lenders party thereto.

“Third Amendment Effective Date” means September 21, 2022.

“Third Amendment Transactions” means (i) the execution, delivery and performance by the Borrower of the 2026 Senior Notes Note Purchase Agreement and each other 2026 Senior Notes Note Document to which it is a party, the issuing of the Notes (as such term is defined in 2026 Senior Notes Note Purchase Agreement) and the use of the proceeds thereof and (b) the execution, delivery and performance by each subsidiary of the Borrower party as guarantor to the 2026 Senior Notes Note Purchase Agreement of each 2026 Senior Notes Note Document to which such subsidiary is a party and the guaranteeing of the Guaranteed Obligations (as such term is defined in the 2026 Senior Notes Note Purchase Agreement) by such subsidiary and (iii) the payment of fees, costs and expenses in connection with the foregoing.

“TopCo” means Snapper Merger Sub I, Inc., a Delaware corporation, to be renamed “Sitio Royalties Corp.” upon consummation of the Brigham Merger on the Brigham Merger Closing Date.

“Total Debt” means, at any date, all Debt of the Loan Parties on a consolidated basis, excluding (i) non-cash obligations under FASB ASC 815 and (ii) Debt in respect of clause (b) under the definition thereof.

“Total Net Debt” means, at any date, an amount equal to (a) Total Debt minus (b) Unrestricted Cash in an aggregate amount not to exceed $25,000,000.

“Transactions” means, (i) the consummation of the Merger and the other transactions occurring under the Merger Agreement on or about the Effective Date, (ii) the Effective Date Refinancing, (iii) (a) the execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grant of Liens by the Borrower on Mortgaged Properties and other Properties pursuant to the Security Instruments, (b) the execution, delivery

50

and performance by each Guarantor of each Loan Document to which it is a party, the guaranteeing of the Obligations and the other obligations under the Guarantee Agreement by such Guarantor, and the grant of Liens by such Guarantor on Mortgaged Properties and other Properties pursuant to the Security Instruments and (c) the execution, delivery and performance by the GP Pledgor of the Guarantee Agreement and the limited recourse grant of Liens by the GP Pledgor on its general partner interests in the Borrower and certain applicable Guarantors and (iv) the payment of fees, costs and expenses in connection with the foregoing.

“Type”, when used in reference to any Loan, refers to its character as an ABR Loan or a Term SOFR Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Ultimate Parent” means (a) prior to the Brigham Merger Closing Date, the Parent and (b) from and after the Brigham Merger Closing Date, TopCo.

“Unrestricted Cash” means cash or Cash Equivalents of the Borrower or any of the Guarantors that is held in Deposit Accounts and/or Securities Accounts subject to a Control Agreement.

“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary after the Effective Date in accordance with, and subject to the satisfaction of the conditions set forth in, Section 1.07.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning assigned to such term in Section 12.20.

51

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 5.03(e)(ii)(B)(3).

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56), as amended.

“Wholly-Owned Subsidiary” means any Restricted Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are directly or indirectly owned by (a) the Borrower, (b) GP Pledgor or (c) the Borrower and GP Pledgor.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.03 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.04 Terms Generally; Rules of Construction. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and the word “or” shall not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (ii) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time, (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in the Loan

52

Documents), (iv) the words “hereto”, “herein”, “hereof” and “hereunder”, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (v) with respect to the determination of any time period, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including” and (vi) any reference in a Loan Document to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, the Loan Document in which such references appear. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

Section 1.05 Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.

Section 1.06 Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any

53

such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

Section 1.07 Designation and Conversion of Restricted and Unrestricted Subsidiaries.

(a) Unless designated in writing to the Administrative Agent by the Borrower in accordance with Section 1.07(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the Effective Date (whether by formation, acquisition, merger or otherwise) shall be classified as a Restricted Subsidiary. Notwithstanding anything to the contrary contained in this Section 1.07, during the Specified Unrestricted Period, each of the Brigham Entities shall be classified as an Unrestricted Subsidiary without further action (and for the avoidance of doubt, without compliance with the requirements under Section 1.07(b)).

(b) The Borrower may designate by prior written notice thereof to the Administrative Agent, any Restricted Subsidiary (including a newly formed or newly acquired Subsidiary) as an Unrestricted Subsidiary; provided that (i) both immediately before, and immediately after giving effect, to such designation, (A) no Event of Default or Borrowing Base Deficiency exists or would result from such designation and (B) the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 9.01; (ii) such Subsidiary is not a “restricted subsidiary” for purposes of any indenture or other agreement governing Debt for borrowed money of the Borrower or a Restricted Subsidiary; (iii) such designation shall be deemed to be an Investment in an amount equal to the fair market value of Borrower’s direct and indirect ownership interest in such Subsidiary and such designation shall be permitted only to the extent such Investment is permitted under Section 9.05(h) or Section 9.05(n) on the date of such designation (without regard to any future fluctuations in value); (iv) such designation shall be deemed to be a Disposition pursuant to which the provisions of Section 2.07(e) and Section 9.12 shall apply; (v) after giving effect to such designation, such Subsidiary is in compliance with the requirements of Section 8.18; and (vi) the Administrative Agent shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses (i)-(v) above (and in the case of clause (i)(B) above, setting forth reasonably detailed calculations demonstrating compliance on a pro forma basis with the covenants set forth in Section 9.01). Except as provided in this Section 1.07, no Subsidiary may be designated (and no Restricted Subsidiary may be redesignated) as an Unrestricted Subsidiary.

54

(c) The Borrower may designate by prior written notice thereof to the Administrative Agent any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) both immediately before, and immediately after giving effect, to such designation, (A) no Event of Default or Borrowing Base Deficiency exists or would result from such designation, (B) the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 9.01, (C) the representations and warranties of the Loan Parties contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such date), (iii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be the incurrence at the time of designation of any Investment, Debt, or Liens of such Subsidiary existing at such time, and the Borrower shall be in compliance with Article IX after giving effect to such designation, (iv) immediately after giving effect to such designation, the Borrower and such Subsidiary shall be in compliance with the requirements of Section 8.14 and Section 8.17 and (v) the Administrative Agent shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses (i)-(iv) above (and in the case of clause (i)(B) above, setting forth reasonably detailed calculations demonstrating compliance on a pro forma basis with the covenants set forth in Section 9.01).

Section 1.08 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

Section 1.09 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II

THE CREDITS

Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.

55

Section 2.02 Loans and Borrowings.

(a) Borrowings. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments.

(b) Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised entirely of ABR Loans or Term SOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Term SOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000; provided that, notwithstanding the foregoing, an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of seven (7) Term SOFR Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

(d) Notes. Any Lender may request that Loans made by it be evidenced by a single Note, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of such Assignment and Assumption, or (iii) in the case of a Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), upon the request of such Lender, the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed and such Lender shall promptly return to the Borrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

56

(e) Obligations of Lenders Several. The obligations of the Lenders to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 12.03(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 12.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 12.03(c).

Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or electronic communication (a) in the case of a Term SOFR Borrowing, not later than 12:00 noon, Houston, Texas time, two Business Days before the date of the proposed Borrowing (or, with respect to the initial Borrowing on the Effective Date, such lesser period of time as approved by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 12:00 noon, Houston, Texas time, on the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or electronic communication to the Administrative Agent of a written Borrowing Request and signed by a Responsible Officer of the Borrower; provided that, subject to Section 5.02, the Borrower may condition a Borrowing Request on the consummation of an acquisition, Investment or other identifiable event or condition and any such Borrowing Request may be revoked by the Borrower if such acquisition or Investment is not consummated, or such event or condition does not occur, on the date specified in the applicable Borrowing Request. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(a) the aggregate amount of the requested Borrowing;

(b) the date of such Borrowing, which shall be a Business Day;

(c) whether such Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing;

(d) in the case of a Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(e) the amount of the then effective Borrowing Base, the amount of the then effective Aggregate Elected Commitment, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and

(f) the location and number of the Borrower’s account (or another account as directed by the Borrower) to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

57

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that (a) the amount of the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Commitments (i.e., the lesser of (A) the Aggregate Maximum Credit Amounts, (B) the Aggregate Elected Commitment and (C) the then effective Borrowing Base) and (b) after giving pro forma effect to the requested Borrowing, no Excess Cash exists.

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Interest Elections.

(a) Conversion and Continuance. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) Interest Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall notify the Administrative Agent of such election by delivering a written Interest Election Request signed by a Responsible Officer of the Borrower or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or electronic communication to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower.

(c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing; and

58

(iv) if the resulting Borrowing is a Term SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Term SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Notice to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Effect of Failure to Deliver Timely Interest Election Request and Events of Default and Borrowing Base Deficiencies on Interest Election. If the Borrower fails to deliver a timely Interest Election Request with respect to a Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted on such date to an ABR Borrowing. Notwithstanding any contrary provision hereof, if a Borrowing Base Deficiency or an Event of Default has occurred and is continuing and the Majority Lenders have elected in writing to the Borrower and the Administrative Agent to not allow such conversions or continuations: (i) no outstanding Borrowing may be converted to or continued as a Term SOFR Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing shall be ineffective) and (ii) unless repaid, each Term SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.05 Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., Houston, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly delivering or crediting (as applicable) the amounts so received, in like funds, to an account of the Borrower, subject to, after the Control Agreement Delivery Date, a Control Agreement, and designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the Issuing Bank. Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular place or manner.

(b) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made

59

its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable credit extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

Section 2.06 Termination, Revision and Reduction of Commitments and Aggregate Maximum Credit Amounts; Increase, Reduction and Termination of Aggregate Elected Commitment.

(a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amount, the Aggregate Elected Commitment or the Borrowing Base is terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.

(b) Optional Termination and Reduction of Aggregate Maximum Credit Amounts.

(i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c)(i), the total Revolving Credit Exposures would exceed the total Commitments.

60

(ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable; provided that such notice may state that it is conditioned upon the occurrence of one or more specified events (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such specified event(s) do not occur. Any termination or reduction of the Aggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts pursuant to this Section 2.06(b)(ii) shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.

(c) Increase, Reduction and Termination of Aggregate Elected Commitment.

(i) Subject to the conditions set forth in Section 2.06(c)(ii) and the prior written approval of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), the Borrower may increase the Aggregate Elected Commitment then in effect by increasing the Elected Commitment of a Lender and/or by causing a Person that at such time is not a Lender to become a Lender (any such Person that is not at such time a Lender and becomes a Lender, an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons), the Borrower or any Affiliate of the Borrower.

(ii) Any increase in the Aggregate Elected Commitment shall be subject to the following additional conditions:

(A) Any increase in the Aggregate Elected Commitment shall first be offered to each of the Lenders, who shall have until the earlier of (1) five (5) Business Days from the date of such offer and (2) the first date on which all Lenders have declined to increase their Elected Commitments, to elect to increase their applicable Elected Commitment and, if a Lender elects to increase its Elected Commitment during such period, the Borrower and such Lender shall execute and deliver an Elected Commitment Increase Certificate (as defined below), before the Borrower may elect to cause an Additional Lender to become a Lender;

(B) such increase shall not be less than $5,000,000 or, if less, the amount by which the Borrowing Base exceeds the Aggregate Elected Commitment prior to giving effect to such increase, unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto (A) the Aggregate Elected Commitment exceeds the Borrowing Base then in effect or (B) prior to the 2026 Senior Notes Discharge, the Aggregate Elected Commitment exceeds $600,000,000 unless the Administrative Agent shall have received evidence in form and substance satisfactory to it that such increase is permitted under the 2026 Senior Notes Documents;

61

(C) following any Scheduled Redetermination, the Borrower may not increase the Aggregate Elected Commitment more than twice before the next Scheduled Redetermination, unless the Administrative Agent otherwise consents (for the sake of clarity, all increases in the Aggregate Elected Commitment effective on a single date shall be deemed a single increase in the Aggregate Elected Commitment for purposes of this Section 2.06(c)(ii)(C));

(D) no Default or Event of Default shall have occurred and be continuing on the effective date of such increase;

(E) no Lender’s Elected Commitment may be increased without the consent of such Lender;

(F) on the effective date of such increase, no Term SOFR Borrowings shall be outstanding or if any Term SOFR Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Term SOFR Borrowings unless the Borrower pays compensation required by Section 5.02 or such compensation is waived by each Lender affected thereby;

(G) if the Aggregate Elected Commitment is increased by increasing the Elected Commitment of a Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit I (an “Elected Commitment Increase Certificate”);

(H) after the expiration of the time period set forth in clause (A) above, if the Borrower elects to increase the Aggregate Elected Commitment by causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit J (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500 (provided that the Administrative Agent may, in its discretion, elect to waive such processing and recordation fee in connection with any such increase), and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower and the Additional Lender, and, to the extent applicable and agreed to by the Borrower, the Administrative Agent;

(iii) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Elected Commitment Increase Certificate or the Additional Lender Certificate: (A) the amount of the Aggregate Elected Commitment shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the Aggregate Elected Commitment (and the resulting modifications of each Lender’s Maximum Credit Amount pursuant to Section 2.06(c)(iv) or Section 2.06(c)(v)).

62

(iv) Upon its receipt of a duly completed Elected Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.06(c)(ii), and, if required, the Administrative Questionnaire referred to in Section 2.06(c)(ii), the Administrative Agent shall accept such Elected Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Elected Commitment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

(v) Upon any increase in the Aggregate Elected Commitment pursuant to Section 2.06(c)(iv), (A) each Lender’s Maximum Credit Amounts shall be automatically deemed amended to the extent necessary so that each such Lender’s Applicable Percentage equals the percentage of the Aggregate Elected Commitment represented by such Lender’s Elected Commitment, in each case after giving effect to such increase, and (B) Annex I to this Agreement shall be deemed amended to reflect the Elected Commitment of each Lender (including any Additional Lender) as thereby increased, any changes in the Lenders’ Maximum Credit Amounts pursuant to the foregoing clause (A), and any resulting changes in the Lenders’ Applicable Percentages.

(vi) The Borrower may from time to time terminate or reduce the Aggregate Elected Commitment; provided that (A) each reduction of the Aggregate Elected Commitment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (B) the Borrower shall not reduce the Aggregate Elected Commitment if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Revolving Credit Exposures of all Lenders would exceed the Aggregate Elected Commitment as reduced.

(vii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Elected Commitment under Section 2.06(c)(vi) at least three (3) Business Days prior to the effective date of such termination or reduction (or such lesser period as may be reasonably acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(c)(vii) shall be irrevocable; provided that such notice may state that it is conditioned upon the occurrence of one or more specified events (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such specified event(s) do not occur. Any termination or reduction of the Aggregate Elected Commitment shall be permanent and may not be reinstated, except pursuant to Section 2.06(c)(i). Each reduction of the Aggregate Elected Commitment shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.

63

(viii) Upon any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Borrowing Base becoming less than the Aggregate Elected Commitment, the Aggregate Elected Commitment shall be automatically reduced (ratably among the Lenders in accordance with each Lender’s Applicable Percentage) so that they equal such redetermined Borrowing Base (and Annex I) shall be deemed amended to reflect such amendments to each Lender’s Elected Commitment and the Aggregate Elected Commitment).

(ix) Contemporaneously with any increase in the Borrowing Base pursuant to this Agreement, if (A) the Borrower elects to increase the Aggregate Elected Commitment and (B) each Lender has consented to such increase in its Elected Commitment, then the Aggregate Elected Commitment shall be increased (ratably among the Lenders in accordance with each Lender’s Applicable Percentage) by the amount requested by the Borrower without the requirement that any Lender deliver an Elected Commitment Increase Certificate or that the Borrower pay any amounts under Section 5.02, and Annex I shall be deemed amended to reflect such amendments to each Lender’s Elected Commitment and the Aggregate Elected Commitment. The Administrative Agent shall record the information regarding such increases in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv).

(x) If, after giving effect to any reduction in the Aggregate Elected Commitment pursuant to this Section 2.06(c), the total Revolving Credit Exposures exceed the as reduced Aggregate Elected Commitment, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, transfer to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).

Section 2.07 Borrowing Base.

(a) Borrowing Base. For the period from and including the Effective Date until the first Redetermination Date, the amount of the Borrowing Base shall be $300,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.07(e), Section 2.07(f) or Section 8.13(c).

(b) Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on April 1st and October 1st of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing October 1, 2022. In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, one time between successive Scheduled Redeterminations (including prior to the first Scheduled Redetermination), elect to cause the Borrowing Base to be redetermined, (ii) after the first Scheduled Redetermination, the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time between successive Scheduled Redeterminations, elect to cause the Borrowing Base to be redetermined, and (iii) the Borrower may, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Loan Parties with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, elect to cause the Borrowing Base to be redetermined (in the case of each of the foregoing clauses (i), (ii) and (ii), an “Interim Redetermination”), in each case in accordance with this Section 2.07.

64

(c) Scheduled and Interim Redetermination Procedure.

(i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a) and (c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b) and (c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c), as may, from time to time, be reasonably requested by the Administrative Agent or the Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in its sole discretion, propose a new Borrowing Base (the “Proposed Borrowing Base”) based upon such information and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts.

(ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”):

(A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and

(B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports.

(iii) Subject to Section 12.02(b)(ii) with respect to any Defaulting Lender, any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders (in each Lender’s sole discretion) as provided in this Section 2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders (in each Lender’s sole discretion) as provided in this Section 2.07(c)(iii). Upon

65

receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. All decisions regarding the Borrowing Base hereunder shall be made by each Lender in its sole discretion as such Lender deems appropriate and consistent with its normal oil and gas lending criteria as it exists at the particular time. If at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be (A) in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, a disapproval of the Proposed Borrowing Base and (B) in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, an approval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or been deemed to have approved the Proposed Borrowing Base, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders or (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d).

(d) Effectiveness of a Redetermined Borrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Lenders or the Required Lenders, as applicable, pursuant to Section 2.07(c)(iii), the Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders:

(i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then on the April 1st or October 1st, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such notice; and

(ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Notice (or such date as the Administrative Agent, the Lenders and the Borrower may otherwise agree to).

Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.07(e), Section 2.07(f) or Section 8.13(c), whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower.

66

(e) Reduction of Borrowing Base Related to Dispositions of Borrowing Base Properties and/or Liquidation of Swap Agreements. If (i) any Swap Agreement to which any Loan Party is a party is Liquidated or (ii) any Loan Party Disposes of any Borrowing Base Property or Equity Interests in any Loan Party owning Borrowing Base Properties, and the Borrowing Base value assigned to the Liquidated portion of such Swap Agreement (after giving effect to any other Swap Agreements executed by the Borrower or any Guarantor contemporaneously with the Liquidation of such Swap Agreements or subsequent to the most recent Scheduled Redetermination Date) or the Borrowing Base value of such Borrowing Base Property (or in the case of any Disposition of Equity Interests in any Loan Party owning Borrowing Base Properties, the Borrowing Base value of the Borrowing Base Properties owned by such Loan Party), as applicable, in each case as determined by the Administrative Agent, when combined with the sum of (A) the Borrowing Base value of all other Borrowing Base Properties Disposed of (including, in the case of any Disposition of Equity Interests in any Loan Party owning Borrowing Base Properties, the Borrowing Base value of such Borrowing Base Properties owned by such Loan Party), in each case since the most recent Scheduled Redetermination Date and (B) the Borrowing Base value of the Liquidated portion of other Swap Agreements Liquidated since the most recent Scheduled Redetermination Date, exceeds seven and one half percent (7.5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, then the Borrowing Base then in effect shall be reduced by an amount equal to the value, if any, assigned to the Liquidated portion of such Swap Agreement in the then effective Borrowing Base and/or the value assigned to such Disposed Borrowing Base Property in the most recently delivered Reserve Report, as the case may be, in each case as determined by the Administrative Agent. The Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such Disposition or Liquidation, as the case may be, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on such date until the next redetermination or adjustment thereof hereunder. For purposes of this Section 2.07(e), until the first Scheduled Redetermination Date occurs hereunder, the phrase “the most recent Scheduled Redetermination Date” shall mean “the Effective Date”.

(f) Reduction of Borrowing Base Upon Incurrence of Permitted Additional Debt. If the Loan Parties incur any Permitted Additional Debt in accordance with Section 9.02(g) (other than (i) any Permitted Additional Debt incurred to refinance then-outstanding Permitted Additional Debt, but, solely in the case of this clause (i), only to the extent that the aggregate principal amount of new Permitted Additional Debt incurred to refinance such outstanding Permitted Additional Debt does not result in an increase in the principal amount of Permitted Additional Debt outstanding, except (x) in respect of an increase in the principal amount as a result of customary fees and expenses related to the refinancing of such outstanding Permitted Additional Debt and (y) as otherwise permitted under clause (ii), and (ii) an aggregate principal amount of Permitted Additional Debt consisting entirely of the 2026 Senior Notes incurred on or substantially contemporaneously with the Third Amendment Effective Date but, in any event, no later than the first Business Day immediately following the Third Amendment Effective Date, of up to $450,000,000, minus the aggregate principal amount of Permitted Additional Debt then outstanding that was incurred to refinance the Bridge Loan Debt, so long as, solely in the case of this clause (ii), (x) such Permitted Additional Debt is incurred on or before the Scheduled Redetermination of the Borrowing Base scheduled for on or about October 1, 2022 becomes effective in accordance with Section 2.07(d) and (y) to the extent any Bridge Loan Debt is then outstanding, the net proceeds of such Permitted Additional Debt are used to refinance one hundred

67

percent (100%) of the Bridge Loan Debt), unless the Borrower and the Required Lenders shall otherwise agree, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Permitted Additional Debt (for the avoidance of doubt, without regard to any original issue discount). The Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such incurrence, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders on such date until the next redetermination or adjustment thereof hereunder.

Section 2.08 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit as the applicant thereof for the support of its or any Guarantor’s obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the period from and including the Effective Date until the day which is five (5) Business Days prior to the Termination Date; provided that the Borrower may not request the issuance, amendment, renewal or extension of Letters of Credit hereunder if a Borrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. All letters of credit issued pursuant to the Existing Credit Agreement are deemed to have been issued pursuant hereto, and from and after the Effective Date, shall be subject to and governed by the terms and conditions hereof. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (not less than three (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice:

(i) requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be amended, renewed, reinstated or extended;

(ii) specifying the date of issuance, amendment, renewal, reinstatement or extension (which shall be a Business Day);

(iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c));

(iv) specifying the amount of such Letter of Credit;

(v) specifying the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare, amend, renew, reinstate or extend such Letter of Credit; and

68

(vi) specifying the amount of the then effective Borrowing Base and the then effective Aggregate Elected Commitment and whether a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).

A Letter of Credit shall be issued, amended, renewed, reinstated or extended only if (and each notice shall constitute a representation and warranty by the Borrower that), after giving effect to the requested issuance, amendment, renewal, reinstatement or extension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment, (ii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iii) the total Revolving Credit Exposures shall not exceed the total Commitments (i.e., the lesser of (A) the Aggregate Maximum Credit Amounts, (B) the Aggregate Elected Commitment and (C) the then effective Borrowing Base).

If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application and reimbursement agreement on the Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that, in the event of any conflict between such application and the terms of this Agreement, the terms of this Agreement shall control.

The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or require or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good faith deems material to it, (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally, (iii) except as otherwise agreed by the Administrative Agent and the Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000 or (iv) if any Lender is at the time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 4.03(c)(iii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other obligations in respect of Letters of Credit as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date twelve months (or such later date as may be requested by the Borrower and agreed to by the Issuing Bank in its sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months (or such later date as may be requested by the Borrower and agreed to by the Issuing Bank in its sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date (or such later date as consented to by the Issuing Bank in its sole discretion and provided that such Letter of Credit is cash collateralized or otherwise backstopped in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion).

69

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Commitments.

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, Houston, Texas time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Houston, Texas time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Houston, Texas time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Houston, Texas time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such payment be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this Section 2.08(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

70

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by facsimile or electronic communication) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

71

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have reimbursed the Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans. Interest accrued pursuant to this Section 2.08(h) shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement and Resignation of the Issuing Bank.

(i) The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any such replacement, (A) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (B) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Bank, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit.

(ii) Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as the Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders (or such shorter period of time as may be acceptable to the Issuing Bank, the Administrative Agent and the Borrower), in which case, the resigning Issuing Bank shall be replaced in accordance with Section 2.08(i)(i).

(j) Cash Collateralization. If (i) any Event of Default shall occur and be continuing and the Borrower receives notice from the Administrative Agent or the Majority Lenders demanding that the Borrower cash collateralize, or otherwise backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion, the outstanding LC Exposure, (ii) the Borrower is required to cash collateralize, or backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion, the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c)(i), Section 3.04(c)(ii), Section 3.04(c)(iii) or Section 3.04(c)(vi) or (iii) the Borrower is required to cash collateralize, or otherwise backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion, a Defaulting Lender’s LC Exposure pursuant to Section 4.03(c)(iii)(B), then the Borrower shall either (x) pledge

72

and deposit with or deliver to the Administrative Agent (as a first priority, perfected security interest), for the benefit of the Issuing Bank, at a location and pursuant to documentation in form and substance satisfactory to the Administrative Agent, an amount in cash in dollars equal to 102% of such LC Exposure or excess attributable to such LC Exposure, as the case may be, as of such date plus any accrued and unpaid interest thereon or (y) or otherwise backstop such LC Exposure or excess attributable to such LC Exposure, as the case may be, in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion; provided that the obligation to deposit such cash collateral or otherwise backstop shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 10.01(h) or Section 10.01(i). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts, or otherwise backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion, pursuant to this Section 2.08(j), shall be absolute and unconditional, without regard to whether any beneficiary of any Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any Subsidiary may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit (if applicable) shall be held as collateral securing the payment and performance of the Borrower’s and the Guarantors’ obligations under this Agreement and the other Loan Documents. In addition, and without limiting the foregoing or Section 2.08(c), if any LC Exposure remain outstanding after the expiration date specified in Section 2.08(c), the Borrower shall either immediately (x) deposit into such account an amount in cash equal to 102% of such LC Exposure as of such date plus any accrued and unpaid interest thereon or (y) otherwise backstop in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, except that the Administrative Agent shall not invest any funds maintained in such account without the Borrower’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower and the Guarantors under this Agreement and the other Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder or

73

otherwise backstop as a result of the occurrence of an Event of Default or pursuant to Section 4.03(c)(iii)(B) as a result of a Defaulting Lender, and the Borrower is not otherwise required to cash collateralize or otherwise backstop the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived or the events giving rise to such cash collateralization or backstopping pursuant to Section 4.03(c)(iii)(B) have been satisfied or resolved.

(k) Letters of Credit Issued for Account of Guarantors. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Guarantor, or states that a Guarantor is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Guarantor in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Guarantor in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Guarantors.

(l) Applicability of ISP and UCP. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued by it, (i) the rules of the ISP shall apply to each standby Letter of Credit and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Bank shall not be responsible to the Borrower for, and the Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where the Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

ARTICLE III

PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES

Section 3.01 Repayment of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date.

74

Section 3.02 Interest.

(a) ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

(b) Term SOFR Loans. The Loans comprising each Term SOFR Borrowing shall bear interest at Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

(c) Post-Default Rate. Notwithstanding the foregoing, (i) if an Event of Default under Section 10.01(h) or (i) has occurred and is continuing, (ii) if any principal of or interest on any Loan or any fee or other amount payable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, and to the extent that such failure to pay constitutes an Event of Default under Section 10.01(a) or (b), or (iii) at the election of the Majority Lenders, if an Event of Default (other than with respect to Section 10.01(a), (b), (h) or (i)) has occurred and is continuing, then all Loans outstanding (in the case of clauses (i) and (iii)), and such overdue amount (in the case of clause (ii)), shall bear interest, after as well as before judgment, at a rate per annum equal to two percent (2%) plus the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 3.02, but in no event to exceed the Highest Lawful Rate.

(d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than an optional prepayment of an ABR Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Term SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and shall be binding upon the parties hereto.

(f) Term SOFR Conforming Changes. With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

75

Section 3.03 Inability to Determine Rates.

(a) Temporary Unavailability of Term SOFR. If in connection with any request for a Term SOFR Loan or a conversion of ABR Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Majority Lenders determine that for any reason the Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.

Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Majority Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the Majority Lenders) revokes such notice.

Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified therein and (ii) any outstanding Term SOFR, Loans shall be deemed to have been converted to ABR Loans immediately at the end of their respective applicable Interest Period.

(b) Replacement of Term SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or the Majority Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and

76

six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR, Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”).

If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis.

Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (y) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments. shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders object to such amendment.

The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.

77

Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Majority Lenders.

Section 3.04 Prepayments.

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay, without premium or penalty (except with respect to any amounts due under Section 5.02), any Borrowing in whole or in part, subject to prior notice in accordance with Section 3.04(b).

(b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Term SOFR Borrowing, not later than 12:00 noon, Houston, Texas time, two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, Houston, Texas time, on the date of prepayment. Each such notice shall be confirmed promptly by hand delivery or email to the Administrative Agent of a written notice of prepayment signed by a Responsible Officer of the Borrower. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06(b); provided further, that, subject to Section 5.02, the Borrower may rescind any notice of prepayment if such prepayment would have resulted from a refinancing of all or a material part of the Obligations, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02.

78

(c) Mandatory Prepayments.

(i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize or otherwise backstop such excess as provided in Section 2.08(j).

(ii) Upon any redetermination or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than pursuant to Section 2.07(e) or Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then after receiving a New Borrowing Base Notice in accordance with Section 2.07(d) or a notice of adjustment pursuant to Section 8.13(c), as the case may be (the date of receipt of any such notice, the “Deficiency Notification Date”), the Borrower shall (i) deliver, within 10 Business Days after the Deficiency Notification Date, written notice to the Administrative Agent indicating the Borrower’s election to: (A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency (and to the extent that any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize or otherwise backstop such excess as provided in Section 2.08(j)) on or before the 30th day following the Deficiency Notification Date; (B) prepay the Borrowings in six consecutive equal monthly installments, the first installment being due and payable on the 30th day following the Deficiency Notification Date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months, with each payment being equal to one-sixth (1/6th) of such Borrowing Base Deficiency, so that such Borrowing Base Deficiency is reduced to zero on or before such sixth prepayment date; (C) identify, within thirty (30) days following the Deficiency Notification Date, to the Administrative Agent additional Oil and Gas Properties with Borrowing Base value acceptable to the Required Lenders in their sole discretion not evaluated in the most recently delivered Reserve Report sufficient to cure the Borrowing Base Deficiency and, to the extent the mortgage requirement set forth in Section 8.14(a) has not been complied with on a pro forma basis including such additional Oil and Gas Properties, grant to the Administrative Agent a first-priority Lien (subject to Excepted Liens) on such additional Oil and Gas Properties sufficient to satisfy such requirement on a pro forma basis; provided that in no event may the Borrower elect the option specified in this clause (C) if fewer than ninety (90) days remain until the Maturity Date; or (D) combine the options provided in clauses (A), (B) and/or (C) above, and also indicating the amount to be prepaid and the amount to be provided as additional Collateral, and (ii) make such payment and deliver such additional Collateral within the time required under clauses (A), (B) and/or (C) above; provided that, notwithstanding the options set forth above, (x) in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date, (y) after making an election described above, with the consent of the Administrative Agent, the Borrower may make additional payments or identify additional Oil and Gas Properties (as contemplated by clause (C) without regard to the timeframe set forth therein) in order to accelerate the cure of the Borrowing Base Deficiency and (z) if the Borrowing Base Deficiency is reduced to zero through any combination of the options set forth herein or through a subsequent Borrowing Base increase, the Borrower’s obligations to cure the previously existing Borrowing Base Deficiency shall cease and the Borrower shall have no obligation to make additional scheduled prepayments in respect of such Borrowing Base Deficiency. The Borrower shall provide to the

79

Administrative Agent, within ten (10) Business Days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.13(c), as applicable, an irrevocable written notice indicating which of the options specified in clauses (A), (B), (C) or (D) the Borrower elects to take in order to eliminate the Borrowing Base Deficiency. Such notice shall be irrevocable and, in the event the Borrower fails to provide such written notice to the Administrative Agent within the ten (10) Business Day period referred to above, the Borrower shall be deemed to have irrevocably elected the option set forth in clause (B) above. The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of this Section 3.04(c)(ii) and specified in such notice (or relating to such deemed election) shall constitute an Event of Default.

(iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize or otherwise backstop such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize or otherwise backstop such excess on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.

(iv) Unless the Borrower notifies the Administrative Agent in writing of an alternate application to the Borrowings then outstanding, each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Term SOFR Borrowings then outstanding, and if more than one Term SOFR Borrowing is then outstanding, to each such Term SOFR Borrowing in order of priority beginning with the Term SOFR Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Term SOFR Borrowing with the most number of days remaining in the Interest Period applicable thereto.

(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

(vi) Mandatory Prepayment with Excess Cash. If, as of the last day of any calendar month (whether or not such day is a Business Day) (the “Excess Cash Test Date”), the Loan Parties have Excess Cash as of the end of such Excess Cash Test Date (whether or not such Excess Cash Test Date is a Business Day), the Borrower shall, within three (3) Business Days of such Excess Cash Test Date, prepay Borrowings in an amount equal to the lesser of (i) the amount of such Excess Cash as of the end of such Excess Cash Test Date (whether or not such Excess Cash Test Date is a Business Day) and (ii) the amount of Borrowings as of the end of such Excess Cash Test Date (whether or not such Excess Cash Test Date is a Business Day); provided that if any such Excess Cash remains after such Borrowings are fully prepaid, the Borrower shall apply such remaining Excess Cash to cash collateralize or otherwise backstop any LC Exposure with such remaining Excess Cash as provided in Section 2.08(j).

80

(vii) Mandatory Prepayment with Net Casualty Event Proceeds. Prior to the 2026 Senior Notes Discharge, upon receipt by the Borrower or any of its Affiliates of any Net Casualty Event Proceeds in excess of $25,000,000 for any individual Casualty Event or series of related Casualty Events or $100,000,000 in the aggregate, then the Borrower shall apply an amount of such Net Casualty Event Proceeds as set forth in Section 3.04(c)(vii)(A), Section 3.04(c)(vii)(B), Section 3.04(c)(vii)(C) or any combination thereof within five (5) Business Days after the date of receipt of such Net Casualty Event Proceeds (or with respect to Section 3.04(c)(vii)(C), such other timeframe specified in Section 3.04(c)(vii)(C)):

(A) prior to any application of any such Net Casualty Event Proceeds as set forth in Section 3.04(c)(vii)(B), prepay the Borrowings in an amount equal to the lesser of (1) one hundred percent (100%) of the Net Casualty Event Proceeds and (2) the then outstanding Borrowings; provided that if any Net Casualty Event Proceeds remain after the Borrowings are fully prepaid, the Borrower shall apply such remaining Net Casualty Event Proceeds to cash collateralize or otherwise backstop any LC Exposure with such remaining Net Casualty Event Proceeds to the extent required by, and in accordance with, Section 2.08(j);

(B) to the extent any Net Casualty Event Proceeds remain after application as set forth in Section 3.04(c)(vii)(A), offer to prepay the 2026 Senior Notes in an aggregate principal amount equal to one hundred percent (100%) of the Net Casualty Event Proceeds; and/or

(C) so long as (1) no Default or Event of Default has occurred and is continuing and (2) on a pro forma basis (including after giving effect to the applicable Casualty Event and/or any reinvestment of such Net Casualty Event Proceeds) the Leverage Ratio is less than or equal to 3.00 to 1.00 (as the Leverage Ratio is recomputed on such date using (x) Total Net Debt outstanding on such date and (y) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available), reinvest such Net Casualty Event Proceeds in Oil and Gas Properties (including, for the avoidance of doubt, the acquisition of Oil and Gas Properties); provided that promptly following any determination by the Loan Parties of an election to invest Net Casualty Event Proceeds pursuant to this Section 3.04(c)(vii)(C), the Borrower shall, within thirty (30) days after the receipt of such Net Casualty Event Proceeds, deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying that the Borrower intends to reinvest such Net Casualty Event Proceeds; provided further that if any such Net Casualty Event Proceeds are not reinvested within the 365-day period or 545-day period, as applicable, referenced in the definition of Net Casualty Event Proceeds, the Borrower shall be required to apply such Net Casualty Event Proceeds first, as set forth in Section 3.04(c)(vii)(A) and, to the extent any Net Casualty Event Proceeds remain after application as set forth in Section 3.04(c)(vii)(A), as set forth in Section 3.04(c)(vii)(B).

81

(viii) Mandatory Prepayment upon Issuance of Debt. Prior to the 2026 Senior Notes Discharge, upon receipt by or on behalf of any Loan Party or any of their Subsidiaries of any cash proceeds from the incurrence of any Debt (other than Debt that is permitted hereunder) by such Person, the Borrower shall such proceeds as set forth in Section 3.04(c)(viii)(A), Section 3.04(c)(viii)(B) or any combination thereof:

(A) prior to any application of any such proceeds as set forth in Section 3.04(c)(viii)(B), prepay the Borrowings in an amount equal to the lesser of (1) one hundred percent (100%) of such proceeds and (2) the then outstanding Borrowings; provided that if any such proceeds remain after the Borrowings are fully prepaid, the Borrower shall apply such remaining proceeds to cash collateralize or otherwise backstop any LC Exposure with such remaining proceeds to the extent required by, and in accordance with, Section 2.08(j); and

(B) to the extent any such proceeds remain after application as set forth in Section 3.04(c)(viii)(A), offer to prepay the 2026 Senior Notes in an aggregate principal amount equal to one hundred percent (100%) of such proceeds.

(ix) Mandatory Prepayment with Asset Sale Proceeds. Prior to the 2026 Senior Notes Discharge, other than with respect to Net Asset Sale Proceeds attributable to a Disposition permitted by Section 9.12(a), Section 9.12(b), Section 9.12(e), Section 9.12(f) or Section 9.12(h), upon receipt by the Borrower or its Affiliates of any Net Asset Sale Proceeds in excess of $25,000,000 for any individual Disposition or series of related Dispositions or $100,000,000 in the aggregate, then the Borrower shall apply an amount of such Net Asset Sale Proceeds as set forth in Section 3.04(c)(ix)(A), Section 3.04(c)(ix)(B), Section 3.04(c)(ix)(C) or any combination thereof within five (5) Business Days after the date of receipt of such Net Asset Sale Proceeds (or with respect to Section 3.04(c)(ix)(C), such other timeframe specified in Section 3.04(c)(ix)(C)):

(A) prior to any application of any such Net Asset Sale Proceeds as set forth in Section 3.04(c)(ix)(B), prepay the Borrowings in an amount equal to the lesser of (1) one hundred percent (100%) of the Net Asset Sale Proceeds and (2) the then outstanding Borrowings; provided that if any Net Asset Sale Proceeds remain after the Borrowings are fully prepaid, the Borrower shall apply such remaining Net Asset Sale Proceeds to cash collateralize or otherwise backstop any LC Exposure with such remaining Net Asset Sale Proceeds to the extent required by, and in accordance with, Section 2.08(j);

(B) to the extent any Net Asset Sale Proceeds remain after application as set forth in Section 3.04(c)(ix)(A), offer to prepay the 2026 Senior Notes in an aggregate principal amount equal to one hundred percent (100%) of the Net Asset Sale Proceeds; and/or

(C) so long as (1) no Default or Event of Default has occurred and is continuing and (2) on a pro forma basis (including after giving effect to the applicable Disposition and/or any reinvestment of such Net Asset Sale Proceeds) the Leverage Ratio is less than or equal to 3.00 to 1.00 (as the Leverage Ratio is recomputed on such date using (x) Total Net Debt outstanding on such date and (y) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available), reinvest such Net Asset Sale Proceeds in Oil and Gas Properties (including, for the avoidance of doubt, the acquisition of Oil and Gas Properties); provided that promptly following any determination by the Loan Parties of an election to invest Net Asset Sale Proceeds pursuant to this Section 3.04(c)(ix)(C), the Borrower shall, within thirty (30) days after the receipt of such Net Asset Sale Proceeds, deliver to the Administrative Agent a certificate of a Responsible Officer of

82

the Borrower specifying that the Borrower intends to reinvest such Net Asset Sale Proceeds; provided further that if any such Net Asset Sale Proceeds are not reinvested within the 365-day period or 545-day period, as applicable, referenced in the definition of Net Asset Sale Proceeds, the Borrower shall be required to apply such Net Asset Sale Proceeds first, as set forth in Section 3.04(c)(ix)(A) and, to the extent any Net Asset Sale Proceeds remain after application as set forth in Section 3.04(c)(ix)(A), as set forth in Section 3.04(c)(ix)(B).

(x) Prepayment Notice. All prepayments made in accordance with Section 3.04(c)(vii) through Section 3.04(c)(ix) shall be made upon not less than eight (8) Business Days’ prior written notice to the Administrative Agent (or such shorter period as may be consented to by the Administrative Agent). Each such notice shall include the calculation of the amount of the applicable proceeds giving rise to the prepayment, as applicable, and refer to the section under this Agreement relating to such prepayment. In connection with any prepayment required under Section 3.04(c)(vii) through Section 3.04(c)(ix), in the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such notice, the Borrower shall promptly make an additional prepayment of the Borrowings and/or cash collateralization of the LC Exposure and/or prepayment of the 2026 Senior Notes in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a notice of prepayment demonstrating the calculation of such excess. Any notice of prepayment may provide that such prepayment is conditioned upon the satisfaction of one or more conditions precedent. The Borrower shall make any prepayments under Section 3.04(c)(vii) through Section 3.04(c)(ix) on the date set forth in the applicable prepayment notice.

(d) No Premium or Penalty. Prepayments permitted or required under this Section 3.04 shall be without premium or penalty, except as required under Section 5.02.

Section 3.05 Fees.

(a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the unused amount of the Commitment of such Lender during the period from and including the Effective Date to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such commitment fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Term SOFR Loans on the actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii)

83

to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the actual daily amount of the LC Exposure with respect to Letters of Credit issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such unpaid fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. During the continuation of an Event of Default, to the extent the Majority Lenders have elected to charge default rate interest pursuant to Section 3.02(c)(ii), the fees payable pursuant to this Section 3.05(b) shall increase by 2.00% per annum over the then-applicable rate. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times set forth in the Fee Letters.

ARTICLE IV

PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS

Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00 noon, Houston, Texas time, on the date when due, in immediately available funds, without condition or deduction for any counterclaim, defense, recoupment or setoff. Fees, once paid, shall be fully earned and shall not be refundable under any circumstances absent manifest error. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

84

(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in LC Disbursements of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 4.01(c) shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of cash collateral provided for in Section 2.08(j), or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in LC Disbursements to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply).

85

(d) The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Section 4.02 Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender with respect to any amount owing under this Section 4.02 shall be conclusive, absent manifest error.

Section 4.03 Deductions by the Administrative Agent; Defaulting Lenders.

(a) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(a), Section 2.08(d), Section 2.08(e), Section 4.02, Section 5.03(f), Section 11.10 or Section 12.03(c), then the Administrative Agent may, in its sole discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Bank to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its sole discretion.

(b) Payments to Defaulting Lenders. If a Defaulting Lender (or a Lender who would be a Defaulting Lender but for the expiration of the relevant grace period) as a result of the exercise of a set-off shall have received a payment in respect of its Revolving Credit Exposure which results in its Revolving Credit Exposure being less than its Applicable Percentage of the aggregate Revolving Credit Exposures, then no payments will be made to such Defaulting Lender until such time as such Defaulting Lender shall have complied with Section 4.03(c) and all amounts due and owing to the Lenders have been equalized in accordance with each Lender’s respective pro rata share of the Obligations. Further, if at any time prior to the acceleration or maturity of the Loans, the Administrative Agent shall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting Lenders shall be party to this Agreement, the Administrative Agent shall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed its Applicable Percentage of all Loans then outstanding. After acceleration or maturity of the Loans, subject to the first sentence of this Section 4.03(b), all principal will be paid ratably as provided in Section 10.02(c).

86

(c) Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(i) Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 3.05(a).

(ii) The Commitment, the Maximum Credit Amount and the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender shall require the consent of such Defaulting Lender; and provided, further, that any redetermination or affirmation of the Borrowing Base shall occur without the participation of a Defaulting Lender, but the Commitment (i.e., the Applicable Percentage of the Borrowing Base of a Defaulting Lender) may not be increased without the consent of such Defaulting Lender; provided, that, subject to Section 12.19, no such reallocation will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank or any Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender.

(iii) If any LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(A) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (for the purposes of such reallocation the Defaulting Lender’s Commitment shall be disregarded in determining the Non-Defaulting Lender’s Applicable Percentage) but only to the extent (1) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all Non-Defaulting Lenders’ Commitments and (2) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus its reallocated share of such Defaulting Lender’s LC Exposure does not exceed such Non-Defaulting Lender’s Commitment; provided further that, subject to Section 12.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, then the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), or otherwise backstop such LC Exposure in such amounts and pursuant to such arrangements as are satisfactory to the Issuing Bank in its sole discretion, in accordance with the procedures set forth in Section 2.08(j) for so long as such LC Exposure is outstanding and the relevant Defaulting Lender remains a Defaulting Lender;

87

(C) if the Borrower cash collateralizes or backstops any portion of such Defaulting Lender’s LC Exposure pursuant to clause (B) above, then the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized or otherwise backstopped;

(D) if the LC Exposure of the Non-Defaulting Lenders is reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Applicable Percentages; and

(E) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized nor backstopped pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is reallocated and/or cash collateralized or otherwise backstopped; and

(iv) So long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral or other backstop arrangement will be provided by the Borrower in accordance with Section 4.03(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 4.03(c)(iii)(A) (and such Defaulting Lender shall not participate therein).

If a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent of any Lender shall occur following the Effective Date and for so long as such event shall continue, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender and such Lender is no longer a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date, if necessary, such Lender shall purchase at par such of the Loans and/or participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and/or participations in Letters of Credit in accordance with its Applicable Percentage.

88

Section 4.04 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Administrative Agent for the benefit of the Secured Parties of all of the Borrower’s and/or each Guarantor’s interest in and to production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Instruments, for so long as no Event of Default has occurred and is continuing, (a) the Administrative Agent and the Secured Parties agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Secured Parties, but the Secured Parties will instead permit such proceeds to be paid to the Loan Parties and (b) the Secured Parties hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to and retained by the Loan Parties.

ARTICLE V

INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY

Section 5.01 Increased Costs.

(a) Changes in Law. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing Bank;

(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(iv) and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

89

(b) Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates. A certificate of a Lender, the Issuing Bank or other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or other Recipient or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 5.02 Break Funding Payments. In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default) (other than a payment required pursuant to Section 3.04(c)(vi)), (b) the conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04, then, in any such event, the Borrower shall compensate each Lender for any loss, cost and expense incurred by it as a result of such event, including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

90

A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Section 5.03 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 5.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower. The Borrower and each Guarantor shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, Other Taxes.

(c) Indemnification by the Borrower. The Borrower and each Guarantor shall jointly and severally indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or any Guarantor to a Governmental Authority pursuant to this Section 5.03, the Borrower or such Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably

91

requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(e)(ii)(A), Section 5.03(e)(ii)(B) and Section 5.03(e)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W-8ECI (or any successor form);

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form); or

92

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI (or any successor form), IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or any Guarantor has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and each Guarantor to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of

93

a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f).

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival. Each party’s obligations under this Section 5.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) Defined Terms. For purposes of this Section 5.03, the term “Lender” includes the Issuing Bank and the term “applicable law” includes FATCA.

Section 5.04 Mitigation Obligations; Replacement of Lenders.

(a) Mitigation Obligations. If any Lender requests compensation under Section 5.01, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation

94

or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If (i) any Lender requests compensation under Section 5.01, (ii) the Borrower or any Guarantor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender or indemnify any Lender pursuant to Section 5.03, (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.04 (or waived such assignment fee), (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation or payments (D) such assignment does not conflict with applicable laws and (E) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Lender shall not be required to make any such assignment and delegation if such Lender or any of its Affiliates is a Secured Swap Party with any outstanding Secured Swap Agreement, unless on or prior thereto, all such Swap Agreements have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation. Each party hereto agrees that (i) an assignment required pursuant to this Section 5.04(b) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

95

(c) Notwithstanding anything in this Section 5.04 to the contrary, (i) the Lender that acts as the Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to the Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to the Issuing Bank) have been made with respect to such outstanding Letter of Credit and (ii) a Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 11.06.

Section 5.05 Illegality. If any Lender determines that any Governmental Requirement has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the SOFR or Term SOFR, or to determine or charge interest rates based upon the SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of the Lenders to make or continue Term SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended and (b) ) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Term SOFR component of the Alternate Base Rate, if necessary to avoid such illegality, the interest rate applicable to ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans to ABR Loans (the interest rate applicable to the ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Interest Period thereof, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans to such day, and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition thereof, in each case, until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 5.02.

96

ARTICLE VI

CONDITIONS PRECEDENT

Section 6.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):

(a) The Administrative Agent, the Arranger and the Lenders shall have received or shall, substantially concurrently with the Effective Date, receive all commitment, arrangement, upfront and agency fees and all other fees and amounts due and payable on or prior to the Effective Date, including pursuant to the Fee Letters, and to the extent invoiced at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(b) The Administrative Agent shall have received a certificate of a Responsible Officer of the GP Pledgor, the Borrower and each Guarantor setting forth (i) resolutions of the members, board of directors, board of managers or other appropriate governing body with respect to the authorization of the GP Pledgor, the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the GP Pledgor, the Borrower or such Guarantor, or of the manager, managing member, general partner or such other Person having authority to bind the GP Pledgor, the Borrower or such Guarantor, (A) who are authorized to sign the Loan Documents to which the GP Pledgor, the Borrower or such Guarantor is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation, by-laws, the limited liability company agreement, operating agreement, partnership agreement, certificate of formation or other applicable organizational documents of the GP Pledgor, the Borrower and such Guarantor (in each case, together with all amendments thereto, if any), certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on items covered in clauses (ii) and (iii) of such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.

(c) The Administrative Agent shall have received a certificate from the jurisdiction of formation with respect to the existence, qualification and good standing of the GP Pledgor, the Borrower and each Guarantor.

(d) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party.

(e) The Administrative Agent shall have received duly executed Notes payable to each Lender that has, prior to the Effective Date, requested a Note in a principal amount equal to its Maximum Credit Amount dated as of the Effective Date.

(f) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments required to be executed on the Effective Date, which are described on Exhibit E. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority (and upon filing in the proper offices of the appropriate jurisdictions, perfected) Liens (provided that Excepted Liens identified in clauses (a), (b), (c), (d), and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on at least 85% of the total value of the proved Oil and Gas Properties evaluated in the Initial Reserve Report.

97

(g) The Administrative Agent shall have received a customary opinion of Latham & Watkins LLP, special counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent.

(h) Subject to Section 8.19, the Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Loan Parties are carrying insurance in accordance with Section 7.12.

(i) The Administrative Agent shall have received (i) title information reasonably satisfactory to the Administrative agent setting forth the status of title to at least 85% of the total value of the proved Oil and Gas Properties evaluated in the Initial Reserve Report and (ii) the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.12(c).

(j) The Administrative Agent shall have received a certificate from a Financial Officer of the Borrower with respect to the solvency of the Loan Parties on a consolidated basis as of the Effective Date after giving effect to the Transactions, in form and substance reasonably satisfactory to the Administrative Agent.

(k) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying (i) that the Loan Parties have received all consents and approvals required by Section 7.03 and (ii) as to the matters set forth in Section 6.01(p), Section 6.02(a) and Section 6.02(b).

(l) The Administrative Agent shall have received (i) the Financial Statements referred to in Section 7.04(a) and (ii) the pro forma cash flow model referred to in Section 7.04(b), with such cash flow model certified by a Responsible Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions at the time of preparation.

(m) On the Effective Date, after giving effect to the Transactions (including, for the avoidance of doubt, the Effective Date Refinancing), none of the Loan Parties shall have any outstanding Debt for borrowed money other than Debt permitted pursuant to Section 9.02. The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the Loan Parties (other than those being assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03) for Delaware and any other jurisdiction reasonably requested by the Administrative Agent, other than those Liens being assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03. The Administrative Agent shall have received evidence reasonably satisfactory to it that all Liens on the Property of the Loan Parties (other than Liens permitted by Section 9.03) have been (or will be concurrently with the initial Borrowing on the Effective Date) released or terminated, and that duly executed recordable releases and terminations in forms reasonably acceptable to the Administrative Agent with respect thereto have been obtained by the Loan Parties.

(n) The Administrative Agent shall be satisfied that on the Effective Date, after giving effect to the Transactions contemplated to occur on the Effective Date, the unused Commitments shall be greater than or equal to 20% of the total Commitments.

98

(o) The Administrative Agent shall be satisfied with the environmental condition of the Loan Parties’ Properties.

(p) The Merger shall have been (or contemporaneously with the Effective Date shall be) consummated in accordance with the terms of the Merger Agreement and the Administrative Agent shall have received a true and complete executed copy of the Merger Agreement.

(q) The Administrative Agent and the Lenders shall have received, at least 3 Business Days prior to the date of this Agreement to the extent requested at least 5 Business Days prior to the date of this Agreement, (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA PATRIOT Act and (ii) a Beneficial Ownership Certification in relation to the Borrower or any Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.02) at or prior to 5:00 p.m., Houston, Texas time, on June 7, 2022 (and, in the event such conditions are not so satisfied, extended or waived, the Commitments shall terminate at such time). For purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Section 6.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding but excluding any conversion or continuation of Loans pursuant to Section 2.04), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) as of such specified earlier date.

99

(c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable.

(d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash exists.

Each request for a Borrowing (other than a conversion or continuation of Loans) and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a), (b), and (d).

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders, on the date of each Credit Event and on any other date upon which such representations and warranties are expressly made pursuant to any Loan Document, that:

Section 7.01 Organization; Powers. Each of the Loan Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect.

Section 7.02 Authority; Enforceability. The Transactions and each Borrowing or the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, are within the Borrower’s and each Guarantor’s corporate or equivalent powers and have been duly authorized by all necessary corporate or equivalent action (including, without limitation, any action required to be taken by any other Person, whether interested or disinterested, in order to ensure the due authorization of the Transactions. Each Loan Document to which the Borrower and each Guarantor is a party has been duly executed and delivered by the Borrower and such Guarantor, as applicable, and constitutes a legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 7.03 Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other

100

Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement (together with and any financing statements or other filings or recordings required under the Loan Documents) and (ii) those third party approvals or consents which, if not made or obtained would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate in any material respect any applicable law or regulation, or violate the charter, bylaws or other organizational documents of the Loan Parties or any order of any Governmental Authority, and (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Debt binding upon the Loan Parties or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Loan Parties and will not result in the creation or imposition of any Lien on any Property of the Loan Parties (other than, in each case, the Liens created by the Loan Documents).

Section 7.04 Financial Condition; No Material Adverse Change.

(a) Reference is made to the Parent’s audited consolidated balance sheets and statements of income, members’ equity and cash flows as of and for the fiscal year ending December 31, 2021 and filed with the SEC. Such financial statements of Parent present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent and the New Loan Parties as of such date and for such period in accordance with GAAP.

(b) The Borrower has heretofore furnished to the Lenders a reasonably satisfactory pro forma cash flow model and projections (including cash flow and outstanding Debt projections), of the Borrower and its Consolidated Restricted Subsidiaries as of the Effective Date, after giving effect to the Transactions contemplated to occur on the Effective Date, certified by a Responsible Officer as having been prepared in good faith based upon reasonable assumptions, it being understood that such projections, including any revenues and volumes attributable to the Oil and Gas Properties of the Loan Parties and production and cost estimates are necessarily based upon professional opinions, estimates and projections and that the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

(c) Since December 31, 2021, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

(d) No Loan Party has on the Effective Date and thereafter any Material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or otherwise disclosed in writing to the Administrative Agent.

Section 7.05 Litigation. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against the Loan Parties (i) not covered by insurance (except for normal deductibles and customary policy exclusions) that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or, except as set forth on Schedule 7.05, the Transactions.

101

Section 7.06 Environmental Matters. Except for such matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) the Loan Parties and each of their respective Properties and operations thereon are, and to the Borrower’s knowledge, since December 31, 2021, have been in compliance with all applicable Environmental Laws;

(b) the Loan Parties have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Loan Parties has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied;

(c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Law that is pending or, to the Borrower’s knowledge, threatened in writing against the Loan Parties or any of their respective Properties;

(d) [reserved];

(e) except as permitted under applicable laws, there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Loan Parties’ Properties;

(f) no Loan Party has received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Loan Parties’ Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice;

(g) [reserved]; and

(h) the Loan Parties have provided to the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in the Loan Parties’ possession or control and relating to their respective Properties or operations thereon.

102

Section 7.07 Compliance with the Laws and Agreements; No Defaults.

(a) Each Loan Party is in compliance with all Governmental Requirements applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) No Default has occurred and is continuing.

Section 7.08 Investment Company Act. No Loan Party is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 7.09 Taxes. Each of the Loan Parties has timely filed or caused to be filed all income and other material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which a Loan Party has set aside on its books adequate reserves in accordance with GAAP and (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Loan Parties and their Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Borrower, adequate. No Tax Lien has been filed (other than Liens for Taxes not yet due and payable, or Liens for Taxes being contested in good faith by appropriate proceedings) and, to the knowledge of the Borrower, no claim is being asserted with respect to any such Tax or other such governmental charge.

Section 7.10 ERISA. No Loan Party sponsors, maintains, or contributes to, or has at any time in the six-year period preceding the Effective Date sponsored, maintained or contributed to, any Plan or Multiemployer Plan. Except as could not reasonably be expected to constitute a Material Adverse Effect, no ERISA Event has occurred.

Section 7.11 Disclosure; No Material Misstatements.

(a) The Borrower has disclosed or made available to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it, or any of the other Loan Parties is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of the Loan Parties to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished (including, with respect to the Information)), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date made or deemed made; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such financial information was prepared. To the knowledge of the Borrower, there are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Loan Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

103

(b) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Section 7.12 Insurance. The Borrower has, and has caused all of the other Loan Parties to have, (a) insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all applicable material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Loan Parties. Subject to Section 8.19, such insurance policies contain an endorsement naming the Administrative Agent and the Lenders as additional insureds in respect of such liability insurance policies and naming the Administrative Agent as lender loss payee with respect to Property loss insurance.

Section 7.13 Restriction on Liens. No Loan Party is a party to any agreement or arrangement, or subject to any order, judgment, writ or decree, which either (i) restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Obligations and the Loan Documents, or (ii) restricts any Restricted Subsidiary from paying dividends or making any other distributions in respect of its Equity Interests to the Borrower or any Restricted Subsidiary, or (iii) restricts any Loan Party from making loans or advances or transferring any Property to the Borrower or any Guarantor, or (iv) which requires the consent of or notice to other Persons in connection therewith; provided that the foregoing shall not apply to restrictions and conditions permitted under Section 9.16.

Section 7.14 Subsidiaries. Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, (a) the Borrower has no Subsidiaries, (b) each Subsidiary is a Restricted Subsidiary, (c) each Restricted Subsidiary is a Material Subsidiary and (d) each Restricted Subsidiary is a Wholly-Owned Subsidiary. The Borrower has no Foreign Subsidiaries.

Section 7.15 Jurisdiction of Organization. As of the Effective Date, the Borrower’s jurisdiction of organization is Delaware and the name of the Borrower as listed in the public records of its jurisdiction of organization is Sitio Royalties Operating Partnership, LP.

Section 7.16 Properties; Titles, Etc.

(a) Each of the Loan Parties has good and defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case other than Properties sold, transferred, leased or otherwise Disposed of in compliance with Section 9.12 from time to time, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the

104

ownership of such Properties shall not in any material respect obligate the Loan Parties to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Parties’ net revenue interest in such Property.

(b) All material leases and agreements necessary for the conduct of the business of the Loan Parties are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect.

(c) The rights and Properties presently owned, leased or licensed by the Loan Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Loan Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the Effective Date.

(d) All of the Properties of Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent industry standards, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect.

(e) Each of the Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the oil and gas minerals business, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Section 7.17 Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties with respect to which the Loan Parties own any executive rights (and Properties unitized therewith) have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of such Oil and Gas Properties. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (i) no such Oil and Gas Property is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and (ii) none of the wells comprising a part of such Oil and Gas Properties (or Properties unitized therewith) is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within,

105

the Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties). All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment with respect to which the Loan Parties own any executive rights and that are necessary to conduct normal operations are being or, in the case of such pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment the maintenance of which is performed by a third-party operator, the Borrower is using its commercially reasonable efforts to cause such items to be, and to the Borrower’s knowledge such items are, maintained in a state adequate to conduct normal operations (other than those the failure of which to maintain in accordance with this Section 7.17 could not reasonably be expected to have a Material Adverse Effect).

Section 7.18 Gas Imbalances, Prepayments. To the extent the Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, except as set forth on Schedule 7.18 or on the most recent certificate delivered pursuant to Section 8.12(c), on a net basis there are no gas imbalances, take or pay or other prepayments which would require the Loan Parties to deliver Hydrocarbons produced from their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding one half bcf of gas (on an mcf equivalent basis) in the aggregate.

Section 7.19 Marketing of Production. To the extent the Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, except for contracts listed and in effect on the Effective Date on Schedule 7.19, and thereafter either disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrower represents that it or the other Loan Parties are receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity), no material agreements exist which are not cancelable on 60 days’ notice or less without penalty or detriment for the sale of production from the Loan Parties’ Hydrocarbons (including, without limitation, calls on or other rights to purchase, production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six (6) months.

Section 7.20 Swap Agreements and Qualified ECP Counterparty. Schedule 7.20, as of the Effective Date, and after the Effective Date, each report required to be delivered by the Borrower pursuant to Section 8.01(f), as of the date of (or as of the date(s) otherwise set forth in) such report, sets forth, a true and complete list of all Swap Agreements of the Loan Parties, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the estimated net mark to market value thereof, all credit support agreements relating thereto other than the Loan Documents (including any margin required or supplied) and the counterparty to each such agreement. The Borrower is a Qualified ECP Counterparty.

Section 7.21 Use of Loans and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall be used (a) for working capital, for exploration and production operations, and for other general company purposes of the Loan Parties, including the acquisition of Oil and Gas Properties, (b) to pay fees, costs and expenses associated with the Transactions and (c) on the Effective Date to fund the Effective Date Refinancing. The Loan Parties are not engaged principally, or as one of its or their important activities, in the business of extending credit for the

106

purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.

Section 7.22 Solvency. After giving effect to the Transactions and the other transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be expected to be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Loan Parties, taken as a whole, exceed the aggregate Debt of the Loan Parties on a consolidated basis, (b) each of the Loan Parties has not incurred and does not intend to incur, and does not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash reasonably expected to be received by each of the Loan Parties and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be expected to be received by reason of indemnity, offset, insurance or any similar arrangement), as such Debt becomes absolute and matures and (c) each of the Loan Parties does not have (and does not have reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.

Section 7.23 International Operations. None of the Loan Parties own, and have not acquired or made any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties located outside of the geographical boundaries of the United States or the offshore state or federal waters of the United States of America.

Section 7.24 USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions. The Loan Parties, their Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower, its directors and agents, are in compliance with the USA PATRIOT Act, Anti-Corruption Laws, AML Laws and applicable Sanctions in all material respects. None of (a) the Loan Parties, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Loan Parties, or any Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person or (ii) is in violation of AML Laws, Anti-Corruption Laws, or applicable Sanctions. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions. Neither the Loan Parties nor any of their Subsidiaries or any Guarantor, or, to the knowledge of such Borrower, any other Affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Section 7.25 Affected Financial Institution(a) . No Loan Party is subject to the Write-Down and Conversion Powers of any Resolution Authority.

107

ARTICLE VIII

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees with Lenders that on the Effective Date and thereafter, until Payment in Full:

Section 8.01 Financial Statements; Other Information. The Borrower will furnish to the Administrative Agent for delivery to each Lender:

(a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2022, its audited consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing or otherwise acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” or other qualification or exception that results solely from (i) the Maturity Date or the maturity date of any other Debt being scheduled to occur within one year from the time such opinion is delivered, (ii) any potential inability to satisfy any financial covenant in this Agreement or in any other documentation governing Debt permitted under Section 9.02 on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05). Notwithstanding the foregoing, the obligations set forth in this Section 8.01(a) may be satisfied with respect to the delivery of financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Administrative Agent and each Lender: (A) Ultimate Parent’s audited consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of and for such year, setting forth in each case, where available, in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing or otherwise acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” or other qualification or exception that results solely from (A) (i) the Maturity Date or the maturity date of any other Debt permitted under Section 9.02 being scheduled to occur within one year from the time such opinion is delivered, (ii) any potential inability to satisfy any financial covenant in this Agreement or in any other documentation governing Debt permitted under Section 9.02 on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of such Person and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05) and (B) concurrently with the financial information required by this clause (a), consolidating information that explains in reasonable detail the differences between the information relating to Ultimate Parent and its Consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated Restricted

108

Subsidiaries, on the other hand. For the purpose of determining EBITDA of Ultimate Parent and its Consolidated Restricted Subsidiaries pursuant to this Section 8.01(a), each reference to the Borrower and its Consolidated Restricted Subsidiaries or the Borrower and/or its Restricted Subsidiaries in the definition of EBITDA and in the definition of Consolidated Net Income shall be deemed to be a reference to Ultimate Parent and its Consolidated Subsidiaries or to Ultimate Parent and/or its subsidiaries, as the case may be.

(b) Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending September 30, 2022, its consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case, where available, in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations set forth in this Section 8.01(b) may be satisfied with respect to the delivery of financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Administrative Agent and each Lender: (A) Ultimate Parent’s consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Ultimate Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes, and (B) concurrently with the financial information required by this clause (b), consolidating information that explains in reasonable detail the differences between the information relating to Ultimate Parent and its Consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated Restricted Subsidiaries, on the other hand. For the purpose of determining EBITDA of Ultimate Parent and its Consolidated Subsidiaries pursuant to this Section 8.01(b), each reference to the Borrower and its Consolidated Restricted Subsidiaries or the Borrower and/or its Restricted Subsidiaries in the definition of EBITDA and in the definition of Consolidated Net Income shall be deemed to be a reference to Ultimate Parent and its Consolidated Subsidiaries or Ultimate Parent and/or its subsidiaries, as the case may be.

(c) Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), commencing with the delivery of financial statements for the fiscal quarter ending September 30, 2022, a certificate of a Financial Officer in substantially the form of Exhibit D hereto or otherwise acceptable to the Administrative Agent in its sole discretion (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating

109

compliance with Section 9.01, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements most recently delivered pursuant to Section 8.01(a), (iv) (A) specifying each Material Subsidiary and each Immaterial Subsidiary (together with, in the event of a change from the last information delivered, a reasonably detailed explanation of the reason each such Subsidiary constitutes a Material Subsidiary or an Immaterial Subsidiary, as the case may be) and (B) to the extent necessary pursuant to the definition of “Material Subsidiary”, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”, and (v) prior to the 2026 Senior Notes Discharge, setting forth a reasonably detailed calculation of Discretionary Cash Flow for the fiscal quarter most recently ended.

(d) Discretionary Cash Flow Utilizations. Prior to the 2026 Senior Notes Discharge, in the event the Borrower or any Restricted Subsidiary intends to effect a Discretionary Cash Flow Utilization, the Borrower shall provide two (2) Business Days’ (or such shorter period as the Administrative Agent may agree in its sole discretion) prior written notice of such intended Discretionary Cash Flow Utilization. Such notice shall include the details of such Discretionary Cash Flow Utilization and a Discretionary Cash Flow Utilization Certificate setting forth reasonably detailed calculations of Available Discretionary Cash Flow at such time (both before and after giving effect to such Discretionary Cash Flow Utilization); provided that (i) the Borrower shall not be required to deliver a Discretionary Cash Flow Utilization Certificate to the extent the calculation of Discretionary Cash Flow and the other information required to be included in the Discretionary Cash Flow Utilization Certificate are set forth in any public filing or press release of the Borrower or Ultimate Parent made available at least one (1) Business Day prior to the applicable Discretionary Cash Flow Utilization and written notice thereof is given to the Administrative Agent no later than three (3) Business Days (or such longer period as may be consented to by the Administrative Agent) after such Discretionary Cash Flow Utilization and (ii) until such time as the Borrower delivers financial statements pursuant to Section 8.01(b) for the fiscal quarter ending September 30, 2022, the Borrower shall be permitted to effect a Discretionary Cash Flow Utilization and shall deliver a Discretionary Cash Flow Utilization Certificate setting forth reasonably detailed calculations of Available Discretionary Cash Flow (both before and after giving effect to such Discretionary Cash Flow Utilization), which for such period shall utilize EBITDA as reported in the financial statements delivered to the Administrative Agent pursuant to Section 8.01(a) for the fiscal year ending December 31, 2021. For the avoidance of doubt, from and after the 2026 Senior Notes Discharge, this clause (d) shall not apply.

(e) Annual Cash Flow Forecast. Concurrently with any delivery of each Reserve Report pursuant to Section 8.12(a), (i) an annual cash flow forecast for the Loan Parties for the then-current fiscal year (prepared in a form customarily used by the Borrower’s senior management) and (ii) if requested by the Administrative Agent, such other customary information related to such cash flow forecast as may be so reasonably requested by the Administrative Agent.

(f) Certificate of Financial Officer – Swap Agreements. Concurrently with any delivery of financial statements under Section 8.01(a) and Section 8.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of a recent date, a true and complete list of all Swap Agreements of the Loan Parties, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the estimated net mark-to-market value therefor, any new credit support agreements relating thereto (other than the Loan Documents) not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement.

110

(g) Certificate of Insurer—Insurance Coverage. Concurrently with any delivery of financial statements under Section 8.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.07, in form and substance reasonably satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies.

(h) Other Reports.

(i) Promptly upon receipt thereof by the Parent, TopCo or the Loan Parties (or the board of directors, sole managing member or other governing body of the Loan Parties), a copy of each notice or other correspondence received by the Parent, TopCo or the Loan Parties (or the board of directors, sole managing member or other governing body of the Loan Parties) from the SEC concerning any material investigation or other material inquiry by the SEC regarding financial or other operational results of the Loan Parties.

(ii) Promptly upon receipt thereof by the Parent, TopCo or the Loan Parties (or the board of directors, sole managing member or other governing body of the Loan Parties), a copy of each other report or letter submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of any Loan Party and the response of such party to such letter or report.

(iii) With respect to any period for which the financial statements of Ultimate Parent were delivered in lieu of the financial statements of the Borrower under Section 8.01(a) or Section 8.01(b), promptly upon receipt thereof by Ultimate Parent or the Loan Parties (or the board of directors, sole managing member or other governing body of the Loan Parties), a copy of each other report or letter submitted to Ultimate Parent by independent accountants in connection with any annual, interim or special audit made by them of the books of Ultimate Parent and the response of such party to such letter or report.

(i) SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Ultimate Parent or the Loan Parties with the SEC, or with any national securities exchange, or distributed by Ultimate Parent or the Loan Parties to its shareholders generally, as the case may be.

(j) Notices Under Material Instruments. Promptly after the furnishing thereof, copies of any financial statement, report or notice (other than with respect to routine administrative matters) furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement evidencing Material Debt (including, without limitation, any Permitted Additional Debt Document), other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01.

111

(k) Lists of Purchasers. To the extent the Loan Parties take any material amount of Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12, a list of all purchasers of Hydrocarbons with respect to which such in-kind deliveries are taken.

(l) Notice of Dispositions of Oil and Gas Properties and Liquidation of Swap Agreements. In the event any Loan Party intends to Dispose of any Oil and Gas Properties (other than the leasing of their Oil and Gas Properties or the Disposition of Hydrocarbons in the ordinary course of business) or any Equity Interests in any Restricted Subsidiary that owns Oil and Gas Properties, in each case in accordance with Section 9.12(d), at least ten (10) Business Days’ (or such shorter time as the Administrative Agent may agree in its sole discretion) prior written notice of such Disposition, the price thereof and the anticipated date of closing and any other material details thereof (including title information, reserve engineering information and legal descriptions) reasonably requested by the Administrative Agent or any Lender. In the event that any Loan Party receives any notice of early termination of any Swap Agreement to which it is a party from any of its counterparties, or any Swap Agreement to which any Loan Party is a party is Liquidated, prompt written notice of the receipt of such early termination notice or such Liquidation, (and in the case of a voluntary Liquidation of any Swap Agreement, no less than three (3) Business Days’ (or such shorter time as the Administrative Agent may agree in its sole discretion) prior written notice thereof), as the case may be, together with a reasonably detailed description or explanation thereof and any other details thereof requested by the Administrative Agent or any Lender.

(m) Notice of Casualty Events. Prompt written notice, and in any event within five Business Days (or such longer time as the Administrative Agent may agree in its sole discretion) of the Borrower becoming aware of the occurrence of any Casualty Event reducing (or constituting a Disposition of) the fair market value of the Property of the Loan Parties by an amount in excess of the greater of (x) $7,500,000 or (y) 5.0% of the then-effective Borrowing Base or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event reducing (or constituting a Disposition of) the fair market value of the Property of the Loan Parties by an amount in excess of the greater of (x) $7,500,000 or (y) 5.0% of the then-effective Borrowing Base.

(n) Information Regarding the Borrower and Guarantors. (i) Five (5) days’ prior written notice (or such shorter time as the Administrative Agent may agree in its sole discretion) of any change (A) in the Borrower’s or any Guarantor’s corporate name or (B) in the Borrower’s or any Guarantor’s jurisdiction of organization, and (ii) prompt written notice of any change in the Borrower’s or any Guarantor’s federal taxpayer identification number.

(o) Production Report and Revenue Statements. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a report setting forth the volume of production and sales attributable to production (and the prices at which such sales were made, the revenues derived from such sales, and the fees, expenses severance taxes and other deductions associated with such sales) with respect to the Oil and Gas Properties of the Loan Parties for each calendar month during the then current fiscal year to date through and including the last day of the fiscal quarter for which financial statements are being delivered, in each case in the form received from third parties or otherwise in the form ordinarily used by management of the Borrower. Without limiting the Borrower’s obligation to deliver the report required by this Section 8.01(o), it is understood and agreed that such report is derived in part from information received from third party operators of the Loan Parties’ Oil and Gas Properties, and as a result thereof, such report may be incomplete with respect to particular Oil and Gas Properties.

112

(p) Notices of Certain Changes. Promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to (i) any Permitted Additional Debt Document or (ii) the certificate or articles of incorporation, bylaws, limited liability company agreement, any preferred stock designation or any other organic document of any Loan Party.

(q) Notice of Debt Incurrence. Written notice at least three (3) Business Days (or such shorter time as may be agreed to by the Administrative Agent in its sole discretion) prior to the incurrence of any Permitted Additional Debt (other than the incurrence of the 2026 Senior Notes on or substantially contemporaneously with the Third Amendment Effective Date but, in any event, no later than the first Business Day immediately following the Third Amendment Effective Date), the amount thereof, the intended use of proceeds thereof, the anticipated date of closing and available drafts of the offering memorandum (if any) and any other material documents relating to such Permitted Additional Debt.

(r) Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of any Loan Party (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws.

Documents required to be delivered pursuant to Section 8.01(a), (b), (i) or (p) may be delivered electronically and if so delivered shall be deemed delivered on the date on which such documents are posted on the Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which the Administrative Agent and each Lender have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Notwithstanding the foregoing, any delivery of reports or other information required by Section 8.01(a), (b), (i) or (p) shall be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of Ultimate Parent on the Internet website of the SEC (http://www.sec.gov) or to EDGAR (or such other publicly accessible internet database that may be established and maintained by the SEC as a substitute for or successor to EDGAR) or (B) been posted on Ultimate Parent’s or the Borrower’s Internet website as previously identified to the Administrative Agent and the Lenders. The Administrative Agent shall have no obligation to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

113

Section 8.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any other Loan Party not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; and

(c) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the material details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 8.03 Existence; Conduct of Business. The Borrower will, and will cause each other Loan Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties are located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.11.

Section 8.04 Payment of Obligations. The Borrower will, and will cause each of the other Loan Parties to, pay its obligations, including Tax liabilities of the Loan Parties before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 8.05 Performance of Obligations under Loan Documents. The Borrower will pay the Loans and the other Obligations hereunder according to the terms hereof, and the Borrower will, and will cause each other Loan Party to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

Section 8.06 Operation and Maintenance of Properties. Except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect, the Borrower, at its own expense, will, and will cause each other Loan Party to:

(a) to the extent any Loan Party owns any executive rights with respect thereto, operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable proration requirements, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom;

114

(b) to the extent any Loan Party owns any executive rights with respect thereto, preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of such material Oil and Gas Properties and other material Properties, including, without limitation, all equipment, machinery and facilities;

(c) to the extent any Loan Party owns any executive rights with respect thereto, promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to such Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder; and

(d) to the extent any Loan Party owns any executive rights with respect thereto, promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with customary industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in such Oil and Gas Properties and other material Properties.

(e) With respect to the Oil and Gas Properties referred to in this Section 8.06 that are operated by any Person other than any Loan Party, to the extent any Loan Party owns any executive rights with respect thereto, such Loan Party shall use commercially reasonable efforts to cause the operator of such Oil and Gas Properties to comply with this Section 8.06 with respect to the Oil and Gas Properties operated by it.

Section 8.07 Insurance. The Borrower will, and will cause each other Loan Party to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses. The lender loss payable clauses or provisions in said insurance policy or policies insuring any of the Collateral shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies in respect of such liability insurance shall contain an endorsement or other policy provisions naming the Administrative Agent and the Lenders as “additional insureds”. To the extent that the insurer will agree to do so, such policies will also provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent (subject to a shorter period of time for cancellation due to non-payment of premium). Notwithstanding any additional insured or lender loss payee designation on an insurance policy in favor of the Administrative Agent (for the benefit of the Lenders) and regardless of any initial routing of proceeds payable under an applicable insurance policy, the Borrower shall be given such proceeds for application to reinvestment or other permitted purposes hereunder unless an Event of Default has occurred and is continuing.

115

Section 8.08 Books and Records; Inspection Rights. The Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each other Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior written notice, to visit and inspect its Properties (provided that any such representative shall agree to comply with Borrower’s safety rules), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall not be required to reimburse the Administrative Agent and the Lenders for more than one inspection during any fiscal year, in the aggregate.

Section 8.09 Compliance with Laws. The Borrower will, and will cause each other Loan Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except (other than with respect to Anti-Corruption Laws, applicable AML Laws and applicable Sanctions) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, AML Laws and applicable Sanctions.

Section 8.10 Environmental Matters.

(a) The Borrower shall, without cost or expense to the Administrative Agent, the Issuing Bank or the Lenders: (i) comply, and shall cause its Properties and operations and each other Loan Party and each other Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not Release or threaten to Release, and shall cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any Loan Party’s Properties or any other property offsite the Property to the extent caused by any Loan Party’s operations except in compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have a Material Adverse Effect; and (iii) timely obtain or file, and shall cause each other Loan Party to timely obtain or file, all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of any Loan Party’s Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect.

(b) The Borrower will promptly, but in no event later than five days of the occurrence thereof, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against any Loan Party or their respective Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of the greater of (x) $7,500,000 or (y) 5.0% of the then-effective Borrowing Base, not fully covered by insurance, subject to normal deductibles.

116

Section 8.11 Further Assurances.

(a) The Borrower at its sole expense will, and will cause each other Loan Party to, promptly execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Loan Party in the Loan Documents, including the Notes, or to further evidence and more fully describe the collateral intended as security for the Obligations, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith.

(b) The Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Borrower or any other Guarantor where permitted by law. A carbon, photographic or other reproduction of the Security Instruments or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Borrower acknowledges and agrees that any financing statement may describe the Collateral as “all assets” of the applicable Borrower or Guarantor or words of similar effect as may be required by the Administrative Agent.

Section 8.12 Reserve Reports.

(a) On or before March 1^st and September 1^st of each year, commencing September 1, 2022, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the proved Oil and Gas Properties of the Loan Parties as of the immediately preceding January 1^st and July 1^st, respectively. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report.

(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(c), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request.

(c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, it being understood

117

and agreed that projections concerning volumes attributable to the Oil and Gas Properties of the Loan Parties and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate, (ii) except as set forth on an exhibit to the certificate, the Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, to the extent the Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor; (iv) to the extent Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the Effective Date or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Effective Date and (v) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the total value of such Mortgaged Properties as a percentage of the total value of the total proved Oil and Gas Properties evaluated in such Reserve Report is in compliance with Section 8.14(a).

Section 8.13 Title Information.

(a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Borrower will deliver title information in form and substance reasonably acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received together with title information previously delivered to the Administrative Agent, title information in form and substance reasonably acceptable to the Administrative Agent on at least 85% of the total value of the proved Oil and Gas Properties evaluated by such Reserve Report.

(b) If the Borrower has provided title information for additional Properties under Section 8.13(a), the Borrower shall, within sixty (60) days (or such longer period as the Administrative Agent may approve in its sole discretion) of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (provided that Excepted Liens of the type described in clauses (a), (b), (c), (d), and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, title information in form and substance reasonably acceptable to the Administrative Agent on at least 85% of the total value of the proved Oil and Gas Properties evaluated by such Reserve Report.

118

(c) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Required Lenders to be cured within the 60-day period (or such longer period as the Administrative Agent may approve in its sole discretion) or the Borrower does not comply with the requirements to provide title information in form and substance reasonably acceptable to the Administrative Agent covering at least 85% of the total value of the proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Required Lenders are not reasonably satisfied with title to any Mortgaged Property after the 60-day period (or such longer period as the Administrative Agent may approve in its sole discretion) has elapsed, such unacceptable Mortgaged Property shall not count towards the 85% requirement, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide title information in form and substance reasonably acceptable to the Administrative Agent on at least 85% of the total value of the proved Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.

Section 8.14 Additional Collateral; Additional Guarantors.

(a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions and Dispositions. In the event that the Mortgaged Properties do not represent at least 85% of such total value, then the Borrower shall, and shall cause the other Loan Parties to, grant, within thirty (30) days (or such longer period as the Administrative Agent may approve in its sole discretion) of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien (provided that Excepted Liens of the type described in clauses (a), (b), (c), (d), and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).

119

(b) If (i) the Borrower or any Restricted Subsidiary creates or acquires any Material Subsidiary or (ii) any Restricted Subsidiary becomes a Material Subsidiary (whether pursuant to the definition of Material Subsidiary or otherwise), then the Borrower shall cause, or shall cause its Restricted Subsidiaries to, promptly, but in any event no later than ten (10) days after the date of creation or acquisition thereof or the date such Restricted Subsidiary becomes a Material Subsidiary, as the case may be (or such later date as the Administrative Agent may agree in its sole discretion): (A) cause such Restricted Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a duly executed supplement to the Guarantee Agreement (or such other document as the Administrative Agent shall deem appropriate for such purpose), (B) pledge all of the Equity Interests of such Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Section 8.15 ERISA Event. The Borrower will promptly furnish and will cause the other Loan Parties to promptly notify the Administrative Agent upon becoming aware of the occurrence of any ERISA Event that could reasonably be expected to result in material liability to any Loan Party. Such notice shall specify the nature of the ERISA Event, what action such Loan Party or the ERISA Affiliate is taking or proposes to take with respect thereto.

Section 8.16 Marketing Activities. To the extent the Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, the Borrower will not, and will not permit any of the other Loan Parties to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (a) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (b) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Loan Parties that any Loan Party has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (c) other contracts for the purchase and/or sale of Hydrocarbons of third parties (i) which have generally offsetting provisions (i.e., corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (ii) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

Section 8.17 Accounts.

(a) The Borrower shall, and shall cause each Guarantor to, cause each of its Deposit Accounts, Securities Accounts and Commodity Accounts at all times to be subject to a Control Agreement; provided that (a) no such Control Agreement shall be required for any Excluded Account and (b) with respect to the Deposit Accounts, Security Accounts and Commodity Accounts maintained by the New Loan Parties as of the Effective Date (the “Specified Bank Accounts”), the Borrower and the Guarantors shall have until September 5, 2022 (as such date may be extended by the Administrative Agent in its sole discretion) (the “Control Agreement Delivery Date”) to deliver Control Agreements covering such accounts.

120

(b) Borrower shall use commercially reasonable efforts to instruct all third parties from which any Loan Party receives, or is reasonably expected to receive, Cash Receipts by direct deposit, to make direct deposits of such Cash Receipts into (i) a Deposit Account of a Loan Party in which the Administrative Agent has been granted a first-priority Lien and is subject to a Control Agreement, (ii) prior to the Control Agreement Delivery Date, a Deposit Account of a New Loan Party or (iii) a Deposit Account of a Loan Party which is an Excluded Account (subject to any limitations on amounts described in the definition thereof).

Section 8.18 Unrestricted Subsidiaries. The Borrower:

(a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand, to be conducted in such a manner (including by keeping separate books of account, furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand, to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and any Restricted Subsidiary;

(b) will not permit any of its Restricted Subsidiaries to, incur, assume or suffer to exist any guarantee by the Borrower or such Restricted Subsidiary of, or be or become liable for any Debt of any Unrestricted Subsidiary; and

(c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.

Section 8.19 Post-Closing Matters. The Borrower shall deliver (or cause to be delivered) to the Administrative Agent the items listed on Schedule 8.19, in each case, on or before the dates specified in Schedule 8.19 (or such later date(s) as may be agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, to the extent that any representation or warranty would be incorrect or any covenant would be breached, in either case, by the non-delivery of an item listed on Schedule 8.19 on a date prior to the date specified in Schedule 8.19 (or such later date(s) as may be agreed to by the Administrative Agent in its reasonable discretion), such incorrectness or breach is waived through the date specified in Schedule 8.19 (or such later date(s) as may be agreed to by the Administrative Agent in its reasonable discretion).

ARTICLE IX

NEGATIVE COVENANTS

The Borrower covenants and agrees with Lenders that, on the Effective Date and thereafter, until Payment in Full:

Section 9.01 Financial Covenants.

(a) Ratio of Total Net Debt to EBITDA. The Borrower will not permit, as of the last day of any fiscal quarter, commencing with the fiscal quarter ending September 30, 2022, the ratio of (A) Total Net Debt as of such day to (B) EBITDA for the period of four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on such day (the “Leverage Ratio”) to be greater than 3.50 to 1.00.

121

(b) Current Ratio. The Borrower will not permit, as of the last day of any fiscal quarter, commencing with the fiscal quarter ending September 30, 2022, its ratio of (i) consolidated current assets (including the unused amount of the total Commitments then available to be borrowed, but excluding non-cash assets under FASB ASC 815) to (ii) consolidated current liabilities (excluding non-cash obligations under FASB ASC 815 and current maturities under this Agreement and under the Bridge Loan Documents) (the “Current Ratio”) to be less than 1.00 to 1.00.

(c) Right to Cure. In the event the Borrower fails to comply with the requirements of Section 9.01(a) or Section 9.01(b) as of the last day of any fiscal quarter of the Borrower, then during the period from and including the first day after the last day of such fiscal quarter through and including the 10th Business Day after the date the compliance certificate for such fiscal quarter is required to be delivered pursuant to Section 8.01(c) (such period, the “Cure Period”), the Borrower shall be permitted to cure such failure to comply by requesting that the Leverage Ratio and/or the Current Ratio be recalculated by increasing EBITDA and/or the consolidated current assets for such fiscal quarter by an amount up to the cash proceeds received by the Borrower from a Specified Equity Contribution during the Cure Period (such amount, a “Cure Amount”); provided that (i) the Borrower delivers written notice to the Administrative Agent on or prior to the date of a timely delivered certificate required by Section 8.01(c) that it has elected to cure the failure to comply and clearly setting forth such Specified Equity Contribution in the computation required by clause (ii) of such Section 8.01(c); (ii) the amount of the Cure Amount added to EBITDA and/or the consolidated current assets shall not be greater than the amount required to cause the Borrower to be in compliance with Section 9.01(a) or Section 9.01(b), as applicable; (iii) any such increase pursuant to this Section 9.01(c) to EBITDA and/or the consolidated current assets for any fiscal quarter shall be applied solely for the purpose of determining compliance or non-compliance with Section 9.01(a) or Section 9.01(b) as of the last day of any Reference Period that includes such fiscal quarter and not for any other purpose under any Loan Document (including any determination of pro forma compliance with the Leverage Ratio for the purposes of making any Restricted Payment or Investment or any other purpose); (iv) (A) there shall be no more than two fiscal quarters during any period of four consecutive fiscal quarters for which the Borrower cures any Leverage Ratio or Current Ratio default by an equity cure and (B) there shall be no more than five fiscal quarters prior to the Maturity Date for which the Borrower cures any Leverage Ratio or Current Ratio default by an equity cure; (v) such increase in EBITDA and/or consolidated current assets shall be taken into account in calculating the Leverage Ratio or Current Ratio for any Reference Period that includes the last fiscal quarter of the four quarter period with respect to which such cure right was exercised; (vi) Total Net Debt as of the last day of any fiscal quarter for which the foregoing cure right is exercised shall not be deemed reduced by the amount of any Specified Equity Contribution made with respect to such fiscal quarter (even if the proceeds of such Specified Equity Contribution are actually used to repay Debt); (vii) for any period during which EBITDA is calculated on an annualized basis in accordance with the definition thereof, any Cure Amount shall be taken into account after multiplying EBITDA by the applicable annualization factor for such fiscal quarter (i.e. the Cure Amount shall not be annualized); and (viii) the same dollars of the Cure Amount may not be applied to both increase EBITDA and increase consolidated current assets if the Borrower elects to cure the failure to comply with both Section 9.01(a) and Section 9.01(b) in the same fiscal quarter (i.e. separate Cure Amounts shall be required for each such cure). If after giving effect to the foregoing recalculation, the Borrower would then be in compliance with Section 9.01(a) or

122

Section 9.01(b), as applicable, the Borrower shall be deemed to have satisfied the requirements of Section 9.01(a) or Section 9.01(b), as applicable, as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such covenant that had occurred shall be deemed cured for the purpose of this Agreement and the other Loan Documents. Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.02, the other Loan Documents or applicable law prior to the end of the applicable Cure Period solely on the basis of an Event of Default having occurred and continuing under Section 9.01(a) or Section 9.01(b) (except to the extent that the Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution); provided that no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the Cure Period unless the Borrower shall have received the Cure Amount.

Section 9.02 Debt. The Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt, except:

(a) the Obligations arising under the Loan Documents or the Secured Swap Agreements or any guarantee of or suretyship arrangement for the Obligations arising under the Loan Documents or the Secured Swap Agreements;

(b) Debt under Capital Leases not to exceed the greater of (x) $5,000,000 and (y) 2.5% of the then-effective Borrowing Base;

(c) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties;

(d) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of the Guarantors; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement;

(e) endorsements of negotiable instruments for collection in the ordinary course of business;

(f) other unsecured Debt not to exceed (x) prior to the 2026 Senior Notes Discharge, $10,000,000 and (y) from and after the 2026 Senior Notes Discharge, the greater of (i) $10,000,000 and (ii) 7.5% of the then-effective Borrowing Base in the aggregate at any one time outstanding;

123

(g) unsecured senior notes or unsecured senior subordinated notes of the Borrower, including, the 2026 Senior Notes, and any guarantees thereof, including the 2026 Senior Notes Guaranty; provided that: (i) immediately after giving effect to the incurrence of any such Debt, on a pro forma basis, the Leverage Ratio shall not exceed 3.00 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)); provided that this clause (i) shall not apply to the incurrence of any such Debt that constitutes a refinancing of the Bridge Loan Debt or other Debt incurred pursuant to this Section 9.02(g) to the extent that the aggregate principal amount of such refinancing Debt does not exceed the then outstanding principal amount of the refinanced Debt other than an increase in the principal amount as a result of fees and expenses related to the refinancing of such Debt; (ii) both immediately before and immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, no Event of Default has occurred and is continuing or would result therefrom; (iii) such Debt does not have any scheduled principal amortization in excess of 1.0% of the principal amount thereof per annum; (iv) such Debt does not have a scheduled maturity date or a scheduled date of mandatory Redemption in full sooner than (A) in the case of the 2026 Senior Notes, the date which is 91 days after the Final Maturity Date and (B) in the case of any other Debt, the date which is 180 days after the Final Maturity Date; (v) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than (A) customary change of control Redemption or tender offer provisions, (B) Redemption or tender offer provisions related to the incurrence of Debt prohibited by the Loan Documents or the definitive documents governing such Debt to the extent any amounts (other than any such amounts constituting Obligations) required to be Redeemed are permitted by the terms of such Debt to be applied first to prepay the Loans and/or cash collateralize the LC Exposure in accordance with Section 2.08(j) of this Agreement and (C) customary asset sale and casualty event Redemption or tender offer provisions to the extent any amounts required to be Redeemed are permitted by the terms of such Debt to be applied first to prepay the Loans and/or cash collateralize the LC Exposure in accordance with Section 2.08(j) of this Agreement; (vi) no Loan Party or other Person guarantees such Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to the Guarantee Agreement; (vii) the terms of such Debt and any guarantees thereof: (A) are not materially less favorable to the Borrower and the Guarantors, taken as a whole, as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower and (B) do not require compliance with any financial maintenance covenant that is more restrictive on the Loan Parties than the financial maintenance covenants set forth in Section 9.01 of this Agreement; (viii) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (ix) the Borrower shall have complied with Section 8.01(q); and (x) the Borrowing Base shall be reduced pursuant to Section 2.07(f) and any mandatory prepayments required pursuant Section 3.04(c)(iii) shall have been made;

(h) Debt of any Loan Party consisting of obligations to pay insurance premiums;

(i) Debt in an aggregate amount not to exceed $1,000,000 representing deferred compensation (whether such deferred compensation is to be cash or stock-based compensation) of employees or directors of the Borrower or its Affiliates incurred in the ordinary course of business or Debt to current or former directors and employees of the Borrower or its Affiliates, their respective estates, spouses or former spouses, to finance the purchase or redemption of Equity Interests permitted by Section 9.04; and

124

(j) solely for the period from the First Amendment Effective Date through the first Business Day immediately following Third Amendment Effective Date, Bridge Loan Debt not to exceed, at any time, an aggregate principal amount of $250,000,000, provided that such amount shall be increased by an aggregate principal amount of Bridge Loan Debt up to $175,000,000 to the extent incurred within 30 days following the Second Amendment Effective Date so long as the entire amount of the proceeds are used by the Loan Parties to fund a portion of the purchase price of the Momentum Acquisition and related expenses (and only so long as the Loan Parties acquire not less than 95% of the value of the proved developed producing Momentum Assets), less the amount of principal payments made by the Loan Parties in respect of the Bridge Loan Debt following the First Amendment Effective Date but prior to such time of determination.

Section 9.03 Liens. The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except:

(a) Liens securing the payment of any Obligations;

(b) Excepted Liens;

(c) Liens securing purchase money Debt or Capital Leases permitted by Section 9.02(b) but only on the Property that is the subject of any such Debt or lease, accessions and improvements thereto, insurance thereon, and the proceeds of the foregoing;

(d) Liens encumbering insurance policies and the proceeds thereof securing the financing of premiums with respect thereto;

(e) (i) Liens on cash earnest money deposits or escrowed amounts made in connection with a binding purchase agreement to acquire Oil and Gas Properties, in each case to the extent such acquisition is permitted by this Agreement and (ii) Liens on or with respect to utility and similar deposits in the ordinary course of business;

(f) reserved; and

(g) Liens on Property not constituting Collateral and not otherwise permitted by the foregoing clauses of this Section 9.03; provided that the aggregate principal or face amount of all Debt secured under this Section 9.03(g) shall not exceed (A) prior to the 2026 Senior Notes Discharge, $10,000,000 or (B) from and after the 2026 Senior Notes Discharge, the greater of (x) $10,000,000 and (y) 5.0% of the then-effective Borrowing Base in the aggregate at any one time outstanding.

Section 9.04 Restricted Payments. The Borrower will not, and will not permit any other Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its Equity Interest holders or make any distribution of its Property to its Equity Interest holders, except:

125

(a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock);

(b) the Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any Guarantor;

(c) the Borrower may (i) if no Event of Default under Sections 10.01(a), (b), (h) or (i) exists immediately before and after giving effect to such Restricted Payment, declare and pay Permitted Tax Distributions and (ii) make distributions to any direct or indirect parent (including Ultimate Parent) to pay Public Company Compliance costs, operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting, and similar expenses payable to third parties), which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors or officers of Ultimate Parent, in each case to the extent such expenses and costs are directly attributable to the ownership or operations of Ultimate Parent, the Borrower and their respective Subsidiaries;

(d) the Borrower may make cash distributions with respect to its Equity Interests to the holders of its Equity Interests so long as

(i) such distribution is paid within 60 days after the date of declaration thereof,

(ii) as of the date of such declaration, if such distribution had been paid as of such date of declaration, both immediately before, and immediately after giving pro forma effect to, any such distribution, (A) no Event of Default would have occurred and be continuing, (B) no Borrowing Base Deficiency exists or would exist and (C) Liquidity would be equal to or greater than 10% of the total Commitments (i.e., the lesser of (1) the Aggregate Maximum Credit Amounts, (2) the Aggregate Elected Commitment and (3) the then effective Borrowing Base),

(iii) the Leverage Ratio is less than or equal to 3.00 to 1.00 (on a pro forma basis as the Leverage Ratio is recomputed on the date of such declaration using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)), and

(iv) prior to the 2026 Senior Notes Discharge, (x) the Borrower shall have provided the notice and certificate required by Section 8.01(d) and (y) the amount of such distribution shall not exceed:

(A) if the Leverage Ratio calculated in the accordance with clause (iii) above, as of the last day of the most recently ended fiscal quarter for which financial statements are available, is less than 3.00 to 1.00 but greater than or equal to 1.00 to 1.00, an amount equal to (x) 65% of Discretionary Cash Flow at the time of such declaration minus (y) the aggregate amount of all other distributions made pursuant to this Section 9.04(d) during the then-current Discretionary Cash Flow Utilization Period;

126

(B) if the Leverage Ratio calculated in accordance with clause (iii) above, as of the last day of the most recently ended fiscal quarter for which financial statements are available, is less than 1.00 to 1.00, an amount equal to (x) 100% of Discretionary Cash Flow at the time of such declaration minus (y) the aggregate amount of all other distributions made pursuant to this Section 9.04(d) during the then-current Discretionary Cash Flow Utilization Period;

For the avoidance of doubt, from and after the 2026 Senior Notes Discharge, clause (iv) of this subsection (d) shall not apply.

(e) redemptions in whole or in part of any of its Equity Interests (A) for another class of its Equity Interests or the Equity Interests of its direct or indirect parent entity or (B) with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all material respects to their interests as those contained in the Equity Interests redeemed thereby;

(f) Restricted Payments to repurchase Equity Interests from directors or employees of the Borrower or its Affiliates (or from the estate, family members, spouse or former spouse of directors or employees of the Borrower or its Affiliates) so long as the aggregate amount of repurchases and settlements under this Section 9.04(f) shall not exceed $10,000,000 per fiscal year;

(g) cash payments in lieu of the issuance of fractional shares of Equity Interests in connection with any dividend, option, split, warrant or combination thereof, or any transaction permitted hereunder; and

(h) during the Specified Unrestricted Period and thereafter until the Borrower delivers financial statements pursuant to Section 8.01(a) or Section 8.01(b), as applicable, in respect of the fiscal quarter in which the Fold In Date occurs, to the extent any Brigham Entity that is an Unrestricted Subsidiary (or any Brigham Entity that was an Unrestricted Subsidiary as of the last day of the fiscal quarter immediately preceding the fiscal quarter in which the Fold In Date occurred) pays a cash dividend or makes a cash distribution to the Borrower or any Consolidated Restricted Subsidiary (a “Brigham Unrestricted Subsidiary Distribution”), the Borrower may, within five (5) Business Days after receiving such Brigham Unrestricted Subsidiary Distribution, make one or more cash distributions to the holders of its Equity Interests in an aggregate amount not to exceed (i) the amount of such Brigham Unrestricted Subsidiary Distribution less (ii) any portion of such Brigham Unrestricted Subsidiary Distribution that was made for the purpose of funding a Permitted Tax Distribution in respect of the Brigham Entities that are Unrestricted Subsidiaries, so long as the conditions set forth in clauses (ii), (iii) and (iv) of Section 9.04(d) are satisfied with respect to each such distribution.

Section 9.05 Investments, Loans and Advances. The Borrower will not, and will not permit any other Loan Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a) [Reserved];

127

(b) accounts receivable arising in the ordinary course of business;

(c) Cash Equivalents;

(d) Investments (i) made by the Borrower in or to any Person that, prior to or substantially concurrently with the consummation of such Investment, is a Guarantor, or (ii) made by any Restricted Subsidiary in or to the Borrower or any other Person that, prior to or substantially concurrently with the consummation of such Investment, is a Guarantor;

(e) subject to the limits in Section 9.06, Investments in, including by means of Permitted Equity Acquisitions, direct (or indirect through another Loan Party) ownership interests in Oil and Gas Properties and gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production or oil and gas minerals business located within the geographic boundaries of the United States of America or the offshore state or federal waters of the United States of America;

(f) loans or advances to employees, officers, or directors of the Borrower or any of its Affiliates in the ordinary course of business of the Borrower, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $5,000,000 in the aggregate at any time;

(g) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any other Loan Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any other Loan Party; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(g) exceeds $1,000,000;

(h) other Investments not to exceed the greater of (x) $10,000,000 and (y) 7.5% of the then-effective Borrowing Base in the aggregate at any time;

(i) additional Investments so long as (i) both immediately before, and immediately after giving pro forma effect to, any such Investment, (A) no Event of Default would have occurred and be continuing, (B) no Borrowing Base Deficiency exists or would exist and (C) Liquidity would be equal to or greater than ten percent (10%) of the total Commitments (i.e., the lesser of (1) the Aggregate Maximum Credit Amounts, (2) the Aggregate Elected Commitment and (3) the then effective Borrowing Base), and (ii) the Leverage Ratio is less than or equal to 3.00 to 1.00 (on a pro forma basis as the Leverage Ratio is recomputed on the date of such Investment using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)); provided that Investments in any Unrestricted Subsidiary or any Person that is not a Subsidiary made pursuant to this Section 9.05(i) shall be permitted solely to the extent such Investments are made in cash;

128

(j) the acquisition by the Borrower of the Brigham Entities pursuant to the consummation of the Brigham Merger in accordance with the terms of the Brigham Merger Agreement;

(k) loans and advances to any direct or indirect parent in lieu of, and not in excess of, the amount of, Restricted Payments permitted to be made to such Person under Section 9.04(c));

(l) to the extent constituting Investments, (i) cash earnest money deposits or escrowed amounts made in connection with a binding purchase agreement to acquire Oil and Gas Properties, in each case to the extent such acquisition is permitted by this Agreement and (ii) utility and similar deposits in the ordinary course of business;

(m) additional Investments funded entirely by capital contributions received by the Borrower from the holders of its Equity Interests within sixty (60) days prior to the making of any such Investment (excluding any Specified Equity Contributions); provided that (i) no Default, Event of Default or Borrowing Base Deficiency exists immediately before or after giving effect to any such Investment and (ii) after making any such Investment, the Borrower has an unused amount of Commitments in an amount equal to or greater than ten percent (10%) of the total Commitments (i.e., the lesser of (A) the Aggregate Maximum Credit Amounts, (B) the Aggregate Elected Commitment and (C) the then effective Borrowing Base) and (iii) prior to making such Investment, the Borrower delivers a certificate of a Responsible Officer to the Administrative Agent certifying as to the foregoing matters in clauses (i) and (ii) of this proviso and attaching reasonably detailed evidence of the applicable capital contributions related to such Investment;

(n) prior to the 2026 Senior Notes Discharge, additional Investments, including by means of Permitted Equity Acquisitions, so long as (i) both immediately before, and immediately after giving pro forma effect to, any such Investment, (A) no Event of Default would have occurred and be continuing and (B) Liquidity is greater than ten percent (10%) of the total Commitments, (ii) the Leverage Ratio is less than or equal to 3.00 to 1.00 (on a pro forma basis as the Leverage Ratio is recomputed on the date of such Investment using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available and (iii) the amount of such Investment(s) shall not exceed (x) the Cumulative Retained Discretionary Cash Flow Amount at the time of such Investment(s) less (y) the aggregate amount of all other Investments made pursuant to this Section 9.05(n) during the then-current Cumulative Retained Discretionary Cash Flow Utilization Period; provided that Investments in, including by means of Permitted Equity Acquisitions, any Unrestricted Subsidiary or any Person that is not a Subsidiary made pursuant to this Section 9.05(n) shall be permitted solely to the extent such Investments are made in cash or with Equity Interests of Ultimate Parent and/or the Borrower; and

(o) to the extent constituting Investments, (i) transaction expenses paid by the Borrower or any other Loan Party on behalf of any of the Brigham Entities in connection with the Brigham Merger and (ii) after the Brigham Merger Closing Date and during the Specified Unrestricted Period, other payments made by the Borrower or any other Loan Party on behalf of any of the Brigham Entities in an aggregate amount not to exceed $15,000,000.

129

Section 9.06 Nature of Business; International Operations. The Borrower will not, and will not permit any other Loan Party to, allow any material change to be made in the character of its business as an oil and gas minerals company (it being understood that any change in any Loan Party’s business that results in the portion of the total revenue of the Loan Parties directly attributable to the Loan Parties’ ownership of mineral interests, royalty interests and similar holdings to be less than ninety percent (90%) of the total revenue of the Borrower and the other Loan Parties for the prior four (4) consecutive fiscal quarters shall be deemed to constitute a material change in the character of its business) or (b) allow any Guarantor to cease to be a Wholly-Owned Subsidiary of the Borrower other than as a result of a sale of all of the Equity Interests of such Guarantor or a merger of such Guarantor permitted under Sections 9.11 or 9.12. From and after the Effective Date, the Borrower will not, and will not permit any other Loan Party to, (a) acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States of America or the offshore state or federal waters of the United States of America or (b) form or acquire any Foreign Subsidiaries. Each of the Borrower, the Parent, TopCo and the GP Pledgor shall at all times remain organized under the laws of the United States of America or any State, territory or possession thereof or the District of Columbia.

Section 9.07 [Reserved].

Section 9.08 Proceeds of Loans; OFAC. The Borrower will not permit the proceeds of the Loans or Letters of Credit to be used for any purpose other than those permitted under (and not prohibited by) Section 7.21. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X of the Board, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees, Affiliates and agents shall not use, directly or indirectly, the proceeds of any Borrowing or Letter of Credit, or lend, contribute, or otherwise make available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or involving any goods originating in or with a Sanctioned Person or Sanctioned Country or (C) in any manner that would result in the violation of any Sanctions by any Person.

Section 9.09 ERISA Compliance. The Borrower will not, and will not permit any other Loan Party to, at any time, contribute to any Plan or Multiemployer Plan if it could reasonably be expected to result in a Material Adverse Effect or would result in a Lien under ERISA or Code Section 430.

130

Section 9.10 Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any other Loan Party out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any other Loan Party to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Section 9.11 Mergers, Etc. The Borrower will not, and will not permit any other Loan Party to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided, that so long as no Event of Default has occurred and is then continuing, (a) any Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the survivor) or any other Guarantor (provided that a Guarantor shall be the survivor, or if a Guarantor is not the survivor, such Person shall become a Guarantor substantially concurrently with the consummation of such consolidation) and (b) any Person may merge into the Borrower or any Guarantor in connection with a Permitted Equity Acquisition or any other Investment permitted hereunder; provided that (i) if such merger involves the Borrower, the Borrower shall be the continuing or surviving Person and (ii) if such merger involves a Guarantor, a Guarantor shall be the continuing or surviving Person. Notwithstanding anything to the contrary contained herein, the restrictions contained in this Section 9.11 shall not apply to the merger of a newly formed wholly-owned Subsidiary of the Borrower with Brigham Holdings, with Brigham Holdings surviving such merger as a wholly-owned Subsidiary of the Borrower, in accordance with the terms of the Brigham Merger Agreement.

Section 9.12 Sale of Properties. The Borrower will not, and will not permit any other Loan Party to, Dispose of any Property (including the Liquidation of any Swap Agreement) except for:

(a) the sale of Hydrocarbons and the lease of Oil and Gas Properties, in each case in the ordinary course of business;

(b) farmouts in the ordinary course of business of Oil and Gas Properties consisting solely of undeveloped acreage or undrilled depths to which no proved reserves are attributed in the most recently delivered Reserve Report and assignments in connection with such farmouts or the abandonment, farmout, trade, exchange, lease, sublease or other Disposition in the ordinary course of business of Oil and Gas Properties not containing proved reserves and which are not included in the most recently delivered Reserve Report;

(c) the Disposition of equipment that is no longer necessary for the business of the Borrower or any such Loan Party or is replaced by equipment of at least comparable value and use;

131

(d) the (i) Disposition, other than as provided in clauses (a) through (c), of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or (ii) Liquidation of any Swap Agreement; provided that (A) 75% of the consideration received in respect of such Disposition or Liquidation shall be cash and Cash Equivalents, or, solely with respect to Liquidations, other Swap Agreements permitted by Section 9.18; provided that, with respect to any Disposition, notwithstanding the foregoing requirement of this clause (A) (but, for the avoidance of doubt, subject to the other terms and conditions of this Section 9.12(d)), the Borrower and/or its Restricted Subsidiaries may exchange Hydrocarbon Interests for other Hydrocarbon Interests with the same or better reserve classification, reserve characteristics, reserve lives and decline profiles so long as (1) the aggregate Borrowing Base value, as determined by the Administrative Agent, of all proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries exchanged for such other proved Oil and Gas Properties during any period between two successive Scheduled Redeterminations does not exceed two percent (2%) of the Borrowing Base then in effect, (2) to the extent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such Disposition, after the consummation of such Disposition(s), the Borrower shall have received net cash proceeds, or shall have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency pursuant to Section 3.04(c)(iii), and (3) substantially contemporaneously with the closing of any such exchange, the Borrower or the applicable Restricted Subsidiary shall, to the extent the Borrower is not then in compliance with Section 8.13, provide title information reasonably requested by the Administrative Agent with respect to, and, to the extent the Borrower is not then in compliance with Section 8.14, grant a first-priority Lien (provided that Excepted Liens of the type described in clauses (a), (b), (c), (d), and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on, any proved Oil and Gas Properties acquired in such exchange pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes; (B) the consideration received in respect of such Disposition or Liquidation shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein, Restricted Subsidiary or Swap Agreement, as applicable, subject of such Disposition or Liquidation as reasonably determined by a Responsible Officer of the Borrower; (C) the Borrowing Base shall be reduced, effective immediately upon such Disposition or Liquidation, by an amount and to the extent required by Section 2.07(e); and (D) if any such Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Restricted Subsidiary;

(e) transfers of Properties from (i) the Borrower and/or its Restricted Subsidiaries to the Borrower and/or any Guarantor; provided that after giving effect thereto, the Loan Parties are in compliance with Section 8.14 without giving effect to any grace periods or times for compliance set forth in such section and (ii) any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor;

(f) Casualty Events;

(g) Dispositions of the non-cash portion of consideration (other than any Oil and Gas Properties) received for any Disposition permitted by this Section 9.12; provided that the consideration received in respect of such Disposition shall be cash or Cash Equivalents and for fair market value;

(h) Restricted Payments permitted by Section 9.04 and Investments permitted by Section 9.05;

132

(i) [Reserved]; and

(j) Sales, transfers, leases and Dispositions of Properties (other than (i) Dispositions of any Oil and Gas Properties or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or (ii) Liquidations of Swap Agreements) having a fair market value not to exceed the greater of (x) $10,000,000 and (y) 7.5% of the then-effective Borrowing Base during any 12-month period.

The Borrower will not, and will not permit any Restricted Subsidiary, to sell, grant, issue or otherwise enter into any Production Payment and Reserve Sales, volumetric production payments, drillcos and other similar synthetic financings, or otherwise Dispose of Hydrocarbons in place that would require the Borrower or its Restricted Subsidiaries to deliver Hydrocarbons at some future time without then or thereafter receiving full prepayment therefor, which collectively provides consideration or is in an aggregate amount that exceeds $1,000,000.

Section 9.13 Environmental Matters. The Borrower will not, and will not permit any other Loan Party to, cause or knowingly permit any of its Property to be in violation of, or do anything or knowingly permit anything to be done which will subject any such Property to a Release or threatened Release of Hazardous Materials where such violations, Release or threatened Release could reasonably be expected to have a Material Adverse Effect.

Section 9.14 Transactions with Affiliates. Except for (i) payment of Restricted Payments expressly permitted by Section 9.04, (ii) Investments expressly permitted by Sections 9.05(f), (j) or (o), and (iii) during the Specified Unrestricted Period, Permitted Intercompany Activities, the Borrower will not, and will not permit any other Loan Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than transactions between the Borrower and any Guarantor and transactions between Guarantors) unless such transaction is otherwise permitted under this Agreement and is upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate. Notwithstanding anything to the contrary contained herein, the restrictions set forth in this Section 9.14 shall not apply to (x) the acquisition permitted under Section 9.05(j) and (y) the merger permitted by the final sentence of Section 9.11.

Section 9.15 Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to, create or acquire any additional Restricted Subsidiary or designate an Unrestricted Subsidiary as a Restricted Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section 8.14(a). The Borrower shall not, and shall not permit any Restricted Subsidiary to Dispose of any Equity Interests in any Restricted Subsidiary except in compliance with Section 9.12(d) or Section 9.12(e). Neither the Borrower nor any Restricted Subsidiary shall have any Foreign Subsidiaries and there shall be no Restricted Subsidiaries that are not Wholly-Owned Subsidiaries.

133

Section 9.16 Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (or which requires the consent of or notice to other Persons in connection therewith): (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Obligations in favor of the Administrative Agent and the Lenders, (b) any Loan Party from paying dividends or making distributions in respect of its Equity Interests to the Borrower or any Guarantor, (c) paying any Debt owed to the Borrower or any other Loan Party, (d) making loans or advances to, or other Investments in, the Borrower or any other Loan Party, or (e) transferring any of its Property to the Borrower or any other Loan Party; provided that the foregoing shall not apply to restrictions and conditions under (A) this Agreement, the Security Instruments, the Bridge Loan Documents or the 2026 Senior Notes Documents, (B) agreements or arrangements evidencing or related to secured Debt permitted by Section 9.02 and Section 9.03, in each case only to the extent such restriction applies only to the Property securing such Debt, (C) customary restrictions and conditions contained in agreements relating to the Disposition of any Property or Equity Interests permitted under Section 9.12 pending such Disposition, in each case only to the extent such restrictions and conditions apply only to the Property or Equity Interests that is to be sold and (D) customary provisions in leases (other than any Oil and Gas Property) restricting the assignment thereof.

Section 9.17 Gas Imbalances, Take-or-Pay or Other Prepayments. To the extent the Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, the Borrower will not, and will not permit any Restricted Subsidiary to, allow gas imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any other Loan Party that would require the Borrower or such other Loan Party to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor exceeding one half bcf of gas (on an mcf equivalent basis) in the aggregate.

Section 9.18 Swap Agreements.

(a) The Borrower will not, and will not permit any other Loan Party to, enter into any Swap Agreements with any Person other than (i) (A) Swap Agreements in respect of commodities (including Swap Agreements in respect of commodity basis differentials) entered into not for speculative purposes which for the avoidance of doubt, are intended, at inception of execution, to hedge or manage any of the risks related to existing and or forecasted Hydrocarbon production of the Borrower or its Restricted Subsidiaries, (B) with an Approved Counterparty, (C) with a tenor not to exceed 60 months, and (D) the aggregate notional volumes for which (calculated independently for basis differential Swap Agreement volumes and other commodity Swap Agreement volumes) do not exceed, as of the date such Swap Agreement is executed, 85% of the reasonably projected production from total proved, developed, producing Oil and Gas Properties of the Loan Parties evaluated in the Initial Reserve Report or thereafter the Reserve Report most recently delivered pursuant to Section 8.12, for each month following the date such Swap Agreement is entered into, in each case for each of crude oil, natural gas liquids and natural gas, calculated separately and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed, as of the date such Swap Agreement is entered into, 75% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate; provided that put option contracts that are not related to corresponding calls, collars or swaps and for which an upfront premium has been paid shall not be included in calculating such percentage threshold. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any other Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures; provided, however, that the foregoing shall not prohibit or be deemed to prohibit the Secured Swap Obligations from being secured by the Security Instruments.

134

(b) If, on the last day of any fiscal quarter, the aggregate notional volumes of all Swap Agreements in respect of commodities to which the Borrower or any other Loan Party is a party for which settlement payments were calculated in such fiscal quarter exceeds 100% of the actual production of Hydrocarbons (for each of crude oil, natural gas liquids and natural gas, calculated separately) from the proved, developed, producing Oil and Gas Properties of the Loan Parties in such fiscal quarter (other than puts, floors, and basis differential swaps on volumes hedged by other Swap Agreements), then the Borrower shall, or shall cause the other Loan Parties to, Liquidate existing Swap Agreements within fifteen (15) Business Days (or such longer period as agreed by the Administrative Agent) after the end of such fiscal quarter, such that, after giving effect to such Liquidation, future hedging notional volumes will not exceed 100% of reasonably projected production of Hydrocarbons (for each of crude oil, natural gas liquids and natural gas, calculated separately) from the proved, developed, producing Oil and Gas Properties of the Loan Parties for the then-current fiscal quarter and any succeeding fiscal quarters.

Section 9.19 Amendments to Material Agreements; Amendment to Fiscal Year.

(a) The Borrower will not, and will not permit any other Loan Party to, amend, modify or supplement (or enter into any agreement that has the effect of amending, modifying or supplementing) any of its organizational documents in any manner that would be materially adverse to the Lenders.

(b) The Borrower will, and the Borrower will not permit any other Loan Party to, change its fiscal year to end on a day other than December 31 or change the method of determining its fiscal year.

Section 9.20 Amendments to Terms of Merger Agreement, Momentum Acquisition Agreement and Brigham Merger Agreement. The Borrower will not, and will not permit any other Loan Party to, amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Merger Agreement, the Momentum Acquisition Agreement or the Brigham Merger Agreement if the effect thereof would be materially adverse to the Lenders; provided that any direct or indirect amendment to the defined term “Assets” in the Momentum Acquisition Agreement that would result in the Loan Parties acquiring less than 95% of the value of the proved developed producing Momentum Assets, shall in each case be deemed materially adverse to the Lenders unless the Administrative Agent agrees in writing that such amendment is not materially adverse to the Lenders.

135

Section 9.21 Repayment of Permitted Additional Debt; Amendment to Terms of Permitted Additional Debt.

(a) The Borrower will not, and will not permit any other Loan Party to, call, make or offer to make any optional or voluntary Redemption of, or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Permitted Additional Debt, except that:

(i) so long as no Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, the Borrower may Redeem any Permitted Additional Debt with (A) the net cash proceeds of any newly issued Permitted Additional Debt to the extent permitted to be incurred pursuant to Section 9.02(g) or (B) the net cash proceeds of any issuance or sale of, or in exchange for, Equity Interests (other than Disqualified Capital Stock) of the Borrower; and

(ii) the Borrower may Redeem any Permitted Additional Debt in cash so long as (1) both immediately before, and immediately after giving effect to, any such Redemption, (A) no Event of Default shall have occurred and be continuing, (B) no Borrowing Base Deficiency exists or would exist and (C) Liquidity would be equal to or greater than 10% of the total Commitments (i.e., the lesser of (x) the Aggregate Maximum Credit Amounts, (y) the Aggregate Elected Commitment and (z) the then effective Borrowing Base) and (2) the Leverage Ratio is less than or equal to 3.00 to 1.00 (on a pro forma basis after giving effect to such Redemption using (x) Total Debt outstanding on the date of such Redemption and (y) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)); provided that the Borrower may elect that compliance with the foregoing clauses (1) and (2) be determined on the date that irrevocable notice of such Redemption is given to the holders or lenders in respect of such Permitted Additional Debt instead of the date of such Redemption (in which case, for purposes of determining compliance with such clauses, such Redemption shall be deemed to have occurred on the date such notice is so given), so long as such Redemption is made within thirty (30) days after the date of such notice.

(b) The Borrower will not, and will not permit any other Loan Party to, amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Permitted Additional Debt or any Permitted Additional Debt Document if: (i) the effect thereof would be to shorten its maturity or average life or increase the amount of any scheduled payment of principal thereof or, other than with respect to the 2026 Senior Notes or any 2026 Senior Notes Document, increase the rate or shorten any period for payment of interest thereon other than customary elections of interest periods pursuant to the terms of any Permitted Additional Debt Document, (ii) in the case of Permitted Additional Debt other than Bridge Loan Debt, the effect thereof would be to cause the Borrower to violate the terms of Section 9.02(g), or (iii) in the case of Bridge Loan Debt, the effect thereof would (A) increase the principal amount thereof, (B) cause there to be any scheduled amortization thereof, (C) cause any Loan Party or other Person to guarantee such Bridge Loan Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to the Guarantee Agreement, (D) cause the terms of such Bridge Loan Debt to be more restrictive, taken as a whole, on the Loan Parties than the terms of this Agreement and the other Loan Documents (other than with respect to any mandatory prepayments, applicable fees, interest and other economic terms), or (E) cause any financial maintenance covenants in such Bridge Loan Documents to be more restrictive on the Loan Parties than the corresponding covenant in this Agreement or cause there to be any financial maintenance covenants in such Bridge Loan Documents that are not in this Agreement. Notwithstanding the foregoing to the contrary, the Loan Parties are permitted to enter into the Bridge Term Loan First Amendment on the Second Amendment Effective Date.

136

(c) With respect to any Permitted Additional Debt that is subordinated to the Obligations or any other Debt, the Borrower will not, and will not permit any other Loan Party to, designate any such Debt (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similar designation for the purposes of such Permitted Additional Debt Document related to such Permitted Additional Debt that is subordinated to the Obligations or any other Debt.

Section 9.22 Passive Holding Company Status of the Parent, TopCo and the GP Pledgor. Each of the Parent, TopCo and the GP Pledgor shall not directly operate any material business; provided that, for the avoidance of doubt, the following (and activities incidental thereto) shall not constitute the operation of a business and shall in all cases be permitted to the extent not otherwise restricted under the terms of this Agreement: (i) its direct and indirect ownership of the Equity Interests of its subsidiaries; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance; (iii) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, performing activities in preparation for and consummating any such offering, issuance or sale, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of its Equity Interests) and, in each case, the repurchase or redemption thereof; (iv) financing activities, including the issuance of securities, incurrence of Debt permitted by this Agreement (provided that no such Debt is secured by Liens on the Equity Interests of the Borrower other than the Liens in favor of the Administrative Agent for the benefit of the Secured Parties permitted under Section 9.03(a)), payment of dividends and making contributions to the capital of any other Loan Party or their respective Subsidiaries, and entrance into Swap Agreements permitted by this Agreement; (v) compliance with applicable law and legal, Tax and accounting and other administrative matters related thereto, including participating in Tax, accounting and other administrative matters as a member of any consolidated, unitary, combined or other similar group, and activities and filing Tax returns and paying Taxes and contesting any Taxes and other customary obligations related thereto in the ordinary course; (vi) performance of activities relating to its officers, directors, managers and employees and those of the Permitted Holders, the Borrower and/or its Subsidiaries, including providing indemnification to such officers, directors, managers or employees; (vii) holding any cash and Cash Equivalents; (viii) holding any other property received by it as a distribution from the Borrower or any of its Subsidiaries and making further distributions of such property; (ix) holding director and shareholder meetings, preparing organizational records, complying with its organizational documents and other organizational activities required to maintain its separate organizational structure or to comply with applicable Governmental Requirements, including preparing reports to Governmental Authorities or shareholders; (x) entering into and performance of obligations with respect to contracts and other arrangements in connection with the activities contemplated by this Section 9.22; and (xi) any activities incidental to the foregoing or customary for passive holding companies, including, for the avoidance of doubt, entering into transactions otherwise permitted under this Agreement for the direct benefit of the Loan Parties, ownership of immaterial properties and assets incidental to the business or activities described in the foregoing clause and payment of costs and expenses in connection with the business or activities described in the foregoing clauses.

137

Section 9.23 Debt of Brigham Entities. So long as the Brigham Entities are classified as Unrestricted Subsidiaries, the Borrower will not permit any of the Brigham Entities to incur, create, assume or suffer to exist any Debt, except:

(a) Debt incurred under the Brigham RBL Credit Agreement and the other Brigham Loan Papers; provided that (i) all such Debt under the Brigham RBL Credit Agreement shall be incurred under a single conforming commercial banking revolving borrowing base facility for oil and gas secured loan transactions with no differentiation among the lenders and all such Debt is pari passu in right of payment, pricing, maturity, security and liquidation thereof, (ii) the Brigham Borrowing Base is a Conforming Borrowing Base and the Debt incurred under the Brigham RBL Credit Agreement is incurred subject to the terms of a Conforming Borrowing Base and (iii) the Person acting as administrative agent under the Brigham RBL Credit Agreement is a commercial bank, has experience acting as administrative agent for commercial banking secured revolving reserved based oil and gas credit facilities, has the ability and capacity to evaluate, propose and administer the Brigham Borrowing Base under the Brigham RBL Credit Agreement and is not an Affiliate of the Borrower; and

(b) other Debt permitted under Sections 9.1(b), 9.1(d) and 9.1(f) of the Brigham RBL Credit Agreement (as in effect on the Fourth Amendment Effective Date) and Debt constituting a guarantee by any Brigham Entity of any Debt of one or more other Brigham Entities that is permitted under Sections 9.1(b), 9.1(d) and 9.1(f) of the Brigham RBL Credit Agreement (as in effect on the Fourth Amendment Effective Date).

ARTICLE X

EVENTS OF DEFAULT; REMEDIES

Section 10.01 Events of Default. One or more of the following events shall constitute an “Event of Default”:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect (unless already qualified by materiality, in which case such applicable representation and warranty shall prove to have been incorrect in any respect) when made or deemed made;

138

(d) the Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or agreement applicable to it contained in Section 8.01(n), Section 8.02, Section 8.03, Section 8.13, Section 8.14, Section 8.17, Section 8.18, Section 8.19 or in Article IX.

(e) the Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or agreement applicable to it contained in this Agreement (other than those specified in Section 10.01(a), Section 10.01(b) or Section 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (i) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (ii) a Responsible Officer of the Borrower or such other Loan Party otherwise becoming aware of such default;

(f) the Borrower or any other Loan Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Debt, when and as the same shall become due and payable and such failure continues after the applicable grace or notice period, if any, specified in the relevant document for such Material Debt;

(g) any other event or condition occurs that results in any Material Debt becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any applicable notice periods, if any, and any applicable grace periods) the holder or holders of any such Material Debt or any trustee or agent on its or their behalf to cause any such Material Debt to become due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any other Loan Party to make an offer in respect thereof; provided that this paragraph (g) shall not apply to secured Debt that becomes due solely as a result of the sale or transfer of the property or assets securing such Debt, if such sale or transfer is permitted hereunder and under the documents providing for such Debt;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any other Loan Party or any of its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any of the Borrower or any other Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

139

(j) the Borrower or any other Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) (i) one or more judgments for the payment of money in an aggregate amount in excess of the greater of (x) $22,500,000 and (y) 7.5% of the then-effective Borrowing Base (to the extent not covered by independent third party insurance as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, shall be rendered against the Borrower, any other Loan Party or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any other Loan Party to enforce any such judgment;

(l) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, (i) cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or any other Loan Party party thereto, other than due to the action or inaction of the Administrative Agent, or shall be repudiated by any of them, or the Borrower, any other Loan Party or any of their Affiliates shall so state in writing or (ii) cease to create a valid and perfected Lien of the priority required thereby on any material portion of the collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower, any other Loan Party or any of their Affiliates shall so state in writing;

(m) a Change in Control shall occur; or

(n) the Fold In is not consummated on or prior to June 30, 2023.

Section 10.02 Remedies.

(a) In the case of an Event of Default other than one described in Section 10.01(h) or Section 10.01(i), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Majority Lenders, and at the request of the Majority Lenders, shall, by written notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral or the making of other backstop arrangements to secure the LC Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which

140

are hereby waived by the Borrower and each Guarantor; and in case of an Event of Default described in Section 10.01(h) or Section 10.01(i), the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral or the making of other backstop arrangements to secure the LC Exposure as provided in Section 2.08(j)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor.

(b) In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity.

(c) All proceeds realized from the liquidation or other Disposition of Collateral or otherwise received after maturity of the Loans or the Notes, whether by acceleration or otherwise, shall be applied:

(i) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as such;

(ii) second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Lenders;

(iii) third, pro rata to payment of accrued interest on the Loans;

(iv) fourth, pro rata to payment of (A) principal outstanding on the Loans; (B) reimbursement obligations in respect of Letters of Credit pursuant to Section 2.08(e) (and cash collateralization or backstopping of LC Exposure hereunder); (C) Secured Swap Obligations owing to Secured Swap Parties; and (D) Secured Cash Management Obligations owing to Secured Cash Management Providers;

(v) fifth, pro rata to any other Obligations; and

(vi) sixth, any excess, after all of the Obligations shall have been paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement.

(vii) provided that, for the avoidance of doubt, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrower and any other Guarantors to preserve the allocation to Obligations otherwise set forth above in this Section 10.02(c).

141

ARTICLE XI

THE AGENTS

Section 11.01 Appointment; Powers.

(a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary of any of such provisions.

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 11.02 Duties and Obligations of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, (d) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,

142

effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Instruments, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and (e) shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 12.02 and 10.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and the Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

Section 11.03 Action by Administrative Agent. The Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law, and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) specifying the action

143

to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03; provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.

Section 11.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower, the Lenders and the Issuing Bank hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.

Section 11.05 Subagents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding Sections of this Article XI shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgement that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

144

Section 11.06 Resignation of Administrative Agent.

(a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation as the retiring Administrative Agent (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor Administrative Agent. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

(b) With effect from the Resignation Effective Date (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 5.03(e) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 11.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the

145

retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Section 11.07 Administrative Agent as Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

Section 11.08 No Reliance. Each Lender and the Issuing Bank expressly acknowledges that none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower, any other Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any Lender or the Issuing Bank as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the Issuing Bank represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, any other Loan Party and their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower or any other Loan Party. Each Lender and the Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or the Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and the Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

146

Section 11.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 12.03) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 11.10 Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting the provisions of Section 5.03(a) or Section 5.03(c), each Lender and the Issuing Bank shall, and does hereby, indemnify the Administrative Agent, and shall make payable in respect thereof within 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or

147

reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or the Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 11.10. The agreements in this Section 11.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Section 11.11 Authority of Administrative Agent to Release Collateral and Liens. Each Lender and the Issuing Bank, and by accepting the benefits of the Collateral, each Secured Swap Party and each Secured Cash Management Provider, hereby irrevocably authorizes the Administrative Agent to release (or evidence the release of) any Collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents and to release (or evidence the release of) the GP Pledgor or any Guarantor from the Guarantee Agreement pursuant to the terms thereof. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any Disposition of Property to the extent such Disposition is permitted by the terms of Section 9.12 or is otherwise authorized by the terms of the Loan Documents.

Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release the GP Pledgor or any Guarantor from its obligations under the Guarantee Agreement pursuant to this Section 11.11. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower or any Guarantor in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Section 11.12 [Reserved].

Section 11.13 Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Majority Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which the Borrower or any Guarantor is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Majority Lenders on a ratable basis (with Obligations with respect to contingent

148

or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any Disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Majority Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Majority Lenders contained in Section 12.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Section 11.14 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Guarantor, that at least one of the following is and will be true:

149

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Guarantor, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

150

Section 11.15 Recovery of Erroneous Payments.

(a) If the Administrative Agent notifies a Lender, Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made on or prior to ten (10) Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting the immediately preceding clause (a), each Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Issuing Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of immediately preceding subclauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding subclause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender or Issuing Bank shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 11.15(b).

151

(c) Each Lender or Issuing Bank hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Issuing Bank from any source, against any amount due to the Administrative Agent under Section 11.15(a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with Section 11.15(a), from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), each party hereto agrees that, irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Issuing Bank under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower (or on behalf of the Borrower) for the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any Obligations.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and each Payment Recipient hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 11.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(h) For the avoidance of doubt, and notwithstanding anything in this Section 11.15 to the contrary, the existence of an Erroneous Payment as between the Administrative Agent and any Payment Recipient shall not affect the termination of this Agreement or the Commitments and/or the repayment, satisfaction or discharge of Obligations under any Loan Document to the extent that the Borrower (or another Person on behalf of the Borrower) has actually paid such amounts to such accounts and at such times, in each case as specified in a payoff letter executed by the Administrative Agent and the Borrower.

152

ARTICLE XII

MISCELLANEOUS

Section 12.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic communication, as follows:

(i) if to the Borrower, to it at:

1401 Lawrence Street

Suite 1750

Denver, Colorado 80202

Attention: Chief Financial Officer

Email: carrie.osicka@kimmeridge.com

(ii) if to the Administrative Agent, to it at:

Bank of America, N.A.

Agency Management

Two Bryant Park, 7^th Floor

Mail Code: NY1-540-07-10

New York, New York 10036-6712

Attention: Lisa Berishaj

Telephone: 646.556.2314

Fax: 704.683.9134

Email: lisa.berishaj@bofa.com

for payments and requests for credit extensions, continuations and conversions, to:

Bank of America, N.A.

900 W. Trade Street

Mail Code: NC1-026-06-04

Charlotte, NC 28255-0001

Attention: Zachary Vestal

Telephone: 980.386.0720

Facsimile: 704.208.3198

Electronic Mail: zachary.vestal@bofa.com

(iii) if to Bank of America, N.A. in its capacity as the Issuing Bank, to it at:

Bank of America, N.A.

Trade Operations

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, PA 18507

Telephone: 570.496.9619

Facsimile: 800.755.8740

Electronic Mail: tradecleintserviceteamus@bofa.com

153

(iv) if to any other Lender or the Issuing Bank, to it at its address (or facsimile number) set forth in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

(v) Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through Approved Electronic Platforms, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications.

(i) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communications (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II, Article III, Article IV and Article V unless otherwise agreed by the Administrative Agent, the Issuing Bank and the applicable Lender. The Administrative Agent, the Issuing Bank or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(ii) Unless the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (B) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (A), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (A) and (B) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

154

(c) Change of Address, Etc. Any party hereto may change its address, facsimile number, telephone number or email address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(d) Posting of Communications.

(i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Bank by posting the Communications on any Approved Electronic Platform.

(ii) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(iii) THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY OTHER AGENT, ANY ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, THE ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, CLAIMS, LIABILITIES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM OF THE LOAN PARTIES, ANY LENDER, THE ISSUING BANK OR ANY OTHER PERSON OR ENTITY.

155

(iv) Each Lender and the Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees (A) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such email address.

(v) Each of the Lenders, the Issuing Bank and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(vi) Nothing herein shall prejudice the right of the Administrative Agent, any Lender or the Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

(e) Reliance by Administrative Agent, Issuing Bank and Lenders. The Administrative Agent, the Issuing Bank and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and applications for Letters of Credit) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Issuing Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 12.02 Waivers; Amendments.

(a) No failure on the part of the Administrative Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

156

(b) Subject to Section 3.03, neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority Lenders or by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the Commitment or the Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) increase the Borrowing Base without the written consent of each non-Defaulting Lender (provided that no Lender’s Applicable Percentage of the Borrowing Base may be increased without such Lender’s written consent), decrease or maintain the Borrowing Base without the consent of the Required Lenders, or modify Section 2.07 in any manner that would increase the Borrowing Base without the consent of each Lender; provided that (A) a Scheduled Redetermination may be postponed by the Majority Lenders and (B) a reduction of the Borrowing Base pursuant to Section 2.07(f) may be waived or reduced with the consent of the Required Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Obligations hereunder or under any other Loan Document, without the written consent of each Lender affected thereby (other than default rate interest provided under Section 3.02(c)(ii) which may be amended, reduced or waived by the Majority Lenders), (iv) postpone the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Obligations hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Termination Date without the written consent of each Lender affected thereby (other than mandatory prepayments required by Section 3.04(c)(ii) or Section 3.04(c)(iii) which may be reduced or waived by the Required Lenders), (v) change Section 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive or amend Section 3.04(c)(i), Section 6.01, Section 8.14, Section 10.02(c) or Section 12.14 or change the definition of the terms “Domestic Subsidiary”, “Foreign Subsidiary” or “Subsidiary”, without the written consent of each Lender; provided, further, that any waiver or amendment to the terms of Section 12.14, this proviso in this Section 12.02(b)(vi) or Section 12.02(b)(vii) shall also require the written consent of each Secured Swap Party and each Secured Cash Management Provider, and any amendment or waiver to the terms of Section 10.02(c) shall also require the written consent of each Secured Swap Party or Secured Cash Management Provider adversely affected thereby, (vii) amend or otherwise modify any Security Instrument in a manner that results in the Secured Swap Obligations or Secured Cash Management Obligations secured by such Security Instrument no longer being secured thereby on an equal and ratable basis with the principal of the Loans, or amend or otherwise change the definition of “Secured Swap Agreement,” “Secured Swap Obligations” or “Secured Swap Party”, without the written consent of each Secured Swap Party adversely affected thereby, or the definition of “Secured Cash Management Agreement,” “Secured Cash Management Obligations” or “Secured Cash Management Provider,” without the written consent of each Secured Cash Management Provider adversely affected thereby, (viii) release the GP Pledgor or any Guarantor (except , in each case, as set forth in this Agreement or in the Guarantee Agreement) or release all or substantially all of the Collateral (other than as provided in Section 11.11), or reduce the percentage set forth in Section 8.13(a) to less than 85%, without the written consent of each Lender, (ix) change any of the provisions of this Section 12.02(b) or the definitions of

157

“Required Lenders” or “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender, (x) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Debt or other obligation (other than as expressly permitted hereunder) without the written consent of each Lender or (xi) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Debt or other obligation (other than as expressly permitted hereunder) without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be. Notwithstanding the foregoing, (A) any supplement to Schedule 7.14 (Subsidiaries), Schedule 7.18 (Gas Imbalances; Other Prepayments), Schedule 7.19 (Marketing Agreements) and Schedule 7.20 (Swap Agreements) shall, in each case, be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders, (B) any Security Instrument may be supplemented to add additional collateral or join additional Persons as Guarantors with the consent of the Administrative Agent, (C) the Borrower and the Administrative Agent may amend this Agreement or any other Loan Document without the consent of the Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document and (D) the Administrative Agent (or other applicable Credit Party) and the Borrower may enter into any amendment, modification or waiver of this Agreement or any other Loan Document or enter into any agreement or instrument to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Mortgaged Property or Property that becomes Mortgaged Property to secure the Obligations for the benefit of the Lenders or as required by any Governmental Requirement to give effect to, protect or otherwise enhance the rights or benefits of any Lender under the Loan Documents without the consent of any Lender.

Section 12.03 Expenses, Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (limited, in the case of legal expenses, to the reasonable and documented out-of-pocket fees, charges and disbursements of one firm of primary legal counsel and one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), and including, without limitation, other reasonable and documented expenses for outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental non-invasive assessments and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by the Administrative Agent or any Lender in connection with any

158

filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal, reinstatement or extension of any Letter of Credit or any demand for payment thereunder, (iv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender (limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of one firm of primary legal counsel and one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Issuing Bank and the Lenders (and in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected parties)), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit

(b) THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ARRANGER, THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED REASONABLE AND DOCUMENTED EXPENSES (LIMITED, IN THE CASE OF LEGAL EXPENSES, TO THE FEES, CHARGES AND DISBURSEMENTS OF ONE FIRM OF PRIMARY LEGAL COUNSEL AND ONE FIRM OF LOCAL COUNSEL IN EACH APPROPRIATE JURISDICTION FOR ALL INDEMNITEES (AND, IN THE CASE OF AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST, OF ANOTHER FIRM OF COUNSEL FOR SUCH AFFECTED INDEMNITEES)), INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE BORROWER OR ANY OTHER LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER

159

IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE LOAN PARTIES BY THE LOAN PARTIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF HAZARDOUS MATERIALS ON OR AT ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY, (x) THE PAST OWNERSHIP BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY LOAN PARTY, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM (A) THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) A MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THIS AGREEMENT OR (C) A DISPUTE SOLELY BETWEEN OR AMONG INDEMNITEES AND NOT INVOLVING ANY ACT OR OMISSION OF THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES (OTHER THAN ANY CLAIMS AGAINST AN INDEMNITEE IN ITS CAPACITY OR FULFILLING ITS ROLE AS THE ADMINISTRATIVE AGENT, AN AGENT OR ARRANGER WITH RESPECT TO THIS AGREEMENT). THIS SECTION 12.03(B) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED REASONABLE AND DOCUMENTED EXPENSES FROM ANY NON-TAX CLAIM.

160

(c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Arranger or the Issuing Bank, or any of the Related Parties of any of the foregoing Persons, under Section 12.03(a) or Section 12.03(b), each Lender severally agrees to pay to the Administrative Agent, the Arranger or the Issuing Bank, or such Related Party, as the case may be, such Lender’s Applicable Percentage (as in effect on the date reimbursement or indemnification is sought under this Section 12.03) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Arranger or the Issuing Bank in its capacity as such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Issuing Bank with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.02(e).

(d) To the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), and no Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby, and (ii) no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d)(ii) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e) All amounts due under this Section 12.03 shall be payable not later than ten days after written demand therefor.

Section 12.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement,

161

expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower; provided that no consent of the Borrower shall be required if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, to any other assignee; provided, further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment; and

(C) the Issuing Bank (such consent not to be unreasonably withheld, conditioned or delayed) provided that no consent of the Issuing Bank shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

162

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent); and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and the Guarantors and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

(iii) Subject to the acceptance and recording thereof pursuant to Section 12.04(b)(iv), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c).

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender.

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b) and any written consent to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall

163

have failed to make any payment required to be made by it pursuant to Section 2.08(d), Section 2.08(e), Section 2.05(b), Section 4.02, Section 12.03(c) or Section 12.04(e) below, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b).

(c) Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 12.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03 (subject to the requirements and limitations therein, including the requirements under Section 5.03(e) (it being understood that the documentation required under Section 5.03(e) shall be delivered to the participating Lender and the information)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b); provided that such Participant (A) agrees to be subject to the provisions of Section 5.04 as if it were an assignee under Section 12.04(b) and (B) shall not be entitled to receive any greater payment under Section 5.01 or Section 5.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.04(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the Proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

164

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section 12.04(d) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (e), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Section 12.05 Survival; Revival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement and in the other Loan Documents or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until Payment in Full. The provisions of Section 5.01, Section 5.02, Section 5.03, Section 12.03 and Article XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

165

(b) To the extent that any payments on the Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall take such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.

Section 12.06 Integration; ENTIRE AGREEMENT; Effectiveness.

(a) This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(b) Except as provided in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 12.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including, without limitation, obligations under Swap Agreements) at any time owing, by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or any other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, the Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such

166

obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

(a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS SHALL BE BROUGHT IN THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

(c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.

167

(d) WAIVER OF JURY TRIAL. EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09.

Section 12.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 12.11 Confidentiality; Material Non-Public Information. Each of the Administrative Agent, the Arranger, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.11, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or bona fide prospective counterparty (or its advisors) to any Swap Agreement relating to the Borrower and its obligations, (g) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, the Arranger, the Issuing Bank, any Lender or any Affiliate of the foregoing Persons on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section 12.11, “Information” means all information received from the Borrower, any of its Affiliates, or any of its or their Related Parties or any Subsidiary relating to the Borrower’s, any of its Affiliates’, any of its or their Related Parties’ or any Subsidiary’s businesses, other than any

168

such information that is available to the Administrative Agent, the Arranger, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrower, any of its Affiliates or any of its or their Related Parties or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 12.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each Lender acknowledges that the Information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and its or their Related Parties or its or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.

All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Related Parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

Section 12.12 Interest Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Notes, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to any Lender that is contracted for, taken, reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the Notes shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by such Lender to the Borrower); and (ii) in the event that the maturity of the Notes is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the date of such acceleration or prepayment

169

and, if theretofore paid, shall be credited by such Lender on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread throughout the stated term of the Loans evidenced by the Notes until Payment in Full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful Rate applicable to such Lender pursuant to this Section 12.12 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender computed at the Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Lender until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without giving effect to this Section 12.12.

Section 12.13 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Section 12.14 Collateral Matters; Swap Agreements; Cash Management Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any Collateral securing the Obligations shall also extend to and be available to Secured Swap Parties and Secured Cash Management Providers on a pro rata basis (but subject to the terms of the Loan Documents, including, without limitation, provisions thereof relating to the application and priority of payments to the Persons entitled thereto) in respect of Secured Swap Obligations and Secured Cash Management Obligations. Except as provided in Section 12.02(b), no Secured Swap Party or Secured Cash Management Provider shall have any voting rights under any Loan

170

Document as a result of the existence of any Secured Swap Obligation or Secured Cash Management Obligation owed to it. Except with respect to the exercise of setoff rights in accordance with Section 12.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.

Section 12.15 No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and the Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including, without limitation, any Subsidiary of the Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, the Issuing Bank or any Lender for any reason whatsoever. There are no third party beneficiaries other than to the extent contemplated by the last sentence of Section 12.04(a).

Section 12.16 USA PATRIOT Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name and address of the Borrower and the Guarantors and other information that will allow such Lender to identify, the Borrower and the Guarantors in accordance with the USA PATRIOT Act.

Section 12.17 Non-Fiduciary Status. The arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arranger, and the Lenders, on the other hand. The Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents. The Administrative Agent, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arranger, or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

171

Section 12.18 Flood Insurance Provisions. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document.

Section 12.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 12.20 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and

172

rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Section 12.21 Releases.

(a) Release Upon the Release Date. Upon the Release Date, any security interest and any guarantee granted pursuant to the Loan Documents in respect of the Collateral or the Obligations shall be released; provided that, the Administrative Agent shall take any action reasonably requested by the Borrower in order to effect or evidence the foregoing, in each case, without recourse or warranty by the Administrative Agent and at the sole expense of the Borrower.

(b) Further Assurances. If any of the Collateral shall be sold, transferred or otherwise Disposed of by the Borrower or any other Loan Party in a transaction permitted by this Agreement or any other Loan Document, then the Administrative Agent, at the request and sole expense of the Borrower, shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Liens created by the applicable Security Instrument on such Collateral. A Guarantor shall be released from its obligations under this Agreement and the other Loan Documents in the event that all of the Equity Interests of such Guarantor shall be sold, transferred or otherwise Disposed of in a transaction permitted by this Agreement and the Administrative Agent, at the request and sole expense of the Borrower, shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable to evidence the release of, or otherwise release, such Guarantor from its obligations under the Loan Documents.

Section 12.22 Electronic Execution; Electronic Records; Counterparts.

(a) This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Borrower, on behalf of itself and the other Loan Parties, and each Credit Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically

173

signed Communication converted into another format, for transmission, delivery and/or retention. Each of the Arranger, each Agent and each Credit Party may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent nor the Issuing Bank is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent or the Issuing Bank has agreed to accept such Electronic Signature, each of the Arranger, each Agent and each Credit Party shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and (ii) upon the request of any Credit Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.

(b) Neither the Administrative Agent nor the Issuing Bank shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s or the Issuing Bank’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent and the Issuing Bank shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

(c) Each of the Borrower, on behalf of itself and the other Loan Parties, and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement and/or any other Loan Document based solely on the lack of paper original copies of this Agreement and/or such other Loan Document, and (ii) any claim against any Agent, Arranger, Credit Party and/or any of their respective Related Parties for any liabilities arising solely from any Agent’s, Arranger’s or Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

174

Section 12.23 Assignment and Assumption from KMF Land to Borrower; Amendment and Restatement; Existing Credit Agreement.

(a) On the Effective Date, (i) KMF Land hereby irrevocably assigns, transfers and conveys all of its rights, duties, liabilities and obligations as the borrower under the Existing Loan Documents to the Borrower, and the Borrower hereby irrevocably accepts such assignment from KMF Land and agrees to be bound by all of the terms, conditions and provisions of, and assumes all of the rights, duties, liabilities and obligations of KMF Land as the borrower under the Existing Loan Documents, in each case to the extent amended, restated and superseded in connection with the transactions contemplated hereby with the same force and effect as if originally named the “Borrower” under the Existing Credit Agreement (and, for the avoidance of doubt, KMF Land shall cease to be the “Borrower” thereunder), (ii) this Agreement shall not constitute a novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations as to payment of the “Loans”, “Letters of Credit” and the “Obligations” (as each such term is defined in the Existing Credit Agreement) or evidence payment of all or any portion of any of KMF Land’s or any of the other Existing Loan Parties’ obligations and liabilities under the Existing Credit Agreement and such amendment and restatement shall operate to renew, amend, modify, and extend all of the rights, duties, liabilities and obligations of the Existing Loan Parties under the Existing Credit Agreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations as to payment of the “Loans”, “Letters of Credit” and the “Obligations” (as each such term is defined in the Existing Credit Agreement) are hereby renewed, amended, modified and extended, and shall not act as a novation thereof, (iii) the “Loans”, “Letters of Credit” and the “Obligations” (as each such term is defined in the Existing Credit Agreement) shall remain outstanding and be continued as the same indebtedness as Loans, Letters of Credit and other Obligations hereunder and shall bear interest and be subject to such other fees as set forth in this Agreement and (iv) the Liens securing the Obligations under and as defined in the Existing Credit Agreement and the rights, duties, liabilities and obligations of the Borrower and the Guarantors as to payment of the “Loans”, “Letters of Credit” and other “Obligations” (as each such term is defined in the Existing Credit Agreement) and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such Obligations and rights, duties, obligations and liabilities as amended, renewed, extended and restated hereby.

(b) Any obligations under the “Fee Letters” as defined in the Existing Credit Agreement shall be of no further force and effect and such “Fee Letters” are hereby terminated. Any “Note” as defined in the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to the applicable Lender under this Agreement, without further action required by any payee thereof, and all “Notes” under the Existing Credit Agreement shall be of no further force and effect.

(c) KMF Land represents and warrants that, immediately prior to the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of any Guarantor) under the Existing Credit Agreement or any of the other Existing Loan Documents. Borrower represents and warrants that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of any Guarantor) under the Existing Credit Agreement or any of the other Existing Loan Documents.

(d) Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, any Lender may exchange, continue or roll over all or a portion of its Loans in connection with the amendment and restatement of the Existing Credit Agreement on the Effective Date and any other refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

175

(e) For the avoidance of doubt, any basket which permits a certain amount of a given type of transaction over any period of time (however denominated), without being deemed to prohibit any transaction occurring prior to the Effective Date, shall be reset such that such basket provision shall cover only time periods from the Effective Date until the Maturity Date.

(f) For the avoidance of doubt, as of the Effective Date, no Person shall be a party to this Agreement or any other Loan Document in any capacity other than in any capacity in which such Person executes this Agreement or any other Loan Document.

[SIGNATURE PAGES INTENTIONALLY OMITTED]

176

EX-10.6

Exhibit 10.6

Execution Version

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

This First Amendment to Note Purchase Agreement (this “Amendment”), dated as of December 29, 2022 (the “First Amendment Effective Date”), to that certain Note Purchase Agreement, dated as of September 21, 2022 (the “Existing Note Purchase Agreement”; as amended by this Amendment, and as the same may be further amended, modified or supplemented, the “Note Purchase Agreement”), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (formerly known as Falcon Minerals Operating Partnership, LP, a Delaware limited partnership) (the “Issuer”), each of the Subsidiaries of Issuer party hereto as Guarantors, the various Holders party hereto (the “Holders”), and U.S. Bank Trust Company, National Association, as agent for the Holders (in such capacity, the “Agent”).

RECITALS:

WHEREAS, the Issuer has requested that the Agent and the Holders consent to certain amendments to the Existing Note Purchase Agreement and the Agent and the Holders party hereto are willing to agree to this Amendment, on the terms and subject to the conditions contained herein;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note Purchase Agreement. Unless otherwise indicated, all section references in this Amendment refer to sections of the Note Purchase Agreement.

SECTION 2.Amendments to the Existing Note Purchase Agreement.

Section 2.01 Section 1.02 is hereby amended by adding the following new defined terms where alphabetically appropriate to read in their entirety as follows:

“Brigham Borrowing Base” means, at any particular time, the Dollar amount determined to be the “Borrowing Base” under and as defined in, and as redetermined or otherwise adjusted in accordance with the terms of, the Brigham RBL Credit Agreement (as in effect on the First Amendment Effective Date).

“Brigham Entities” means Brigham Minerals Holdings, LLC, a Delaware limited liability company, and the Subsidiaries thereof, including Brigham Resources, LLC, a Delaware limited liability company, Brigham Minerals, LLC, a Delaware limited liability company, and Rearden Minerals, LLC, a Delaware limited liability company.

“Brigham Loan Papers” means, collectively, each “Loan Paper” as defined in the Brigham RBL Credit Agreement as in effect on the First Amendment Effective Date.

“Brigham RBL Credit Agreement” means that certain Credit Agreement dated as of May 16, 2019, among Brigham Resources, each of the lenders from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent, as amended on or prior to the First Amendment Effective Date and as such agreement may be further amended, extended, supplemented, waived or otherwise modified from time to time.

“Brigham Unrestricted Subsidiary Distribution” has the meaning set forth in Section 7.04(h).

“Fold In” means the designation of each of the Brigham Entities as (a) Restricted Subsidiaries under this Agreement and (b) “Restricted Subsidiaries” (as defined in the RBL Credit Agreement) under the RBL Credit Agreement.

“Fold In Date” means the date of consummation of the Fold In.

“Permitted Intercompany Activities” means any services rendered or transactions between or among the Issuer and its Subsidiaries (for the avoidance of doubt, including Unrestricted Subsidiaries) in respect of (a) payroll, purchasing and insurance, (b) management, technology and licensing arrangements and (c) land file and revenue statement administration, land management services, engineering services, mineral and royalty management and administration, lease negotiation and any other similar activities that are necessary or advisable to the business of the Issuer and its Subsidiaries (including Unrestricted Subsidiaries); provided that Permitted Intercompany Activities shall not include any purchase, sale, lease or exchange of any cash, Oil and Gas Properties or other Property between or among TopCo, the Parent, the Issuer and its Subsidiaries (for the avoidance of doubt, including Unrestricted Subsidiaries).

“Specified Unrestricted Period” means the period commencing on Brigham Merger Closing Date and ending on the earlier of (a) the Fold In Date and (b) June 30, 2023.

“Permitted Tax Distribution” means, (a) for any taxable period (or portion thereof) for which any of the Note Parties are members of a consolidated, combined, unitary or similar income or franchise tax group for U.S. federal or applicable state or local income or franchise tax purposes of which TopCo or any direct or indirect parent company of TopCo is the common parent (a “Tax Group”) or for which the Issuer is a partnership or disregarded entity for U.S. federal or applicable state or local income or franchise tax purposes in any applicable taxing jurisdiction that is wholly-owned (directly or indirectly) by an entity that is taxable as a corporation for such income or franchise tax purposes, cash distributions to pay the portion of any U.S. federal, state or local income or franchise taxes (as applicable) of such Tax Group or such parent company for such taxable period that are attributable to the net taxable income of the Note Parties (and, to the extent permitted below, the applicable Unrestricted Subsidiaries); provided that a distribution under this clause shall not exceed the amount of Taxes that the Note Parties would have paid as a single corporation or as a stand-alone Tax Group, and (b) without duplication of amounts payable under clause (a), with respect to any taxable period during which the Issuer is a partnership for U.S. federal income tax purposes, or is disregarded as separate from an entity classified as a partnership for United States federal income tax purposes, cash distributions to the holders of its Equity Interests, on or prior to each estimated tax payment date as well as each other applicable due date, in an amount described in Section 4.01(b) of the Agreement of Limited Partnership of the Issuer (as in effect on the Amendment No. 1 Effective Date); provided that, notwithstanding the foregoing, distributions or dividends under this definition in respect of any Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Issuer or any of its Restricted Subsidiaries for such purpose.”

Section 2.02 Section 1.02 is hereby amended by amending and restating the following definitions in their entirety to read as follows:

2

“Brigham Merger Closing Date” means (a) with respect to (i) the definitions of “Change in Control” and “Permitted Holders” and (ii) Section 7.05(l), the Closing Date (as defined in the Brigham Merger Agreement) and (b) otherwise, the Fold In Date.

“Brigham Permitted Holders” means (a) Pine Brook BXP Intermediate, L.P., Pine Brook BXP II Intermediate, L.P., Pine Brook PD Intermediate, L.P., (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, Warburg Pincus Energy (E&P)-A (Brigham), LLC, (c) Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P., Yorktown Energy Partners XI, L.P., YT Brigham Co Investment Partners, LP, and (d) any of the foregoing Persons’ Affiliates (other than portfolio companies thereof) or any fund managed or administered by any such Person or any of its Affiliates.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, the so-called Donetsk People’s Republic (DNR) region of Ukraine, the non-government controlled areas of Zaporizhzhia and Kherson, the so-called Luhansk People’s Republic (LNR) region of Ukraine, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

“TopCo” means Snapper Merger Sub I, Inc., a Delaware corporation, to be renamed “Sitio Royalties Corp.” upon consummation of the Brigham Merger on the Brigham Merger Closing Date.

Section 2.03 Section 1.02 is hereby amended by amending and restating the clause (c) of definition “Change in Control” as follows: “(c) on or after the Brigham Merger Closing Date, TopCo shall cease to (i) own 100% of the voting interest in the Equity Interests of Parent or (ii) Control Parent;”.

Section 2.04 Section 1.02 is hereby amended by adding the following at the end of clause (a) of the definition “Consolidated Net Income”: “provided that, for purposes of calculating Discretionary Cash Flow for any Fiscal Quarter, Consolidated Net Income shall not include the amount of any Brigham Unrestricted Subsidiary Distributions received by the Issuer or any Consolidated Restricted Subsidiaries during such Fiscal Quarter solely to the extent such Brigham Unrestricted Subsidiary Distributions were distributed by the Issuer to the holders of its Equity Interests within five (5) Business Days after the Issuer’s or a Consolidated Restricted Subsidiary’s receipt of the corresponding Brigham Unrestricted Subsidiary Distribution;”.

Section 2.05 Section 1.02 is hereby amended by adding the following at the end of clause (b)(iii) of the definition “Discretionary Cash Flow”: “(other than, during the Specified Unrestricted Period, any such Permitted Tax Distributions in respect of the Brigham Entities that are Unrestricted Subsidiaries for which one or more corresponding Brigham Unrestricted Subsidiary Distributions were made to fund such Permitted Tax Distributions and such Permitted Tax Distributions were funded within five (5) Business Days after the Issuer’s or a Consolidated Restricted Subsidiary’s receipt of the corresponding Brigham Unrestricted Subsidiary Distribution)”.

Section 2.06 Section 1.02 is hereby amended by amending and restating the last sentence of the definition of “Disposition” in its entirety to read as follows:

It is understood and agreed that “Disposition” and “Dispose” and “Disposed” shall not be deemed to include any issuance by the Issuer, the Parent or TopCo of any of its Equity Interests to another Person or by any Restricted Subsidiary of any of its Equity Interests to the Issuer or another Restricted Subsidiary.

3

Section 2.07 Section 1.02 is hereby amended by amending and restating clause (b)(iv) of the definition of “EBITDA” in its entirety to read as follows:

(iv) one-time transaction costs and expenses (including, for the avoidance of doubt, legal and accounting costs and expenses, retention charges and severance costs) incurred in connection with the negotiation, execution, delivery and consummation of (A) the Transactions, (B) the other transactions contemplated by this Agreement and the other Note Documents, (C) the Transactions (as defined in the RBL Credit Agreement), the First Amendment Transactions (as defined in the RBL Credit Agreement), the Second Amendment Transactions (as defined in the RBL Credit Agreement), the Third Amendment Transactions (as defined in the RBL Credit Agreement) and the Fourth Amendment Transactions (as defined in the RBL Credit Agreement), (D) the other transactions contemplated by the RBL Credit Agreement and the RBL Loan Documents and (E) the transactions expressly permitted by the Existing Credit Agreement (as defined in the RBL Credit Agreement) and the other “Loan Documents” as described in the Existing Credit Agreement which occurred prior to the Effective Date (as defined in the RBL Credit Agreement),

Section 2.08 Section 1.02 is hereby amended by adding “TopCo,” immediately prior to each reference to “the Parent” in the definitions of “Net Asset Sale Proceeds” and “Net Casualty Event Proceeds”.

Section 2.09 Section 1.02 is hereby amended by adding the following at the end of the definition “Parent”: “, to be re-named “STR Sub Inc.” upon consummation of the Brigham Merger.

Section 2.10 Section 1.02 is hereby amended by amending and restating the definition of “Permitted Equity Acquisition” in its entirety to read as follows: “

“Permitted Equity Acquisition” means the acquisition, by merger or otherwise, by the Issuer or any Guarantor of Equity Interests (other than Disqualified Capital Stock) in another Person, so long as (a) at the time of and immediately after giving effect thereto, no Event of Default has occurred and is continuing or would result therefrom, (b) after giving effect to such acquisition, the Issuer will be in compliance with Section 7.06, (c) all actions required to be taken with respect to any acquired or newly formed Subsidiary under Section 6.13 shall have been taken or will be taken within the time periods set forth therein, and (d) the Consolidated Total Leverage Ratio, calculated on a pro forma basis immediately after giving effect to such acquisition and any related incurrence or repayment of Debt occurring in connection therewith, is (i) not greater than the Consolidated Total Leverage Ratio calculated immediately prior to giving effect to such acquisition and any related incurrence or repayment of Debt occurring in connection therewith and (ii) less than or equal to 3.50 to 1.00, in each case, as the Consolidated Total Leverage Ratio is recomputed on the date of such acquisition using (x) Total Net Debt outstanding on such date and (y) EBITDA for the most recently ended Rolling Period (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available.

Section 2.11 Section 1.02 is hereby amended by adding the following at the end of the definition “Retained Discretionary Cash Flow”: “(other than, during the Specified Unrestricted Period, any such Permitted Tax Distributions in respect of the Brigham Entities for which one or more corresponding Unrestricted Subsidiary Distributions were made to fund such Permitted Tax Distributions and such Permitted Tax Distributions were funded within five (5) Business Days after the Issuer’s or a Consolidated Restricted Subsidiary’s receipt of the corresponding Brigham Unrestricted Subsidiary Distribution)”.

4

Section 2.12 Section 4.13 is hereby amended by replacing the reference to “Section 4.17” therein with “Section 7.15”.

Section 2.13 (a) Section 6.01(a), Section 6.01(b) and the final paragraph of Section 6.01 are hereby amended by replacing each reference to “Parent” therein with “TopCo” and (b) Section 6.01(g) is hereby amended by adding “, TopCo” after each reference to “Parent” therein.

Section 2.14 (a) Section 6.01(a) is hereby amended by replacing (i) reference to “the Issuer and its Consolidated Subsidiaries” at the end of the first sentence thereof and (ii) the first reference to “the Issuer and its Consolidated Subsidiaries” in the second sentence thereof, in each case, with “the Issuer and its Consolidated Restricted Subsidiaries” and (b) Section 6.01(b) is hereby amended by replacing (i) reference to “the Issuer and its Consolidated Subsidiaries” at the end of the first sentence thereof and (ii) the first reference to “the Issuer and its Consolidated Subsidiaries” in the second sentence thereof, in each case, with “the Issuer and its Consolidated Restricted Subsidiaries”.

Section 2.15 Section 6.01(o) is hereby amended by adding the words “or TopCo” after the words “press release of the Issuer”.

Section 2.16 Section 7.04 is hereby amended by amending and restating clause (c) its entirety to read as follows:

(c) the Issuer may (i) if no Event of Default under Sections 8.01(a), 8.01(b), 8.01(h) or 8.01(i) exists immediately before and after giving effect to such Restricted Payment, declare and pay Permitted Tax Distributions and (ii) make distributions to any direct or indirect parent (including TopCo) to pay Public Company Compliance costs, operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting, and similar expenses payable to third parties), which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors or officers of TopCo, in each case to the extent such expenses and costs are directly attributable to the ownership or operations of TopCo, the Issuer and its Subsidiaries;

Section 2.17 Section 7.04 is hereby amended by (a) deleting the word “and” at the end of clause (f), (b) replacing the “.” at the end of clause (g) with “; and”, and (c) adding the following at the end thereof:

(h) during the Specified Unrestricted Period and thereafter until the Issuer delivers financial statements pursuant to Section 6.01(a) or Section 6.01(b), as applicable, in respect of the Fiscal Quarter in which the Fold In Date occurs, to the extent any Brigham Entity that is an Unrestricted Subsidiary (or any Brigham Entity that was an Unrestricted Subsidiary as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which the Fold In Date occurs) pays a cash dividend or makes a cash distribution to the Issuer or any Consolidated Restricted Subsidiary (a “Brigham Unrestricted Subsidiary Distribution”), the Issuer may, within five (5) Business Days after receiving such Brigham Unrestricted Subsidiary Distribution, make one or more cash distributions to the holders of its Equity Interests in an aggregate amount not to exceed (i) the amount of such Brigham Unrestricted Subsidiary Distribution less (ii) any portion of such Brigham Unrestricted Subsidiary Distribution that was made for the purpose of funding a Permitted Tax Distribution in respect of the Brigham Entities that are Unrestricted Subsidiaries, so long as the conditions set forth in Section 7.04(d)(ii), Section 7.04(d)(iii) and Section 7.04(d)(iv) are satisfied with respect to each such distribution.

Section 2.18 Section 7.05(l) is hereby amended by (i) replacing the words ‘pro form’ with ‘pro forma’.

5

Section 2.19 Section 7.05(m) is hereby amended by (a) deleting the “.” and replacing with “; and”.

Section 2.20 Section 7.05 is hereby amended by adding the following new Section 7.05(n) to read in its entirety as follows:

(n) to the extent constituting Investments, (i) transaction expenses paid by the Issuer or any other Note Party on behalf of any of the Brigham Entities in connection with the Brigham Merger and (ii) after the Brigham Merger Closing Date and during the Specified Unrestricted Period, other payments made by the Issuer or any other Note Party on behalf of any of the Brigham Entities in an aggregate amount not to exceed $15,000,000.

Section 2.21 Section 7.13 is hereby amended and restated in its entirety to read as follows:

Section 7.13 Transactions with Affiliates. Except for (a) payment of Restricted Payments expressly permitted by Section 7.04, (b) Investments expressly permitted by Section 7.05(e), Section 7.05(m) or Section 7.05(n) and (c) during the Specified Unrestricted Period, Permitted Intercompany Activities, the Issuer will not, and will not permit any other Note Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than transactions between the Issuer and any Guarantor and transactions between Guarantors) unless such transaction is otherwise permitted under this Agreement and is upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate. Notwithstanding anything to the contrary contained herein, the restrictions set forth in this Section 7.13 shall not apply with to (x) the acquisition permitted under Section 7.05(m), (y) the Investments permitted under Section 7.05(n) and (z) the merger permitted by the final sentence of Section 7.10.

Section 2.22 Section 7.14 is hereby amended and restated in its entirety to read as follows:

Section 7.14 Subsidiaries; Designation of Restricted and Unrestricted Subsidiaries.

(a) Unless designated in writing to the Agent by the Issuer in accordance with Section 7.14(b), any Person that becomes a Subsidiary of the Issuer or any of its Restricted Subsidiaries after the Closing Date (whether by formation, acquisition, merger or otherwise) shall be classified as a Restricted Subsidiary. Notwithstanding anything to the contrary contained in this Section 7.14, during the Specified Unrestricted Period, each of the Brigham Entities shall be classified as an Unrestricted Subsidiary without further action by any party hereto (and for the avoidance of doubt, without compliance with the requirements under Section 7.14(b)).

(b) The Issuer may designate, by prior written notice thereof to the Agent, any Restricted Subsidiary (including a newly formed or newly acquired Subsidiary) as an Unrestricted Subsidiary; provided that (i) both immediately before, and immediately after giving effect to such designation, no Event of Default or Borrowing Base Deficiency exists or would result from such designation, (ii) such Subsidiary is not a “restricted subsidiary” for purposes of any indenture or other agreement governing Debt for borrowed money of the Issuer or a Restricted Subsidiary; (iii) such designation shall be deemed to be an Investment in an amount equal to the fair market value of the Issuer’s direct and indirect ownership interest in such Subsidiary and such designation shall be permitted only to the extent such Investment is permitted under Section 7.05(g) or Section 7.05(l) on the date of such designation (without regard to any future fluctuations in value); (iv) such designation shall be deemed to be a Disposition pursuant to which the provisions of Section 7.11 shall apply; (v) after giving effect to such designation, such Subsidiary is in compliance with the requirements of Section 6.16; and (vi) the Agent

6

shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses (i)-(v) above (and, in the case of clause (i)(B) above, setting forth reasonably detailed calculations). Except as provided in this Section 7.14, no Subsidiary may be designated (and no Restricted Subsidiary may be redesignated) as an Unrestricted Subsidiary.

(c) The Issuer may designate by prior written notice thereof to the Agent any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) both immediately before, and immediately after giving effect to such designation, (A) no Event of Default or Borrowing Base Deficiency exists or would result from such designation, (B) on a Pro Forma Basis, the Consolidated Total Leverage Ratio as of the last day of the most recently ended Rolling Period is less than or equal to 3.50:1.00, and (C) the representations and warranties of the Note Parties contained in this Agreement and each of the other Note Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such date), (iii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be the incurrence at the time of designation of any Investment, Debt, or Liens of such Subsidiary existing at such time, and the Issuer shall be in compliance with Article VII after giving effect to such designation, (iv) immediately after giving effect to such designation, the Issuer and such Subsidiary shall be in compliance with the requirements of Section 6.13 and (v) the Agent shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses (i)-(iv) above (and in the case of clause (i)(B) above, setting forth reasonably detailed calculations).

(c) The Issuer shall not, and shall not permit any Restricted Subsidiary to, Dispose of any Equity Interests in any Restricted Subsidiary except in compliance with Section 7.10, Section 7.11(d) or Section 7.11(e). Neither the Issuer nor any Restricted Subsidiary shall have any Foreign Subsidiaries and there shall be no Restricted Subsidiaries that are not Wholly-Owned Subsidiaries.

Section 2.23 Section 7.18 is hereby amended by adding a clause (c) at the end thereof to read as follows: “The Issuer will not, and will not permit any other Note Party to, amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Brigham Merger Agreement if the effect thereof would be materially adverse to the Holders.”.

Section 2.24 The Existing Note Purchase Agreement is hereby amended by including a new Section 7.21 directly following Section 7.20 as follows:

Section 7.21 Debt of Brigham Entities. So long as the Brigham Entities are classified as Unrestricted Subsidiaries, the Issuer will not permit any of the Brigham Entities to incur, create, assume or suffer to exist any Debt, except:

(a) Debt incurred under the Brigham RBL Credit Agreement and the other Brigham Loan Papers; provided that (i) all such Debt under the Brigham RBL Credit Agreement shall be incurred under a single conforming commercial banking revolving borrowing base facility for oil and gas secured loan transactions with no differentiation among the lenders and all such Debt is pari passu in right of payment, pricing, maturity, security and liquidation thereof, (ii) the Brigham Borrowing Base is a Conforming Borrowing Base and the Debt incurred under the Brigham RBL Credit Agreement is incurred subject to the terms of a Conforming Borrowing Base and (iii) the Person acting as administrative agent under the Brigham RBL Credit Agreement is a

7

commercial bank, has experience acting as administrative agent for commercial banking secured revolving reserved based oil and gas credit facilities, has the ability and capacity to evaluate, propose and administer the Brigham Borrowing Base under the Brigham RBL Credit Agreement and is not an Affiliate of the Borrower; and

(b) other Debt permitted under Sections 9.1(b), 9.1(d) and 9.1(f) of the Brigham RBL Credit Agreement (as in effect on the First Amendment Effective Date) and Debt constituting a guarantee by any Brigham Entity of any Debt of one or more other Brigham Entities that is permitted under Sections 9.1(b), 9.1(d) and 9.1(f) of the Brigham RBL Credit Agreement (as in effect on the First Amendment Effective Date).

Section 2.25 Section 8.01 is hereby amended by adding the following at the end thereof: “(n) the Fold In is not consummated on or prior to June 30, 2023;”

Section 2.26 Section 11.05(b)(iv) is hereby amended by adding the following at the end thereof: “for the avoidance of doubt, without the written consent of the Specified Holders, no amendment, modification, termination, waiver or consent shall amend, modify, terminate or waive any provision of, or waive any Default or Event of Default under, Section 8.01(n);”

SECTION 3.Corrective Amendment. The Issuer and the Holders have jointly identified the following technical error in Section 8.01(d): there is a specific reference to “Section 6.01(m)” that was intended by the parties to be a reference to Section 6.01(l). Accordingly, effective as of the Closing Date, Section 8.01(d) is hereby amended by replacing the reference to “Section 6.01(m)” with “Section 6.01(1)”.

SECTION 4.Conditions Precedent. The effectiveness of this Amendment is subject to the following:

(a) Certain Documents. Each Holder and the Agent shall have received executed counterparts of this Amendment, duly executed by the Issuer, the Guarantors, the Agent and each of the Holders.

(b) Amendment to RBL Credit Agreement. All of the conditions precedent to the effectiveness of the RBL Amendment (as defined below) shall have been satisfied (or waived) or will be satisfied (or waived) substantially concurrently with the effectiveness of this Amendment in accordance with the RBL Amendment. The Agent shall have received counterparts of the Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of the First Amendment Effective Date (the “RBL Amendment”), by and among the Issuer, the other Guarantors, the RBL Lenders party thereto, and the RBL Administrative Agent, in form and substance reasonably satisfactory to the Requisite Holders, certified as being true and complete by a Responsible Officer of the Issuer.

(c) Amendment to Brigham RBL Credit Agreement. All of the conditions precedent to the effectiveness of the Brigham RBL Amendment (as defined below) shall have been satisfied (or waived) or will be satisfied (or waived) substantially concurrently with the effectiveness of this Amendment in accordance with the Brigham RBL Amendment. The Agent shall have received (i) counterparts of the Sixth Amendment to Credit Agreement, dated as of the First Amendment Effective Date (the “Brigham RBL Amendment”), by and among Brigham Resources, LLC, as borrower, the financial institutions party thereto and Wells Fargo Bank, N.A., as administrative agent, and (ii) copies of (A) the Brigham RBL Credit Agreement (as in effect as of the First Amendment Effective Date) and (B) the other Brigham RBL Loan Papers (other than the Notes (as defined in the Brigham RBL Credit Agreement), the Letters of Credit (as defined in the Brigham RBL Credit Agreement), any fee letters, any certificates and any other Brigham RBL Loan Papers not required by the Requisite Holders to be delivered in connection herewith), each in form and substance reasonably satisfactory to the Requisite Holders and certified as being true and complete by a Responsible Officer of the Issuer.

8

(d) Brigham Merger Agreement. The Agent shall have received executed copies of the Brigham Merger Agreement (as in effect as of the First Amendment Effective Date) and any other documents related to the Brigham Merger reasonably requested by the Agent (at the direction of the Requisite Holders), each certified as being true and complete by a Responsible Officer of the Issuer.

(e) Issuer’s Agreement of Limited Partnership. The Issuer’s limited partnership agreement and all amendments or other modifications thereto, certified as being true and complete as of the First Amendment Effective Date by a Responsible Officer of the Issuer.

(f) Representations and Warranties. The Issuer shall deliver to the Agent and the Holders a certificate (i) certifying that each of the representations and warranties contained in Section 5 of this Amendment shall be true and correct and (ii) certifying that the amendments delivered pursuant to Section 4(b) and Section 4(c) are true and correct.

(f) Expenses. The Issuer shall have paid to the Agent and the Holders all amounts (invoiced at least two (2) Business Days prior to the First Amendment Effective Date (or such shorter time as is reasonably acceptable to the Issuer) with reasonable detail) required to be paid pursuant to Section 11.02 of the Note Purchase Agreement.

The Agent (at the direction of the Holders) shall notify the Issuer and the Holders of the First Amendment Effective Date, and such notice shall be conclusive and binding.

Without limiting the generality of the provisions of Section 9.03 of the Note Purchase Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Holder as of the First Amendment Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Holder unless the Agent shall have received written notice from such Holder prior to the First Amendment Effective Date specifying its objection thereto.

SECTION 5.Representations and Warranties. Issuer and each other Note Party hereby represents and warrants to the Agent and each Holder that the following statements are true and correct:

(a) After giving effect to this Amendment, all representations and warranties made by the Issuer contained herein or in the other Note Documents shall be true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates);

(b) This Amendment has been duly executed and delivered by the Issuer and each Guarantor, as applicable, and constitutes a legal, valid and binding obligation of the Issuer and each Guarantor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

9

(c) The execution, delivery and performance by the Issuer and such other Note Party of this Amendment are within the Issuer’s and such other Note Party’s corporate or equivalent powers, have been duly authorized by all necessary company action, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority and do not violate or constitute a default under any provision of applicable law or material agreement binding upon the Issuer or such other Note Party or result in the creation or imposition of any Lien upon any of the assets of the Issuer or such other Note Party;

(d) This Amendment constitutes a legal, valid and binding obligation of the Issuer and such other Note Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(e) At the time of and immediately after giving effect to this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) no Default (as defined in the RBL Credit Agreement on the date hereof, or any functionally equivalent term) or Event of Default (as defined in the RBL Credit Agreement on the date hereof, or any functionally equivalent term) has occurred and is continuing (and that has not been waived); and

(f) Since the Closing Date, and as of the date hereof, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

SECTION 6.Expenses. The Issuer agrees to pay all reasonable out-of-pocket expenses incurred by the Agent, the Holders and their Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Holders, in accordance with and to the extent required by Section 11.02 of the Note Purchase Agreement.

SECTION 7.Reference to and Effect on the Note Documents.

(a) From and after the First Amendment Effective Date, each reference in the Existing Note Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Note Documents to the Note Purchase Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Note Purchase Agreement.

(b) Except as expressly amended hereby, all of the terms and provisions of the Existing Note Purchase Agreement and all other Note Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any Holder under the Existing Note Purchase Agreement or any Note Document, or constitute a waiver or amendment of any other provision of the Existing Note Purchase Agreement or any Note Document except as and to the extent expressly set forth herein. Section 11.08 of the Note Purchase Agreement remains in full force and effect and is hereby ratified and confirmed by each of the Issuer and each other Note Party. Except as expressly provided herein, neither the execution by the Agent or the Holders of this Amendment, nor any other act or omission by the Agent or the Holders or their respective officers in connection herewith, shall be deemed a waiver by the Agent or the Holders of any defaults which may exist or which may occur in the future under the Note Purchase Agreement and/or the other Note Documents (collectively, “Violations”). Similarly, nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect Agent’s or any Holder’s right at any time to exercise any right, privilege or remedy in connection with the Note Documents with respect to any Violations, (ii) amend or alter any provision of the Note Purchase Agreement, the other Note Documents, or any other contract or

10

instrument, except as expressly set forth herein, or (iii) constitute any course of dealing or other basis for altering any obligation of Issuer or any right, privilege or remedy of the Agent or the Holders under the Note Purchase Agreement, the other Note Documents, or any other contract or instrument.

(d) Each of the Issuer and each other Note Party hereby confirms that this Amendment shall not constitute a novation and that the guaranties, security interests and liens granted pursuant to the Note Documents (as amended hereby) continue to guarantee and secure the Obligations as set forth in the Note Documents (as amended hereby) and that such guaranties, security interests and liens remain in full force and effect.

SECTION 8.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

SECTION 9.Governing Law. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 10.Note Document and Integration. This Amendment is a Note Document, and together with the other Note Documents, represents the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties.

SECTION 11.Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

SECTION 12.Severability. In case any provision in or obligation under this Amendment or any Note or other Note Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 13.Authorization by Holders. By their execution hereof, each Holder signatory hereto, constituting the Holders, directs, authorizes and consents to the Agent’s execution of this Amendment.

SECTION 14.Miscellaneous. Sections 11.01 (Notices), 11.03 (Indemnity; Limitation of Liability), 11.15 (CONSENT TO JURISDICTION), 11.16 (WAIVER OF JURY TRIAL) and 11.24 (Third Party Beneficiaries) of the Existing Note Purchase Agreement are hereby incorporated by reference mutatis mutandis.

[Signature Pages Follow]

11

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

ISSUER:	SITIO ROYALTIES OPERATING PARTNERSHIP, LP
	By:	/s/ Carrie Osicka
	Name:	Carrie Osicka
	Title:	Chief Financial Officer

Signature Page to First Amendment to Note Purchase Agreement

GUARANTORS:	DGK ORRI COMPANY, L.P.,
	a Delaware limited partnership
	By: Sitio Royalties GP, LLC, its general partner
	By:	/s/ Carrie Osicka
	Name:	Carrie Osicka
	Title:	Chief Financial Officer
	NOBLE EF DLG LP, a Texas limited partnership
	By: Noble EF DLG GP LLC, its general partner
	By:	/s/ Carrie Osicka
	Name:	Carrie Osicka
	Title:	Chief Financial Officer
	NOBLE EF LP, a Texas limited partnership
	By: Noble EF GP LLC, its general partner
	By:	/s/ Carrie Osicka
	Name:	Carrie Osicka
	Title:	Chief Financial Officer
	NOBLE MARCELLUS LP, a Delaware limited partnership
	By: Noble Marcellus GP LLC, its general partner
	By:	/s/ Carrie Osicka
	Name:	Carrie Osicka
	Title:	Chief Financial Officer
	VICKICRISTINA, L.P., a Delaware limited partnership
	By: Sitio Royalties GP, LLC, its general partner
	By:	/s/ Carrie Osicka
	Name:	Carrie Osicka
	Title:	Chief Financial Officer

Signature Page to First Amendment to Note Purchase Agreement

FALCON EAGLE FORD, L.P.,
a Delaware limited partnership
By: Sitio Royalties GP, LLC, its general partner
By:	/s/ Carrie Osicka
Name:	Carrie Osicka
Title:	Chief Financial Officer
KMF LAND, LLC, a Delaware limited partnership
By:	/s/ Carrie Osicka
Name:	Carrie Osicka
Title:	Chief Financial Officer
DPM HOLDCO, LLC, a Delaware limited partnership
By:	/s/ Carrie Osicka
Name:	Carrie Osicka
Title:	Chief Financial Officer
NOBLE EF DLG GP LLC, a Texas limited liability company
By:	/s/ Carrie Osicka
Name:	Carrie Osicka
Title:	Chief Financial Officer
NOBLE EF GP LLC, a Texas limited liability company
By:	/s/ Carrie Osicka
Name:	Carrie Osicka
Title:	Chief Financial Officer
NOBLE MARCELLUS GP, LLC, a Delaware limited liability company
By:	/s/ Carrie Osicka
Name:	Carrie Osicka
Title:	Chief Financial Officer

Signature Page to First Amendment to Note Purchase Agreement

AGENT:	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Agent
	By:	/s/ Prital Patel
	Name:	Prital K. Patel
	Title:	Vice President

Signature Page to First Amendment to Note Purchase Agreement

HOLDERS:	EOC PARTNERS CO-INVEST FUND – S LP
	By:	/s/ Richard Punches
	Name:	Richard Punches
	Title:	Managing Director
	EOC PARTNERS FUND – C L.P.
	By:	/s/ Richard Punches
	Name:	Richard Punches
	Title:	Managing Director

Signature Page to First Amendment to Note Purchase Agreement

EIG GLOBAL PROJECT FUND V HOLDINGS, L.P
By: EIG GPF V Holdings GP, LLC, its general partner
By: EIG Asset Management, LLC, its sole member
By:	/s/ Clayton Taylor
Name: Clayton R. Taylor
Title: Managing Director
By:	/s/ Kathleen Turner
Name: Kathleen Turner
Title: Associate Counsel
PACIFIC INDEMNITY COMPANY
By: EIG Credit Management Company, LLC, its manager
By:	/s/ Clayton Taylor
Name: Clayton R. Taylor
Title: Managing Director
By:	/s/ Kathleen Turner
Name: Kathleen Turner
Title: Associate Counsel
EIG RIVER ENERGY PARTNERS, L.P.
By: EIG Management Company, LLC, its manager
By:	/s/ Clayton Taylor
Name: Clayton R. Taylor
Title: Managing Director
By:	/s/ Kathleen Turner
Name: Kathleen Turner
Title: Associate Counsel

Signature Page to First Amendment to Note Purchase Agreement

CARDINAL ENERGY LP
By: EIG Credit Management Company, LLC, its manager
By:	/s/ Clayton Taylor
Name:	Clayton R. Taylor
Title:	Managing Director
By:	/s/ Kathleen Turner
Name:	Kathleen Turner
Title:	Associate Counsel
FS ENERGY AND POWER FUND
By: FS/EIG Advisor, LLC, its investment adviser
By:	/s/ Clayton Taylor
Name:	Clayton R. Taylor
Title:	Authorized Person
By:	/s/ Kathleen Turner
Name:	Kathleen Turner
Title:	Associate Counsel

Signature Page to First Amendment to Note Purchase Agreement

BLACKROCK CAPITAL ALLOCATION TRUST
By: Blackrock Advisors, LLC, as Investment Advisor
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director
BLACKROCK GLOBAL LONG/SHORT CREDIT FUND OF BLACKROCK FUNDS IV
By: Blackrock Advisors, LLC, as Investment Manager
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director
BLACKROCK STRATEGIC INCOME OPPORTUNITIES PORTFOLIO OF BLACKROCK FUNDS V
By: Blackrock Advisors, LLC, as Investment Advisor
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director

Signature Page to First Amendment to Note Purchase Agreement

BLACKROCK STRATEGIC GLOBAL BOND FUND, INC.
By: BlackRock Advisors, LLC, the Fund’s Investment Manager
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director
STRATEGIC INCOME OPPORTUNITIES FUND
By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the Strategic Income Opportunities Fund
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director
BLACKROCK TOTAL RETURN BOND FUND
By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the BlackRock Total Return Bond Fund
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director

Signature Page to First Amendment to Note Purchase Agreement

BLACKROCK GLOBAL FUNDS – FIXED INCOME GLOBAL OPPORTUNITIES FUND
By: BlackRock Financial Management, Inc., its Investment Advisor
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director
BRIGHTHOUSE FUNDS TRUST II – BLACKROCK BOND INCOME PORTFOLIO
By: BlackRock Advisors, LLC, as Investment Advisor
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director
MASTER TOTAL RETURN PORTFOLIO OF MASTER BOND LLC
By: BlackRock Financial Management, Inc., its Registered Sub-Advisor
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Managing Director

Signature Page to First Amendment to Note Purchase Agreement

EX-10.7

Exhibit 10.7

Execution Version

SIXTH AMENDMENT TO CREDIT AGREEMENT

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”), dated December 29, 2022 (the “Sixth Amendment Effective Date”), is among BRIGHAM RESOURCES, LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors, if any (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Banks party hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Recitals

A. The Borrower, the Administrative Agent and the Banks are parties to that certain Credit Agreement dated as of May 16, 2019 (as amended prior to the date hereof, the “Credit Agreement”), pursuant to which the Banks have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

B. The parties hereto desire to enter into this Sixth Amendment to, among other things, amend certain terms of the Credit Agreement, in each case, as set forth herein and to be effective as of the Sixth Amendment Effective Date.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Sixth Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Sixth Amendment refer to the Credit Agreement.

Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Sixth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Sixth Amendment Effective Date in the manner provided in this Section 2.

2.1 Credit Agreement. The Credit Agreement (other than the signature pages, Exhibits and Schedules thereto) shall be amended effective as of the Sixth Amendment Effective Date in its entirety to read as set forth in the attached Annex A.

2.2 Exhibit F to Credit Agreement. Exhibit F to the Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit F attached hereto, and Exhibit F attached hereto shall be deemed to be attached as Exhibit F to the Credit Agreement.

Section 3. Conditions Precedent. The effectiveness of this Sixth Amendment is subject to the following:

3.1 Counterparts. The Administrative Agent shall have received counterparts of this Sixth Amendment from the Credit Parties and the Banks constituting the Majority Banks.

3.2 Other Fees and Expenses. The Administrative Agent shall have received all fees separately agreed to by the Borrower with the Arranger, Administrative Agent, and/or any Bank and any fees and other amounts due and payable pursuant to Section 14.3 of the Credit Agreement, in each case, on or prior to the Sixth Amendment Effective Date.

Page 1

3.3 Amendment to Sitio Credit Facilities. All of the conditions precedent to the effectiveness of each of the Sitio Amendments (as defined below) shall have been satisfied (or waived) or will be satisfied (or waived) substantially concurrently with the effectiveness of this Sixth Amendment in accordance with the Sitio Amendments. The Administrative Agent shall have received executed copies of (i) the Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of the Sixth Amendment Effective Date (the “RBL Amendment”), by and among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (“Sitio”), the other guarantors party thereto, each of the lenders party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Sitio RBL Agent”), which amends that certain Second Amended and Restated Credit Agreement dated as of June 7, 2022 (as amended, the “Sitio Credit Agreement”) among Sitio, as borrower, each of the lenders from time to time party thereto and Sitio RBL Agent, as administrative agent and issuing bank, and (ii) the First Amendment to Note Purchase Agreement, dated as of the Sixth Amendment Effective Date (the “NPA Amendment”; the NPA Amendment together with the RBL Amendment, the “Sitio Amendments”) among Sitio, each of the Subsidiaries of Sitio party thereto as guarantors, each of the holders party thereto, and U.S. Bank Trust Company, National Association, as agent (in such capacity, the “Sitio NPA Agent”), which amends that certain Note Purchase Agreement dated as of September 21, 2022 (as amended, the “NPA”; the NPA together with the Sitio Credit Agreement, the “Sitio Credit Facilities”) among Sitio, each of the Subsidiaries of Sitio party thereto as guarantors, each of the holders from time to time party thereto, and the Sitio NPA Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent and pursuant to which, among other things, the existence of the Credit Agreement, as amended hereby, and the other Loan Papers and the performance of the Credit Parties’ obligations hereunder and thereunder (including the incurrence and guaranty of the Obligations and granting of Liens hereunder and thereunder) will be permitted and will not constitute a default under the Sitio Credit Facilities or the Sitio Amendments.

3.4 Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

Section 4. Miscellaneous.

4.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Sixth Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Sixth Amendment, and this Sixth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Paper, except as expressly provided for herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

4.2 Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Sixth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty and the other Loan Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility

Page 2

Guaranty and the other Loan Papers to which it is a party, (d) agrees that the amendments hereby shall not limit or impair any Liens securing the Obligations and its guarantee under the Facility Guaranty to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Banks and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Facility Guaranty and the other Loan Papers to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Banks and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Sixth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, (g) represents and warrants to the Banks and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default has occurred which is continuing and no Borrowing Base Deficiency exists, and (h) represents and warrants to the Banks and the Administrative Agent that, after giving effect to the Sixth Amendment and each of the Sitio Amendments and the Sitio Merger, (i) the existence of the Credit Agreement, as amended hereby, and the other Loan Papers and the performance of the Credit Parties’ obligations thereunder (including the incurrence and guaranty of the Obligations and granting of Liens thereunder) will be permitted and will not constitute a default under the Sitio Credit Facilities and (ii) that no Credit Party (or any of such Credit Party’s Subsidiaries) will guarantee any obligations with respect to the Sitio Credit Facilities or grant any liens or provide other credit support securing any such obligations.

4.3 Counterparts. This Sixth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Sixth Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

4.4 No Oral Agreement. THIS WRITTEN SIXTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN PAPERS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES THAT MODIFY THE AGREEMENTS OF THE PARTIES IN THE CREDIT AGREEMENT AND THE OTHER LOAN PAPERS.

4.5 Governing Law. THIS SIXTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Sixth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

Page 3

4.7 Severability. Any provision of this Sixth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.8 Successors and Assigns. This Sixth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.9 Loan Paper. The parties hereto agree that this Sixth Amendment shall constitute a “Loan Paper” under and as defined in the Credit Agreement, as amended hereby.

[Signature Pages Follow.]

Page 4

The parties hereto have caused this Sixth Amendment to be duly executed as of the day and year first above written.

BORROWER:	BRIGHAM RESOURCES, LLC, a Delaware limited liability company
	By:	/s/ Blake Williams
	Name:	Blake Williams
	Title:	Chief Financial Officer

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

GUARANTORS:	BRIGHAM MINERALS, LLC, a Delaware limited liability company
	By:	/s/ Blake Williams
	Name:	Blake Williams
	Title:	Chief Financial Officer
	REARDEN MINERALS, LLC, a Delaware limited liability company
	By:	/s/ Blake Williams
	Name:	Blake Williams
	Title:	Chief Financial Officer
	BRIGHAM RESOURCES MANAGEMENT HOLDINGS, INC., a Delaware corporation
	By:	/s/ Blake Williams
	Name:	Blake Williams
	Title:	Chief Financial Officer
	BRIGHAM RESOURCES MANAGEMENT, LLC, a Delaware limited liability company
	By:	/s/ Blake Williams
	Name:	Blake Williams
	Title:	Chief Financial Officer

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

WELLS FARGO BANK, N.A., as Administrative Agent and a Bank
By:	/s/ Tim Green
Name:	Tim Green
Title:	Director

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

BARCLAYS BANK PLC, as a Bank
By:	/s/ Craig Malloy
Name:	Craig Malloy
Title:	Director

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

GOLDMAN SACHS BANK USA, as a Bank
By:	/s/ Keshia Leday
Name: Keshia Leday
Title: Authorized Signatory

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

PNC BANK, NATIONAL ASSOCIATION,

as successor to BBVA USA,

as a Bank

By:

Name:

Title:

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

ROYAL BANK OF CANADA, as a Bank
By:	/s/ Kristan Spivey
Name: Kristan Spivey
Title: Authorized Signatory

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

CREDIT SUISSE AG, NEW YORK BRANCH, as a Bank
By:	/s/ D. Andrew Maletta
Name: D. Andrew Maletta
Title: Authorized Signatory
By:	/s/ Ilan Dolgin
Name: Ilan Dolgin
Title: Authorized Signatory

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

UBS AG, STAMFORD BRANCH,

as a Bank

By:

Name:

Title:

By:

Name:

Title:

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

KEYBANK, NATIONAL ASSOCIATION, as a Bank
By:	/s/ David Bornstein
Name: David Bornstein
Title: Senior Vice President

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

COMERICA BANK, as a Bank
By:	/s/ Isabel Araujo
Name: Isabel Araujo
Title: Portfolio Manager

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

INDEPENDENT BANK DBA INDEPENDENT FINANCIAL, as a Bank
By:	/s/ Philip Mortimer
Name: Philip Mortimer
Title: Senior Vice President

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

TRUIST BANK, as a Bank
By:	/s/ Nick Rolf
Name: Nick Rolf
Title: Vice President

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

BANK OF AMERICA, N.A., as a Bank
By:	/s/ Ajay Prakash
Name: Ajay Prakash
Title: Director

[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT – BRIGHAM RESOURCES, LLC]

Annex A

Annex A to Sixth Amendment

CREDIT AGREEMENT

dated as of

May 16, 2019

among

BRIGHAM RESOURCES, LLC

as Borrower,

The Financial Institutions Party Hereto,

as Banks,

WELLS FARGO BANK, N.A., as Administrative Agent,

and

WELLS FARGO SECURITIES, LLC,

as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

		Page No.
ARTICLE I TERMS DEFINED			1
Section 1.1	Terms Defined Above		1
Section 1.2	Definitions		1
Section 1.3	Accounting Terms and Determinations		42
Section 1.4	Classification of Loans and Borrowings		43
Section 1.5	Interpretation		43
Section 1.6	Rates		44
Section 1.7	Divisions		44
ARTICLE II THE CREDIT FACILITIES			44
Section 2.1	Commitments		44
Section 2.2	Method of Borrowing		48
Section 2.3	Method of Requesting Letters of Credit		49
Section 2.4	Notes		51
Section 2.5	Interest Rates; Payments; No Premiums		51
Section 2.6	Mandatory Prepayments		53
Section 2.7	Voluntary Prepayments		54
Section 2.8	Mandatory Termination of Commitments; Termination Date and Maturity		54
Section 2.9	Optional Termination and Voluntary Reduction of Aggregate Maximum Credit Amount		54
Section 2.10	Application of Payments		55
Section 2.11	Commitment Fee		55
Section 2.12	Letter of Credit Fees and Letter of Credit Fronting Fees		55
Section 2.13	Agency and Other Fees		55
Section 2.14	Reliance on Notices		55
Section 2.15	Increases, Reductions and Terminations of Aggregate Elected Commitment Amount		56
ARTICLE III GENERAL PROVISIONS			58
Section 3.1	Delivery and Endorsement of Notes		58
Section 3.2	General Provisions as to Payments		59
Section 3.3	Funding Losses		60
Section 3.4	Non-Receipt of Funds by Administrative Agent.		60
Section 3.5	Defaulting Banks		61
ARTICLE IV BORROWING BASE			62
Section 4.1	Reserve Reports; Proposed Borrowing Base		62
Section 4.2	Periodic Determinations of the Borrowing Base; Procedures and Standards		62
Section 4.3	Special Determination of Borrowing Base		63

i

Section 4.4	Borrowing Base Deficiency	63
Section 4.5	Initial Borrowing Base	64
Section 4.6	Automatic Adjustment – Asset Disposition	64
Section 4.7	Automatic Adjustment – Issuance of Permitted Additional Debt	65
ARTICLE V COLLATERAL AND GUARANTIES		65
Section 5.1	Security	65
Section 5.2	Title Information	67
Section 5.3	Guarantees	67
Section 5.4	Additional Guarantors	67
ARTICLE VI CONDITIONS PRECEDENT		68
Section 6.1	Conditions to Initial Borrowing and Participation in Letter of Credit Exposure	68
Section 6.2	Each Credit Event	72
ARTICLE VII REPRESENTATIONS AND WARRANTIES		72
Section 7.1	Existence and Power	72
Section 7.2	Corporate, Limited Liability Company, Partnership and Governmental Authorization; Contravention	73
Section 7.3	Binding Effect	73
Section 7.4	Financial Information	73
Section 7.5	Litigation	73
Section 7.6	ERISA	74
Section 7.7	Taxes and Filing of Tax Returns	74
Section 7.8	Title to Properties; Liens	74
Section 7.9	Mineral Interests	75
Section 7.10	Business; Compliance	75
Section 7.11	Licenses, Permits, Etc.	75
Section 7.12	Compliance with Law	75
Section 7.13	Solvency	76
Section 7.14	Full Disclosure	76
Section 7.15	Organizational Structure; Nature of Business	76
Section 7.16	Environmental Matters	77
Section 7.17	Burdensome Obligations	77
Section 7.18	Government Regulations	77
Section 7.19	No Default	78
Section 7.20	Gas Balancing Agreements and Advance Payment Contracts	78
Section 7.21	Anti-Corruption Laws and Sanctions	78
Section 7.22	Affected Financial Institutions	78

ii

ARTICLE VIII AFFIRMATIVE COVENANTS		78
Section 8.1	Information	78
Section 8.2	Business of Credit Parties	84
Section 8.3	Maintenance of Existence	84
Section 8.4	Right of Inspection; Books and Records	84
Section 8.5	Maintenance of Insurance	84
Section 8.6	Payment of Obligations	85
Section 8.7	Compliance with Laws and Documents	85
Section 8.8	Maintenance of Properties and Equipment	85
Section 8.9	Further Assurances	86
Section 8.10	Environmental Law Compliance and Indemnity	86
Section 8.11	ERISA Reporting Requirements	87
Section 8.12	Commodity Exchange Act Keepwell Provisions	87
Section 8.13	Unrestricted Subsidiaries	88
Section 8.14	Deposit Accounts; Commodity Accounts and Securities Accounts	88
Section 8.15	Post-Closing Delivery of Account Control Agreements	88
ARTICLE IX NEGATIVE COVENANTS		88
Section 9.1	Debt	88
Section 9.2	Restricted Payments and Redemptions of Permitted Additional Debt	89
Section 9.3	Liens; Negative Pledge	90
Section 9.4	Consolidations and Mergers	91
Section 9.5	Asset Dispositions	91
Section 9.6	Use of Proceeds	91
Section 9.7	Investments	92
Section 9.8	Transactions with Affiliates	92
Section 9.9	ERISA	92
Section 9.10	Hedge Transactions	93
Section 9.11	Designation and Conversion of Restricted and Unrestricted Subsidiaries	94
Section 9.12	Amendments to Permitted Additional Debt Documents	95
Section 9.13	Holding Company	95
ARTICLE X FINANCIAL COVENANTS		95
Section 10.1	Financial Covenants	95
ARTICLE XI DEFAULTS		96
Section 11.1	Events of Default	96
ARTICLE XII AGENTS		98
Section 12.1	Appointment and Authorization of Administrative Agent; Secured Hedge Transactions	98
Section 12.2	Delegation of Duties	98
Section 12.3	Default; Collateral	99
Section 12.4	Liability of Administrative Agent	100
Section 12.5	Reliance by Administrative Agent	101

iii

Section 12.6	Notice of Default	101
Section 12.7	Credit Decision; Disclosure of Information by Administrative Agent	101
Section 12.8	Indemnification of Agents	102
Section 12.9	Administrative Agent in its Individual Capacity	103
Section 12.10	Successor Administrative Agent and Letter of Credit Issuer	103
Section 12.11	Syndication Agent; Other Agents; Arranger	104
Section 12.12	Administrative Agent May File Proof of Claim	104
Section 12.13	Secured Hedge Transactions	104
Section 12.14	Collateral and Guaranty Matters	105
Section 12.15	Certain ERISA Matters	106
Section 12.16	Erroneous Payments	107
ARTICLE XIII PROTECTION OF YIELD; CHANGE IN LAWS		108
Section 13.1	Changed Circumstances	108
Section 13.2	[Reserved]	111
Section 13.3	Increased Costs	111
Section 13.4	[Reserved]	112
Section 13.5	Taxes	112
Section 13.6	Discretion of Banks as to Manner of Funding	116
Section 13.7	Mitigation Obligations; Replacement of Banks	116
ARTICLE XIV MISCELLANEOUS		117
Section 14.1	Notices; Effectiveness; Electronic Communications	117
Section 14.2	Waivers and Amendments; Acknowledgments	119
Section 14.3	Expenses; Indemnification	121
Section 14.4	Right and Sharing of Set-Offs	123
Section 14.5	Survival	123
Section 14.6	Limitation on Interest	124
Section 14.7	Invalid Provisions	125
Section 14.8	Successors and Assigns	125
Section 14.9	Applicable Law and Jurisdiction	127
Section 14.10	Counterparts; Effectiveness	128
Section 14.11	No Third Party Beneficiaries	128
Section 14.12	COMPLETE AGREEMENT	128
Section 14.13	WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC.	128
Section 14.14	Confidential Information	129
Section 14.15	No Advisory or Fiduciary Responsibility	130
Section 14.16	USA Patriot Act Notice	130
Section 14.17	Headings	130
Section 14.18	Collateral Matters; Hedge Transactions	130
Section 14.19	EXCULPATION PROVISIONS	131
Section 14.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	131
Section 14.21	Acknowledgement Regarding Any Supported QFC	132

iv

EXHIBITS

Exhibit A	—	Form of Note
Exhibit B	—	Form of Request for Borrowing
Exhibit C	—	Form of Request for Letter of Credit
Exhibit D	—	Form of Rollover Notice
Exhibit E	—	Form of Assignment and Assumption Agreement
Exhibit F	—	Form of Financial Compliance Certificate
Exhibit G	—	Form of Security Agreement
Exhibit H	—	Form of Facility Guaranty
Exhibit I-1	—	Form of U.S. Tax Compliance Certificate (Foreign Banks; not partnerships)
Exhibit I-2	—	Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships)
Exhibit I-3	—	Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships)
Exhibit I-4	—	Form of U.S. Tax Compliance Certificate (Foreign Banks; partnerships)
Exhibit J	—	Form of Elected Commitment Increase Certificate
Exhibit K	—	Form of Additional Bank Certificate

SCHEDULES

Schedule 1	—	Banks; Elected Commitments and Maximum Credit Amount
Schedule 2	—	Litigation
Schedule 3	—	Organizational Information and Subsidiaries

v

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is entered into effective as of May 16, 2019, among BRIGHAM RESOURCES, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., a national banking association, as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”) and as Letter of Credit Issuer, and the financial institutions from time to time party hereto as Banks.

RECITALS:

WHEREAS, Borrower has requested that Banks provide certain loans to and extensions of credit on behalf of Borrower; and

WHEREAS, Banks have agreed to make such loans and extensions of credit subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises, the representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Administrative Agent and Banks hereby agree as follows:

ARTICLE I

TERMS DEFINED

Section 1.1 Terms Defined Above. As used in this Agreement, each term defined above has the meaning indicated above.

Section 1.2 Definitions. The following terms, as used herein, have the following meanings:

“Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Administrative Agent, which grants Administrative Agent “control” as defined in the Uniform Commercial Code in effect in the applicable jurisdiction over any Deposit Account, Securities Account or Commodity Account maintained by any Credit Party, in each case, among Administrative Agent, the applicable Credit Party and the applicable financial institution at which such Deposit Account, Securities Account or Commodity Account is maintained.

“Additional Bank” has the meaning given to such term in Section 2.15(a).

“Additional Bank Certificate” has the meaning given to such term in Section 2.15(b)(vii).

“Adjusted Base Rate” means, on any day, the greatest of (a) the Base Rate in effect on such day, (b) the sum of (i) the Federal Funds Effective Rate in effect on such day, plus (ii) one half of one percent (.5%), or (c) the Adjusted Term SOFR for a one month Interest Period on such day plus 1.0%; provided that clause (c) shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable. Each change in the Adjusted Base Rate shall become effective automatically and without notice to Borrower or any Bank upon the effective date of each change in the Federal Funds Effective Rate, the Base Rate or the Adjusted Term SOFR, as the case may be. For the avoidance of doubt, if the Adjusted Base Rate shall be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.

1

“Adjusted Base Rate Borrowing” means any Borrowing which will constitute an Adjusted Base Rate Tranche.

“Adjusted Base Rate Loan” means any Loan bearing interest at a rate based on the Adjusted Base Rate as provided in Section 2.5(a) of this Agreement.

“Adjusted Base Rate Tranche” means the portion of the principal of any Loan bearing interest with reference to the Adjusted Base Rate.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Administrative Agent.

“Advance Payment Contract” means any contract whereby (a) any Credit Party receives or becomes entitled to receive (either directly or indirectly) any payment (an “Advance Payment”) to be applied toward payment of the purchase price of Hydrocarbons produced or to be produced from working interests in Proved Mineral Interests owned by any Credit Party and which Advance Payment is paid or to be paid in advance of actual delivery of such production to or for the account of the purchaser regardless of such production, and (b) the Advance Payment is, or is to be, applied as payment in full for such production when sold and delivered or is, or is to be, applied as payment for a portion only of the purchase price thereof or of a percentage or share of such production; provided that inclusion of the standard “take or pay” provision in any gas sales or purchase contract or any other similar contract shall not, in and of itself, constitute such contract as an Advance Payment Contract for the purposes hereof.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as to any Person, any Subsidiary of such Person, or any other Person which, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person; provided that Borrower and its Subsidiaries shall not be considered “Affiliates” of other portfolio companies Controlled by any Sponsor.

“Agent Parties” has the meaning given to such term in Section 14.1(c).

“Agents” means, collectively, Administrative Agent and any syndication agent or documentation agent appointed hereunder from time to time; and “Agent” means any of them individually, as the context requires.

“Aggregate Elected Commitment Amount” means, at any time, an amount equal to the sum of the Elected Commitments, as the same may be increased, reduced or terminated pursuant to Section 2.15. As of the Fifth Amendment Effective Date, the Aggregate Elected Commitment Amount is $290,000,000.

2

“Aggregate Maximum Credit Amount” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be increased, reduced or terminated from time to time in accordance with the terms hereof. The initial Aggregate Maximum Credit Amount of the Banks on the Effective Date is $500,000,000.

“Agreement” means this Credit Agreement, including the Schedules and Exhibits hereto, and as the same may from time to time be amended, modified, supplemented or restated.

“Annualized Consolidated EBITDA” means, for the purposes of calculating the financial ratio set forth in Section 10.1(b) for each Rolling Period ending on or prior to December 31, 2019, Borrower’s actual Consolidated EBITDA for such Rolling Period multiplied by the factor determined for such Rolling Period in accordance with the table below:

Rolling Period Ending	Factor
June 30, 2019	4
September 30, 2019	2
December 31, 2019	4/3

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Environmental Law” means any Law of any Governmental Authority pertaining in any way to public health, the environment, the preservation or reclamation of natural resources, or the management, Hazardous Discharge or threatened Hazardous Discharge of any Hazardous Substance, in effect in any and all jurisdictions in which Borrower or any Restricted Subsidiary is conducting, or at any time has conducted, business, or where any Property of Borrower or any Restricted Subsidiary is located, including, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection Laws.

“Applicable Margin” means, on any date, with respect to each SOFR Tranche or Adjusted Base Rate Tranche, an amount determined by reference to the ratio of Outstanding Revolving Credit to the Borrowing Base, on such date, in accordance with the table below:

3

Pricing Level	Ratio of Outstanding Revolving Credit to Borrowing Base	Applicable Margin for SOFR Tranches			Applicable Margin for Adjusted Base Rate Tranches
I	>90%		3.50	%		2.50	%
II	>75% but<90%		3.25	%		2.25	%
III	>50% but <75%		3.00	%		2.00	%
IV	>25% but <50%		2.75	%		1.75	%
V	<25%		2.50	%		1.50	%

Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change; provided that, if at any time Borrower fails to deliver a Reserve Report pursuant to Section 4.1, then the “Applicable Margin” means the rate per annum set forth on the grid when the Ratio of Outstanding Revolving Credit to the Borrowing Base is at its highest level until such Reserve Report is delivered.

“Applicable Percentage” means, with respect to any Bank at any time, the fraction, expressed as a percentage, the numerator of which is such Bank’s Maximum Credit Amount and the denominator of which is the Aggregate Maximum Credit Amount.

“Approved Counterparty” means (a) any Bank or any Affiliate of a Bank and (b) any other Person that either (i) has a long term senior unsecured debt rating of BBB+/Baa1 by S&P or Moody’s (or their equivalent) or higher or (ii) is guaranteed with respect to its Hedge Agreements with Credit Parties by a credit support provider that has a long term senior unsecured debt rating of BBB+/Baa1 by S&P or Moody’s (or their equivalent) or higher.

“Approved Petroleum Engineer” means (a) Cawley, Gillespie & Associates, Inc., (b) Netherland, Sewell & Associates, Inc., (c) Ryder Scott Company, L.P. and (d) any other independent petroleum engineers as shall be selected by Borrower and reasonably acceptable to Administrative Agent.

“Arranger” means Wells Fargo Securities, LLC, in its capacity as the sole lead arranger and sole bookrunner hereunder.

“Asset Disposition” means (a) the sale, assignment, lease, transfer, exchange or other disposition by any Credit Party of all or any portion of its right, title and interest in any Borrowing Base Property, (b) the sale, assignment, transfer, exchange or other disposition by any Credit Party of any Equity Interest in any Restricted Subsidiary that owns any Borrowing Base Property or the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests to any Person other than a Credit Party, or (c) the termination (other than at its scheduled maturity) or monetization by any Credit Party of any Borrowing Base Hedge.

“Assignee” has the meaning given to such term in Section 14.8(c).

“Assignment and Assumption Agreement” has the meaning given to such term in Section 14.8(c).

4

“Authorized Officer” means, as to any Person, its Chairman, Chief Executive Officer, Chief Financial Officer, Vice-Chairman, President, Executive Vice President(s), Senior Vice President(s) or Vice President duly authorized to act on behalf of such Person.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 13.1(c)(iv).

“Avant Acquisition” means the acquisition of Mineral Interests by the Borrower pursuant to the Purchase and Sale Agreement by and between Avant Royalties, LP, Avant Royalties II, LP and Avant Royalties II Sidecar Fund, LP, collectively as Seller and the Borrower as Buyer dated as of August 22, 2022.

“Avant Acquisition Expenses” is defined in the definition of “Consolidated EBITDA”.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank” means (a) any financial institution listed on Schedule 1 hereto as having a Commitment and (b) any Person that shall have become a party to this Agreement as an Additional Bank pursuant to Section 2.15(b)(vii), and in each case, such Bank’s successors and permitted assigns, and “Banks” means all Banks.

“Bank Products” means any of the following bank services: (a) commercial credit cards, (b) stored value cards, and (c) treasury management services (including controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Bank Products Provider” means any Bank or Affiliate of a Bank that provides Bank Products to Borrower or any Guarantor.

“Base Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Wells Fargo Bank, N.A. as its prime rate. Each change in the Base Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by Wells Fargo Bank, N.A. as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

5

“Base Rate Term SOFR Determination Day” has the meaning given to such term in the definition of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 13.1(c)(i).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Papers.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clauses (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

6

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clauses (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

7

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Paper in accordance with Section 13.1(c), and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Paper in accordance with Section 13.1(c).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Benefitting Guarantor” means a Guarantor for which funds or other support are required in order for such Guarantor to constitute an Eligible Contract Participant.

“BHC Act Affiliate” means, as to any Person, an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.

“Borrower Materials” has the meaning given to such term in Section 8.1.

“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Base” means, at any time, an amount determined in accordance with Article IV, as the same may be adjusted from time to time pursuant to Section 4.6, Section 4.7 and Section 5.2.

“Borrowing Base Deficiency” means, as of any date, the amount, if any, by which (a) the Outstanding Revolving Credit on such date, exceeds (b) the Borrowing Base in effect on such date; provided that, for purposes of computing the existence and amount of any Borrowing Base Deficiency, Letter of Credit Exposure will not be deemed to be outstanding to the extent funds have been deposited with Administrative Agent to secure such Letter of Credit Exposure pursuant to Section 2.1(b).

8

“Borrowing Base Hedge” means, at any time, any Oil and Gas Hedge Transaction that has been incorporated into the determination of the Borrowing Base (as determined by Administrative Agent) then in effect.

“Borrowing Base Properties” means all Proved Mineral Interests of Borrower and its Restricted Subsidiaries in the most recently delivered Reserve Report that are evaluated by Banks for purposes of establishing the Borrowing Base then in effect.

“Borrowing Date” means the Business Day, as the case may be, upon which the proceeds of any Borrowing are made available to Borrower or to satisfy the obligations of Borrower or any other Credit Party.

“Brigham Permitted Holders” means, collectively, the Sponsors and members of management of Borrower or Parent.

“Business Day” means any day except (a) a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed or (b) any other day on which national banks in New York, New York, Houston, Texas or Austin, Texas are authorized by Law to close.

“Capital Lease” means, subject to Section 1.3, for any Person as of any date, any lease of Property, which would be capitalized on a balance sheet of the lessee prepared as of such date in accordance with GAAP as in effect on the date hereof.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Bank or the Letter of Credit Issuer (or, for purposes of Section 13.3, by any lending office of such Bank or by such Bank’s or the Letter of Credit Issuer’s holding company, if any) with the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following whether voluntary or involuntary, including by operation of law:

(a) any “person” or “group” (as such terms are used in Sections 13(d) or 14(d) of the Exchange Act), other than the Permitted Holders (or any intermediate entities owned directly or indirectly or Controlled by the Permitted Holders), shall at any time have become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% or more of the aggregate ordinary voting power for the election of managers or directors of Ultimate Parent;

9

(b) prior to the Sitio Merger Closing Date, the occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent by Persons who were neither (i) directors of Parent on the Effective Date, (ii) nominated, appointed or approved for consideration by shareholders for election by (A) at least 51% of the then directors of Parent or (B) a Sponsor pursuant to the Stockholders’ Agreement or (iii) appointed by directors so nominated, appointed or approved;

(c) on or after the Sitio Merger Closing Date, the occupation of a majority of the seats (other than vacant seats) on the board of directors of TopCo by Persons who were neither (i) directors of TopCo on the Sitio Merger Closing Date, (ii) nominated nor approved for consideration by the board of directors of Parent (prior to the Sitio Merger Closing Date) or the board of directors of Sitio Parent (from and after the Sitio Merger Closing Date) nor (iii) appointed by directors so nominated or approved;

(d) prior to the Sitio Merger Closing Date:

(i) Parent and the Brigham Permitted Holders, collectively, shall at any time cease (A) to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Equity Interests in Holdings or (B) to Control Holdings; or

(ii) Holdings shall at any time cease (A) to have beneficial ownership of 100% of the outstanding Equity Interests in Borrower, (B) to be the sole managing member of Borrower or (C) to Control Borrower;

(e) on or after the Sitio Merger Closing Date:

(i) TopCo shall cease to own 100% of the voting interest in the Equity Interests of Sitio Parent;

(ii) Sitio Parent shall cease to Control the Sitio GP;

(iii) the Sitio GP shall cease to be the sole general partner of Sitio OpCo;

(iv) Sitio OpCo shall at any time cease (A) to have beneficial ownership of 100% of the outstanding Equity Interests in Holdings or (B) to Control Holdings; or

(v) Holdings shall at any time cease (A) to have beneficial ownership of 100% of the Equity Interests in Borrower or (B) to Control Borrower; or

(f) any “change of control”, “change in control” or similar events occurs under any Permitted Additional Debt Documents evidencing Material Debt, and as a result thereof the maturity of such Material Debt is accelerated, the obligor on such Material Debt is obligated to offer to Redeem such Material Debt, or the obligee on such Material Debt shall otherwise have the right to require the obligor thereon to Redeem such Material Debt.

10

“Code” means the Internal Revenue Code of 1986, as amended (except as otherwise provided herein).

“Commitment” means, with respect to any Bank, the commitment of such Bank to make Loans and to acquire participations in Letters of Credit hereunder, as such amount may be terminated, reduced or increased from time to time in accordance with the provisions hereof. The amount representing each Bank’s Commitment shall at any time be the least of (a) such Bank’s Maximum Credit Amount, (b) such Bank’s Applicable Percentage of the then effective Borrowing Base and (c) such Bank’s Elected Commitment.

“Commitment Fee Percentage” means, on any date, the percentage determined pursuant to the table below based on the ratio of the Outstanding Revolving Credit on such date to the Borrowing Base on such date:

Pricing Level	Ratio of Outstanding Revolving Credit to Borrowing Base	Commitment Fee Percentage
I	≥90%		0.500	%
II	≥75% but <90%		0.500	%
III	≥50% but <75%		0.500	%
IV	≥25% but <50%		0.375	%
V	<25%		0.375	%

“Commodity Account” shall have the meaning set forth in Article 9 of the UCC.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, and any regulations promulgated thereunder.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Adjusted Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.3 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Papers).

11

“Consolidated Cash Balance” means, at any time, (a) the aggregate amount of cash and cash equivalents held or owned by (either directly or indirectly), credited to the account of or otherwise required to be reflected as an asset on the balance sheet, in each case, of the Borrower or any of its Restricted Subsidiaries less (b) the sum of (i) any cash or cash equivalents set aside to pay royalty obligations, working interest obligations, suspense payments, severance taxes, payroll, payroll taxes, other taxes, employee wage and benefit payments and trust and fiduciary obligations or other obligations of the Borrower or any of its Restricted Subsidiaries owing to third parties, (ii) any cash or cash equivalents to be used to pay other obligations of the Borrower or any Restricted Subsidiary permitted to be paid hereunder for which the Borrower or such Restricted Subsidiary has issued checks or has initiated wires or ACH transfers (or, in the Borrower’s good faith discretion, will issue checks or initiate wires or ACH transfers within five (5) Business Days) but that has or have not yet been subtracted from the balance in the relevant account of the Borrower or any of its Restricted Subsidiaries, (iii) any cash or cash equivalents of the Borrower or any of its Restricted Subsidiaries constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits, (iv) without duplication of clause (b)(iii) hereof, any cash or cash equivalents set aside to be used by the Borrower or any of its Restricted Subsidiaries to pay the purchase price for any acquisition of any assets or property by the Borrower or any Restricted Subsidiary pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party; provided that, solely for purposes of this clause (b)(iv), such cash or cash equivalents shall not be included in the calculation of clause (b) after the earlier to occur of (x) the date that is thirty (30) days after entry by the Borrower or such Restricted Subsidiary into such purchase and sale agreement and (y) the date in which such purchase and sale agreement is terminated, (v) any cash or cash equivalents of the Borrower or any of is Restricted Subsidiaries constituting proceeds from a disposition permitted by the terms of this Agreement, in each case, that are held in escrow accounts (or other segregated accounts) and solely used in connection with “like-kind exchanges” within the meaning of Section 1031 of the Code; provided that the proceeds excluded pursuant to this clause (v) shall not be included in the calculation of clause (b) above after one hundred eighty (180) days following the receipt by the Borrower or such Restricted Subsidiary of the proceeds from such disposition, (vi) any cash or cash equivalents held in collateral accounts with respect to letters of credit solely to the extent permitted pursuant to Section 9.3, (vii) any cash or cash equivalents set aside and for which the Borrower or any of its Restricted Subsidiaries has issued checks or has initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within thirty (30) days) to make a Restricted Payment permitted to be made pursuant to Sections 9.2(a)(iii) or 9.2(a)(iv) to the extent such Restricted Payment could be made at such time and in an amount not to exceed the applicable amount of such Restricted Payment permitted to be made pursuant thereto, (viii) any cash or cash equivalents subject to a Lien pursuant to clause (h) of the definition of “Permitted Encumbrances”, (ix) any cash or cash equivalents constituting proceeds from an issuance of, or additional contributions to, Equity Interests of the Borrower so long as such proceeds are (A) designated in writing to the Administrative Agent by the Borrower substantially contemporaneously with the receipt thereof to be excluded pursuant to this clause (b)(ix) and (B) segregated and maintained in a separate deposit account of the Borrower or a Restricted Subsidiary maintained exclusively for holding such cash proceeds; provided that any such designated proceeds in this clause (b)(ix) shall not be included in the calculation of clause (b) above after thirty (30) days following the receipt of such designated proceeds by the Borrower (or such later

12

date as agreed to by the Administrative Agent in its sole discretion), and (x) proceeds of any incurrence or issuance of any Permitted Additional Debt so long as such proceeds are (A) designated in writing to the Administrative Agent by the Borrower substantially contemporaneously with the receipt thereof to be excluded pursuant to this clause (x) and (B) segregated and maintained in a separate deposit account of the Borrower or a Restricted Subsidiary maintained exclusively for holding such cash proceeds; provided that any such designated proceeds in this clause (b)(x) shall not be included in the calculation of clause (b) above after thirty (30) days following the receipt of such designated proceeds by the Borrower (or such later date as agreed to by the Administrative Agent in its sole discretion).

“Consolidated Cash Balance Threshold” means, at any time of determination, an amount equal to ten percent (10%) of the Borrowing Base then in effect.

“Consolidated Current Assets” means, at any time, the sum of (a) the current assets of Borrower and its Consolidated Restricted Subsidiaries at such time, plus (b) the Revolving Availability at such time. For purposes of this definition, any non-cash assets resulting from the requirements of FASB ASC 815 for any period of determination shall be excluded from the determination of current assets of Borrower and its Consolidated Restricted Subsidiaries.

“Consolidated Current Liabilities” means, at any time, the current liabilities of Borrower and its Consolidated Restricted Subsidiaries at such time. For purposes of this definition, any non-cash liabilities resulting from the requirements of FASB ASC 815 for any period of determination, and any current maturities under this Agreement, shall be excluded from the determination of current liabilities of Borrower and its Consolidated Restricted Subsidiaries.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, (a) plus each of the following, to the extent deducted in determining Consolidated Net Income: (i) any provision for (or less any benefit from) income or franchise Taxes; (ii) Consolidated Interest Expense; (iii) depreciation, depletion and amortization expense; (iv) (A) actual transaction costs, expenses and charges incurred prior to the Effective Date with respect to the Initial Public Offering, (B) actual transaction costs, expenses and charges with respect to the Sitio Merger Transactions (such costs, expenses and charges referred to in this clause (iv)(B), the “Sitio Merger Expenses”) and (C) actual transaction costs, expenses and charges (including, for the avoidance of doubt, consideration paid) with respect to the Avant Acquisition (such costs, expenses and charges referred to in this clause (iv)(C), the “Avant Acquisition Expenses”); (v) transaction costs, expenses and charges with respect to the execution, delivery and performance of this Agreement and the other Loan Papers; (vi) transaction costs, expenses and charges with respect to the acquisition or disposition of Mineral Interests in an aggregate amount not to exceed $500,000 in any Fiscal Year; and (vii) other non-cash charges to the extent not already included in the foregoing clauses (ii) through (vi), and (b) minus all non-cash income to the extent included in determining Consolidated Net Income. For the purposes of calculating Consolidated EBITDA for any Rolling Period for any determination of the financial ratio contained in Section 10.1(b), if at any time during such Rolling Period Borrower or any Consolidated Restricted Subsidiary shall have made any material disposition or material acquisition, the Consolidated EBITDA for such Rolling Period shall be calculated after giving pro forma effect thereto as if such material disposition or material acquisition had occurred on the first day of such Rolling Period, such pro forma adjustments to be acceptable to Administrative Agent and Borrower. As referred to in the preceding sentence,

13

material disposition and material acquisition refer to any disposition or acquisition that involves the receipt or payment of consideration by Borrower and its Consolidated Restricted Subsidiaries in excess of a dollar amount equal to the greater of $10,000,000 and five percent (5.0%) of the Borrowing Base.

“Consolidated Interest Expense” means, for any period, the total consolidated interest expense of Borrower and its Consolidated Restricted Subsidiaries for such period net of gross interest income of Borrower and its Consolidated Restricted Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP plus (without duplication) to the extent not already included in such total consolidated interest expense:

(a) imputed interest on Debt attributable to Capital Leases and sale and leaseback transactions of Borrower or any of its Consolidated Restricted Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by Borrower or any of its Consolidated Restricted Subsidiaries with respect to letters of credit securing financial obligations and bankers’ acceptances for such period;

(c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses; and

(d) the interest portion of any deferred payment obligations of Borrower or any of its Consolidated Restricted Subsidiaries for such period.

“Consolidated Net Income” means, for any period, the net income (or loss) of Borrower and its Consolidated Restricted Subsidiaries for such period determined in accordance with GAAP, but excluding: (a) the income of any other Person (other than any Consolidated Restricted Subsidiary of Borrower) in which a Credit Party has an ownership interest, unless received by such Credit Party in a cash distribution; (b) any gains or losses attributable to “sales of property”, as defined and reported in accordance with GAAP in Borrower’s consolidated financial statements; and (c) to the extent not included in clauses (a) and (b) above, any extraordinary gains or extraordinary losses.

“Consolidated Restricted Subsidiaries” means any Restricted Subsidiaries that are Consolidated Subsidiaries.

“Consolidated Subsidiary” or “Consolidated Subsidiaries” means, for any Person, at any time, any Subsidiary or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements as of such time.

“Consolidated Total Leverage Ratio” means, (a) with respect to Section 10.1(b), as of the last day of any Rolling Period, the ratio of (i) Total Net Funded Debt as of such date to (ii) Consolidated EBITDA (or, in the case of the Rolling Periods ending on June 30, 2019, September 30, 2019 and December 31, 2019, Annualized Consolidated EBITDA) for the Rolling Period ending on such date and (b) with respect to any calculation thereof for other purposes hereunder, the ratio of (i) Total Net Funded Debt as of such date to (ii) Consolidated EBITDA for the most recently ended Rolling Period for which financial statements are available.

14

“Consolidated Unrestricted Subsidiaries” means any Unrestricted Subsidiaries that are Consolidated Subsidiaries.

“Control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or partnership interests, or by contract or otherwise.

“Conversion Date” has the meaning given to such term in Section 2.5(c).

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning set forth in Section 14.21.

“Credit Parties” means, collectively, Borrower and each Guarantor, and “Credit Party” means any one of the foregoing.

“Current Financials” means the audited consolidated balance sheets of Borrower as of the end of the Fiscal Year ending December 31, 2018 (but solely with respect to Borrower and its Subsidiaries constituting Consolidated Subsidiaries upon giving effect to the Initial Public Offering) and the related consolidated statements of income and cash flows for such Fiscal Year, all reported on by KPMG LLP.

“Current Ratio” means, as of any date of determination, the ratio of Consolidated Current Assets to Consolidated Current Liabilities.

“Debt” of any Person means, without duplication:

(a) obligations of such Person for borrowed money or evidenced by bankers’ acceptances, debentures, notes, bonds or other similar instruments;

(b) obligations of such Person (whether contingent or otherwise) in respect of letters of credit;

(c) obligations of such Person with respect to Disqualified Capital Stock;

(d) obligations of such Person under Capital Leases or constituting Purchase Money Debt;

(e) obligations of such Person to pay the deferred purchase price of Property;

(f) Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person;

15

(g) Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made, including by means of obligations to pay for goods or services even if such goods or services are not actually taken, received or utilized) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; and

(h) Debt (as defined in the other clauses of this definition) of a partnership for which such Person is liable either by agreement or by operation of Law, but only to the extent of such liability;

provided, however, that “Debt” does not include (i) obligations with respect to surety or performance and similar instruments incurred in the ordinary course of business and obligations with respect to appeal bonds, (ii) trade accounts and other similar accounts that are (x) not outstanding more than 90 days after the invoice date or (y) being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, or (iii) obligations in respect of Hedge Agreements.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” means, with respect to the amount of any Obligation under any Loan Paper, a rate per annum during the period commencing on the due date until such amount is paid in full equal to the sum of (a) two percent (2%), plus (b) the Adjusted Base Rate plus the Applicable Margin then in effect for Adjusted Base Rate Borrowings (provided that, if such amount in default is principal of a Borrowing subject to a SOFR Tranche and the due date is a day other than the last day of an Interest Period therefor, the “Default Rate” for such principal shall be, for the period from and including the due date and to but excluding the last day of the Interest Period therefor, (i) two percent (2%), plus (ii) the Applicable Margin then in effect for SOFR Borrowings, plus (iii) the Adjusted Term SOFR for such Borrowing for such Interest Period as provided in Section 2.5, and thereafter, the rate provided for above in this definition).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Bank” means any Bank that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder; (b) has notified Borrower or any other Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit; (c) has failed, within three (3) Business Days after request by Administrative Agent or a Credit Party, acting in good faith, to provide a certification in writing from an authorized

16

officer of such Bank that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement; provided that such Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and Administrative Agent; or (d) has (or whose bank holding company has) (i) become the subject of a Bail-In Action or (ii) been placed into receivership, conservatorship or bankruptcy; provided that a Bank shall not become a Defaulting Bank solely as a result of the acquisition or maintenance of an ownership interest in such Bank or Person controlling such Bank or the exercise of control (other than through the appointment of a conservator or receiver) over a Bank or Person controlling such Bank by a Governmental Authority or an instrumentality thereof, so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank.

“De Minimis Accounts” shall have the meaning assigned to such term in the Security Agreement.

“Deposit Account” shall have the meaning set forth in Article 9 of the UCC.

“Determination” means any Periodic Determination or Special Determination.

“Determination Date” means (a)(i) August 1, 2019, November 1, 2019 and February 1, 2020 and (ii) each May 1 and November 1 thereafter, commencing May 1, 2020 and (b) with respect to any Special Determination, the first day of the first month which is not less than 30 days following the date of a request for a Special Determination.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, Letter of Credit Exposure or other obligations hereunder outstanding and all of the Commitments are terminated.

“Distributable Free Cash Flow Amount” means, as of any date of determination, the positive difference (if any) of (a) Free Cash Flow for the Rolling Period most recently ended for which financial statements have been delivered pursuant to Section 8.1(a) or Section 8.1(b), minus (b) the aggregate amount of all Restricted Payments made pursuant to Section 9.2(a)(iii) and Section 9.2(a)(iv) in each case during the three most recently completed Free Cash Flow Usage Periods and the then current Free Cash Flow Usage Period.

“dollars” or “$” refers to lawful money of the United States of America.

17

“Domestic Subsidiary” means any Restricted Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section 6.1 are satisfied (or waived in accordance with Section 14.2).

“Elected Commitment” means, as to each Bank, the amount set forth opposite such Bank’s name on Schedule 1 under the caption “Elected Commitment”, as the same may be increased, reduced or terminated from time to time in connection with an optional increase, reduction or termination of the Aggregate Elected Commitment Amounts pursuant to Section 2.15.

“Elected Commitment Increase Certificate” has the meaning given to such term in Section 2.15(b)(vi).

“Election Notice” has the meaning given to such term in Section 4.4.

“Eligible Contract Participant” means an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

“Environmental Complaint” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, proceeding, judgment, letter or other communication from any federal, state or municipal authority or any other party against any Credit Party involving (a) a Hazardous Discharge from, onto or about any Property owned, leased or operated at any time by any Credit Party, (b) a Hazardous Discharge caused, in whole or in part, by any Credit Party or by any Person acting on behalf of or at the instruction of any Credit Party, or (c) any violation of any Applicable Environmental Law by any Credit Party.

“Equity Interests” in any Person means shares of capital stock issued by such Person, or any partnership, profits, capital or membership interests in such Person, or options, warrants or any other right to acquire the capital stock or a partnership, profits, capital or membership interest in such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.

18

“ERISA Affiliate” means each trade or business (whether or not incorporated) which together with Borrower or any other Credit Party would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.

“Erroneous Payment” has the meaning assigned to such term in Section 12.16(a).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning given to such term in Section 11.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Swap Obligation” means, with respect to any Credit Party individually determined on a Credit Party by Credit Party basis, any Obligations or other obligation in respect of any Hedge Transaction if, and solely to the extent that, all or a portion of the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest or other Lien to secure, such Obligations or other obligation in respect of such Hedge Transaction (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an Eligible Contract Participant at the time such guarantee or grant of a security interest or other Lien is entered into or otherwise becomes effective with respect to, or any other time such Credit Party is by virtue of such guarantee or grant of security interest or other Lien otherwise deemed to enter into, such Obligations or other obligation in respect of such Hedge Transaction (or guarantee thereof). If such an obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such obligation that is attributable to swaps the guarantee or grant of security interest or other Lien for which (or for any guarantee of which) so is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Bank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Bank acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 13.7) or (ii) such Bank changes its Lending Office, except in each case to the extent that, pursuant to Section 13.5, amounts with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank became a party hereto or to such Bank immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure or inability to comply with Section 13.5(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

19

“Exhibit” refers to an exhibit attached to this Agreement and incorporated herein by reference, unless specifically provided otherwise.

“Facility Guaranty” means an agreement substantially in the form of Exhibit H attached hereto executed by each existing and future Restricted Subsidiary of Borrower in favor of Administrative Agent for the benefit of itself and the other Secured Parties, pursuant to which each such Restricted Subsidiary guarantees payment and performance in full of the Obligations, and each joinder or supplement thereto now or hereafter executed.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Effective Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Effective Rate shall be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.

“Fee Letters” means (a) that certain letter agreement styled “Engagement Letter” dated as of January 22, 2019, among the Arranger, Administrative Agent and Borrower, as the same may be amended, restated, supplemented or otherwise modified from time to time and (b) any other letter agreements entered into from time to time between Borrower, Administrative Agent and the Arranger providing for the payments of fees to Administrative Agent and/or the Arranger in connection with this Agreement or any transaction contemplated hereby.

“Fifth Amendment” means that certain Fifth Amendment to Credit Agreement dated as of the Fifth Amendment Effective Date, among Borrower, the Guarantors party thereto, the Administrative Agent and the Banks party thereto.

“Fifth Amendment Effective Date” means June 3, 2022.

“First Amendment” means that certain First Amendment to Credit Agreement dated as of November 7, 2019, among Borrower, the Guarantors party thereto, the Administrative Agent and the Banks party thereto.

“Fiscal Quarter” means a three-month period ending March 31, June 30, September 30 or December 31 of a Fiscal Year.

20

“Fiscal Year” means a twelve-month period ending December 31.

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC § 4001, et seq.), as the same may be amended or recodified from time to time, and (d) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.

“Floor” means, a rate of interest equal to 0.00% per annum.

“Foreign Bank” means a Bank that is not a U.S. Person.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.

“Fourth Amendment” means that certain Fourth Amendment to Credit Agreement dated as of December 15, 2021, among Borrower, the Guarantors party thereto, the Administrative Agent and the Banks party thereto.

“Free Cash Flow” means with respect to the Borrower and its Consolidated Restricted Subsidiaries, for any Rolling Period, the remainder of (a) Consolidated EBITDA for such period, (b) minus the sum of the following expenses or charges to the extent added back (or not deducted) in the calculation of Consolidated EBITDA for such period (i) interest expense, (ii) income taxes (excluding “Permitted Tax Distributions”), and (iii) to the extent not included in the foregoing and added back in the calculation of Consolidated EBITDA for such period, any other cash charge that reduces the earnings of the Borrower and the Consolidated Restricted Subsidiaries, (c) minus the increase (or plus the decrease) in working capital that is not cash or cash equivalents from the last day of the immediately prior Rolling Period (without giving any effect to any changes in (x) non-cash assets under the equivalent of ASC 410 and ASC 815 under GAAP and non-cash assets in respect of gas imbalances under GAAP, (y) non-cash obligations under the equivalent of ASC 410 and ASC 815 under GAAP and non-cash obligations in respect of gas imbalances under GAAP, or (z) the current portion of long term Debt), and (d) minus the sum of (i) capital expenditures (in accordance with GAAP), including consideration paid with respect to acquisitions of Mineral Interests, net of proceeds received from the disposition of Mineral Interests, (ii) Investments of the kind described in clauses (j) or (k) of the definition of “Permitted Investments” and (iii) principal payments made in respect of any Debt (other than the Obligations), in each case, incurred or made by the Borrower and its Consolidated Restricted Subsidiaries during such period; provided that Sitio Merger Expenses and Avant Acquisition Expenses shall not be subtracted in the foregoing calculation of Free Cash Flow.

“Free Cash Flow Usage Period” means, as of any date of determination, the period commencing on the most recent date on which financial statements have been delivered to the Administrative Agent pursuant to Section 8.1(a) or Section 8.1(b) and ending on (but not including) the date that financial statements are next delivered to the Administrative Agent pursuant to Section 8.1(a) or Section 8.1(b).

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms and conditions set forth in Section 1.3.

21

“Gas Balancing Agreement” means any agreement or arrangement whereby any Credit Party, or any other party having an interest in any Hydrocarbons to be produced from Mineral Interests in which any Credit Party owns an interest, has a right to take more than its proportionate share of production therefrom as a result of previous overproduction by such Credit Party or its predecessor in interest.

“Governmental Authority” means any court or governmental department, commission, board, bureau, agency or instrumentality of any nation or of any province, state, commonwealth, nation, territory, possession, county, parish or municipality, whether now or hereafter constituted or existing (including any central bank or any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions, by “comfort letter” or other similar undertaking of support or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” means each existing and future Domestic Subsidiary, if any, that guarantees the Obligations pursuant to Section 5.3 or Section 5.4, as applicable.

“Hazardous Discharge” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping of any Hazardous Substance from or onto any real property owned, leased or operated at any time by any Credit Party or any real property owned, leased or operated by any other party.

“Hazardous Substance” means any substance regulated or as to which liability might arise under any Applicable Environmental Law including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any Applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, infectious or medical wastes.

“Hedge Agreement” means, collectively, any agreement, instrument, arrangement or schedule or supplement thereto evidencing any Hedge Transaction.

22

“Hedge Transaction” means any commodity, interest rate, currency or other swap, option, collar, futures contract or other derivative contract pursuant to which a Person hedges risks or costs related to commodity prices, interest rates, currency exchange rates, securities prices or financial market conditions (including any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act; provided that, except for the purposes of the definitions of “Benefitting Guarantor”, “Excluded Swap Obligation” and “Qualified ECP Guarantor”, “Hedge Transactions” shall refer to the underlying agreement and not include any separate guaranty or separate document granting a security interest or other Lien in respect of the obligations under such underlying agreement). Hedge Transactions expressly include Oil and Gas Hedge Transactions.

“Holdings” means Brigham Minerals Holdings, LLC, a Delaware limited liability company.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be produced in conjunction therewith, and all products, by-products and all other substances derived therefrom or the processing thereof, and all other minerals and substances produced in conjunction with such substances, including sulphur, geothermal steam, water, carbon dioxide, helium, and any other minerals, ores, or substances of value, and the products thereof.

“Indemnified Entity” has the meaning given to such term in Section 14.3(b).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Paper and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Initial Borrowing Base” means a Borrowing Base in the amount of $120,000,000, which shall be in effect during the period commencing on the Effective Date and continuing until the first Determination or other adjustment to the Borrowing Base hereunder after the Effective Date.

“Initial Public Offering” has the meaning given to such term in Section 6.1(b).

“Initial Reserve Report” means the Reserve Report audited by Cawley, Gillespie & Associates, Inc. dated as of December 31, 2018, with respect to the Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and utilized by Administrative Agent and Banks in determining the Initial Borrowing Base hereunder.

“Interest Option” has the meaning given to such term in Section 2.5(c).

“Interest Period” means, as to any SOFR Tranche, the period commencing on the Borrowing Date or Conversion Date applicable to such Tranche and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Request for Borrowing or Rollover Notice and subject to availability; provided that:

(a) the Interest Period shall commence on the date of advance of or conversion to any SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

23

(b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(d) no Interest Period shall extend beyond the Maturity Date;

(e) there shall be no more than ten (10) Interest Periods in effect at any time; and

(f) no tenor that has been removed from this definition pursuant to Section 13.1(c)(iv) and not thereafter reinstated shall be available for specification in any Request for Borrowing or Rollover Notice.

“Investment” means, with respect to any Person, any loan, advance, extension of credit, capital contribution to, investment in or purchase of the stock securities of, or interests in, any other Person; provided that, “Investment” shall not include current customer and trade accounts which are payable in accordance with customary trade terms or negotiable instruments in the course of collection. “Invested” has a meaning correlative thereto.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Laws” means all applicable statutes, laws, codes, ordinances, regulations, orders, writs, injunctions, decrees, determinations, rules, judgments, franchises, permits, certificates, licenses, rules of common law, authorizations, or other directive or requirement, whether now or hereinafter in effect, of any state, commonwealth, nation, territory, possession, county, township, parish, municipality or Governmental Authority.

“Lending Office” means, as to each Bank, its office identified in such Bank’s Administrative Questionnaire as its Lending Office or such other office as such Bank may hereafter designate as its Lending Office by notice to Borrower and Administrative Agent.

“Letter of Credit Application” has the meaning given to such term in Section 2.1(b).

“Letter of Credit Exposure” of any Bank means, collectively, such Bank’s aggregate participation in (a) the unfunded portion of Letters of Credit outstanding at any time, and (b) the funded but unreimbursed (by Borrower) portion of Letters of Credit outstanding at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

24

“Letter of Credit Fee” means, for any date, with respect to any Letter of Credit issued hereunder, a fee in an amount equal to a percentage of the average daily aggregate amount of Letter of Credit Exposure of all Banks during the Fiscal Quarter (or portion thereof) ending on the date such payment is due (calculated on a per annum basis based on such average daily aggregate Letter of Credit Exposure) determined by reference to the ratio of Outstanding Revolving Credit to the Borrowing Base on such date, in accordance with the table below:

Pricing Level	Ratio of Outstanding Revolving Credit to Borrowing Base	Per Annum Letter of Credit Fee
I	≥90%		2.75	%
II	≥75% but <90%		2.50	%
III	≥50% but <75%		2.25	%
IV	≥25% but <50%		2.00	%
V	<25%		1.75	%

Such fee shall be payable in accordance with the terms of Section 2.12.

“Letter of Credit Fronting Fee” means, with respect to any Letter of Credit issued hereunder, a fee equal to the greater of (a) $500 or (b) 0.125% per annum of the average daily amount available to be drawn under such Letter of Credit during the Fiscal Quarter (or portion thereof) ending on the date the payment of such fee is due.

“Letter of Credit Issuer” means Wells Fargo Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity. The Letter of Credit Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Letter of Credit Issuer, in which case the term “Letter of Credit Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Letter of Credit Period” means the period commencing on the Effective Date and ending five (5) Business Days prior to the Termination Date.

“Letters of Credit” means, collectively, standby letters of credit issued for the account of Borrower pursuant to Section 2.1(b), in each case as extended or otherwise modified by the applicable Letter of Credit Issuer from time to time.

“Lien” means with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset. For purposes of this Agreement, a Credit Party shall be deemed to own subject to a Lien any asset which is acquired or held subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“Liquidity” means the sum of (a) unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries, plus (b) Revolving Availability.

“Loan” means each loan made by a Bank to Borrower pursuant to this Agreement, and “Loans” means all loans made by Banks to Borrower pursuant to this Agreement in an aggregate amount not to exceed the amount of the Total Commitment then in effect.

25

“Loan Papers” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Notes, the Facility Guaranty, the Mortgages, the Security Agreement, the other Security Instruments, each Letter of Credit now or hereafter executed and/or delivered, each Fee Letter (excluding any term sheets attached thereto), and all other certificates, agreements or instruments delivered in connection with this Agreement by any Credit Party (or any officer thereof), as the foregoing may be amended from time to time. Hedge Agreements do not constitute Loan Papers.

“Majority Banks” means (a) as long as the Commitments are in effect, Banks having an aggregate Applicable Percentage of more than 50% of the Aggregate Maximum Credit Amount, and (b) following termination or expiration of the Commitments, Banks holding more than 50% of the Outstanding Revolving Credit, subject in each case to Section 3.5(a); provided that, in each case, in the event there are only two or three Banks, Majority Banks means at least two unaffiliated Banks.

“Margin Regulations” mean Regulations T, U and X of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Margin Stock” means “margin stock” as defined in Regulation U.

“Material Adverse Change” means any circumstance or event that has caused a Material Adverse Effect.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities, financial condition, or results of operations of the Credit Parties, taken as a whole, (b) the right or ability of any Credit Party to fully, completely and timely perform its obligations under the Loan Papers, (c) the validity or enforceability of any Loan Papers against any Credit Party (to the extent a party thereto), or (d) the validity, perfection or priority of any Lien on a material portion of the assets intended to be created under or pursuant to any Loan Paper to secure the Obligations.

“Material Agreement” means any material written or enforceable oral agreement, contract, commitment, or understanding to which a Person is a party, by which such Person is directly or indirectly bound, or to which any assets of such Person may be subject.

“Material Debt” means Debt (other than the Obligations) of Borrower or any other Credit Party with a principal amount in excess of the Threshold Amount.

“Material Gas Imbalance” means, with respect to all Gas Balancing Agreements to which any Credit Party is a party or by which any working interest in Proved Mineral Interests owned by any Credit Party is bound, aggregate net gas imbalances representing liabilities of the Credit Parties, taken as a whole, in excess of the Threshold Amount. Gas imbalances will be determined based on written agreements, if any, specifying the method of calculation thereof, or, alternatively, if no such agreements are in existence, gas imbalances will be calculated by multiplying (x) the volume of gas imbalance as of the date of calculation (expressed in thousand cubic feet) by (y) the heating value in Btu’s per thousand cubic feet, times the Henry Hub average daily spot price for the month immediately preceding the date of calculation.

26

“Maturity Date” means May 16, 2024.

“Maximum Credit Amount” means, as to any Bank, the amount set forth opposite such Bank’s name on Schedule 1 under the caption “Maximum Credit Amount”, as such amount may be terminated, reduced or increased from time to time in accordance with the provisions hereof.

“Maximum Lawful Rate” means, for each Bank, the maximum rate (or, if the context so permits or requires, an amount calculated at such rate) of interest which, at the time in question would not cause the interest charged on the portion of the Loans owed to such Bank at such time to exceed the maximum amount which such Bank would be allowed to contract for, charge, take, reserve, or receive under applicable Law after taking into account, to the extent required by applicable Law, any and all relevant payments or charges under the Loan Papers.

“Mineral Interests” means rights, estates, titles, and interests in and to oil and gas leases, oil and gas mineral leases, oil and gas royalty interests and overriding royalty interests, oil and gas production payments and net profits interests, oil and gas fee interests, and other real property rights in and to oil and gas reserves, including any reversionary or carried interests relating to the foregoing and any rights, titles, and interests created by or arising under the terms of any unitization, communitization, and pooling agreements or arrangements relating to the foregoing, whether arising by contract, by order, or by operation of Law.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgaged Property” means any Property owned by Borrower or any Guarantor which is subject to the Liens existing and to exist under the terms of the Security Instruments.

“Mortgages” means all mortgages, deeds of trust and similar instruments (and all amendments thereto and amendments and restatements thereof) creating, evidencing, or otherwise establishing the Liens on Mineral Interests that are required by Article V as may have been heretofore or may hereafter be granted or assigned to Administrative Agent to secure payment of the Obligations or any part thereof, all as amended, supplemented, or otherwise modified from time to time. All Mortgages shall be in form and substance reasonably satisfactory to Administrative Agent.

“Net Cash Proceeds” means the remainder of (a) the gross cash proceeds received by any Credit Party from any Asset Disposition (including any associated Hedge Transaction termination receipts) less (b) underwriter discounts and commissions, investment banking fees, legal, accounting and other professional fees and expenses, Taxes paid or payable as a result thereof (including any Permitted Tax Distributions), and other usual and customary transaction costs, including associated Hedge Transaction termination payments, in each case only to the extent paid or payable by a Credit Party in cash and related to such Asset Disposition.

“Non-Consenting Bank” means any Bank that does not approve (a) any consent, waiver or amendment that (i) requires the approval of all Banks or all affected Banks in accordance with the terms of Section 14.2 (other than a proposed Borrowing Base that would increase the then-current Borrowing Base) and (ii) has been approved by the Required Banks or (b) a proposed Borrowing Base pursuant to Section 4.2 or Section 4.3, as applicable, that would increase the then-current Borrowing Base that has been approved by the Super Majority Banks.

27

“Note” means a promissory note of Borrower, payable to a Bank, in substantially the form of Exhibit A hereto, evidencing the obligation of Borrower to repay to such Bank its Applicable Percentage of the Loans, together with all modifications, extensions, renewals and rearrangements thereof, and “Notes” means all of the Notes.

“Obligations” means, collectively, all present and future indebtedness, obligations and liabilities, and all renewals and extensions thereof, or any part thereof, of each Credit Party (a) to any Bank or to any Affiliate of any Bank arising pursuant to the Loan Papers, and all interest accrued thereon and costs, expenses and reasonable attorneys’ fees incurred in the enforcement or collection thereof (including any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Credit Party (or could accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such case, proceeding or other action), (b) to any Bank Products Provider in respect of Bank Products, and (c) arising under or in connection with any Hedge Transaction entered into on or after the date of this Agreement between any Credit Party and any counterparty that is or was, at the time such Hedge Transaction was entered into, a Bank or an Affiliate of a Bank, in the case of this clause (c) regardless of whether such counterparty ceases to be a Bank or an Affiliate of a Bank and excluding any additional transactions or confirmations entered into after such counterparty ceases to be a Bank or an Affiliate of a Bank, or after assignment by such counterparty to another counterparty that is not a Bank or an Affiliate of a Bank, regardless in the case of the foregoing clauses (a), (b) and (c) of whether such indebtedness, obligations and liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several or joint and several; provided that solely with respect to any Guarantor that is not an Eligible Contract Participant, any Excluded Swap Obligations of such Guarantor shall in any event be excluded from the “Obligations” owing by such Guarantor.

“Oil and Gas Hedge Transactions” means a Hedge Transaction pursuant to which any Person hedges the price to be received by it for future production of Hydrocarbons; provided, that for the sole purpose of Section 9.10, the term “Oil and Gas Hedge Transactions” shall be deemed to exclude all purchased put options or price floors for Hydrocarbons.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Paper, or sold or assigned an interest in any Loan or Loan Paper).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Paper, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 13.7).

28

“Outstanding Revolving Credit” means, at any time, the sum of (i) the aggregate Letter of Credit Exposure on such date, including the aggregate Letter of Credit Exposure related to Letters of Credit to be issued on such date, plus (ii) the aggregate outstanding principal balance of the Loans on such date, including the amount of any Borrowing to be made on such date.

“Overnight Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate and (b) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

“Owl Rock Credit Agreement” means that certain First Lien Credit Agreement dated as of July 27, 2018, among Borrower, as holdings, Brigham Minerals, LLC, as borrower, Owl Rock Capital Corporation, as administrative agent and collateral agent, and the lenders from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time.

“Owl Rock Payoff” has the meaning given to such term in Section 6.1(a)(xiii).

“Parent” means Brigham Minerals, Inc., a Delaware corporation.

“Participant” has the meaning given to such term in Section 14.8(b).

“Participant Register” has the meaning given to such term in Section 14.8(b).

“Payor” has the meaning given to such term in Section 3.4.

“Periodic Determination” means any determination of the Borrowing Base pursuant to Section 4.2.

“Periodic Term SOFR Determination Day” has the meaning given to such term in the definition of “Term SOFR”.

“Permitted Additional Debt” means any unsecured senior or unsecured senior subordinated Debt for borrowed money of Borrower or any Credit Party incurred or issued under Section 9.1(e).

“Permitted Additional Debt Documents” means any indenture or other loan agreement governing any Permitted Additional Debt, all guarantees thereof and all other agreements, documents or instruments executed and delivered by Borrower or any other Credit Party in connection with, or pursuant to, the incurrence or issuance of Permitted Additional Debt.

“Permitted Encumbrances” means with respect to any Property:

(a) Liens securing the Obligations under the Loan Papers;

(b) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;

(c) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;

29

(d) landlords’, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising in the ordinary course of business or incident to the acquisition, exploration, development, ownership, maintenance and selling, leasing or otherwise disposing of, Mineral Interests, each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;

(e) Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair the use of any material Property covered by such Lien for the purposes for which such Property is held by Borrower or any Restricted Subsidiary or materially impair the value of any material Property subject thereto;

(f) banker’s liens, rights of set-off or similar rights and remedies arising in the ordinary course of business and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account;

(g) easements, restrictions, servitudes, permits, conditions, covenants, exceptions, reservations, zoning and land use requirements and other title defects in any Property of Borrower or any Restricted Subsidiary, that in each case do not secure Debt and that in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto;

(h) Liens to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations, obligations in respect of workers’ compensation, unemployment insurance or other forms of government benefits or insurance and other obligations of a like nature incurred in the ordinary course of business;

30

(i) Liens, titles and interests of lessors (including sub-lessors) of property leased by such lessors to Borrower or any Restricted Subsidiary, restrictions and prohibitions on encumbrances and transferability with respect to such property and Borrower’s or such Restricted Subsidiary’s interests therein imposed by such leases, and Liens and encumbrances encumbering such lessors’ titles and interests in such property and to which Borrower’s or such Restricted Subsidiary’s leasehold interests may be subject or subordinate, in each case, whether or not evidenced by Uniform Commercial Code financing statement filings or other documents of record, provided that such Liens do not secure Debt of Borrower or any Restricted Subsidiary and do not encumber Property of Borrower or any Restricted Subsidiary other than the Property that is the subject of such leases and items located thereon;

(j) Liens, titles and interests of licensors of software and other intangible property licensed by such licensors to Borrower or any Restricted Subsidiary, restrictions and prohibitions on encumbrances and transferability with respect to such property and Borrower’s or such Restricted Subsidiary’s interests therein imposed by such licenses, and Liens and encumbrances encumbering such licensors’ titles and interests in such property and to which Borrower’s or such Restricted Subsidiary’s license interests may be subject or subordinate, in each case, whether or not evidenced by Uniform Commercial Code financing statement filings or other documents of record, provided that such Liens do not secure Debt of Borrower or any Restricted Subsidiary and do not encumber Property of Borrower or any Restricted Subsidiary other than the Property that is the subject of such licenses;

(k) Liens securing Capital Leases and Purchase Money Debt permitted by Section 9.1(d) but only on the Property under lease or the Property purchased, constructed or improved with such Purchase Money Debt, together with any improvements, fixtures or accessions to such Property and the proceeds of such Property, improvements, fixtures or accessions;

(l) judgment and attachment Liens not giving rise to an Event of Default; and

(m) Liens of issuers of commercial letters of credit or similar undertakings on the goods that are the subject of such letters of credit or undertakings.

Provisions in the Loan Papers allowing Permitted Encumbrances on any item of Property shall be construed to allow such Permitted Encumbrances also to cover any improvements, fixtures or accessions to such Property and the proceeds of and insurance on such Property, improvements, fixtures or accessions. No intention to subordinate any Lien granted in favor of Administrative Agent and Banks is to be hereby implied or expressed by the permitted existence of any Permitted Encumbrances. Notwithstanding anything to the contrary contained in the foregoing, the term “Permitted Encumbrances” shall not include any Lien securing Debt for borrowed money other than Debt described in the preceding clauses (a) and (k).

“Permitted Intercompany Activities” means any rendering of any service provided between or among TopCo, Parent, Holdings, Borrower and any of their respective Subsidiaries that, in the good faith judgment of Sitio OpCo, are necessary or advisable in connection with the ownership or operation of the business of TopCo, Parent, Holdings, Borrower and any of their respective Subsidiaries, including (i) payroll, cash management, purchasing and insurance, (ii) management,

31

technology and licensing arrangements, (iii) land file and revenue statement administration, land management services, engineering services, mineral and royalty management and administration, lease negotiation and (iv) any other similar activities that are necessary or advisable to the business of Borrower and any of its Subsidiaries; provided that Permitted Intercompany Activities shall not include any purchase, sale, lease or exchange of any cash, Mineral Interests or other Property between or among TopCo and its Subsidiaries (other than the Borrower and its Subsidiaries) on the one hand, and Borrower and its Subsidiaries on the other hand.

“Permitted Holders” means, collectively, (a) the Brigham Permitted Holders and (b) on or after the Sitio Merger Closing Date, the Sitio Permitted Holders.

“Permitted Investment” means:

(a) accounts receivable arising in the ordinary course of business;

(b) direct obligations of the United States or any agency thereof, or obligations fully guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of acquisition thereof;

(c) commercial paper maturing within one year from the date of acquisition thereof rated in the highest grade by S&P or Moody’s;

(d) demand deposits and time deposits (including certificates of deposit) maturing within one year from the date of creation thereof with any Bank or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 (or then equivalent grade) or P2 (or then equivalent grade), as such rating is set forth from time to time, by S&P or Moody’s, respectively;

(e) shares of any SEC registered 2a-7 money market fund that has net assets of at least $500,000,000 and the highest rating obtainable from either Moody’s or S&P;

(f) Investments made by a Credit Party in or to another Credit Party;

(g) subject to the limits of Section 8.2, Investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by any Credit Party with others in the ordinary course of business; provided that (i) any such venture is engaged primarily in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms, and (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not exceed, in the aggregate at any time outstanding, $5,000,000;

32

(h) Investments made in connection with entering into or performing operating agreements, mineral leases, processing agreements, farm-out agreements, contracts for the sale, transportation or exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual interest agreements, production sharing agreements or other similar or customary agreements, transactions or arrangements, in each case made or entered into in the ordinary course of the oil and gas business, excluding, however, Investments in Equity Interests issued by other Persons; provided that, none of the foregoing shall involve the incurrence of any Debt not permitted by Section 9.1;

(i) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this definition, or owing to a Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or as a result of the enforcement of any Lien in favor of such Credit Party; provided that such Credit Party shall give Administrative Agent prompt written notice in the event that the aggregate amount of all investments held at any one time under this clause (i) exceeds $5,000,000;

(j) Investments in Unrestricted Subsidiaries, provided that (i) the aggregate unrecovered Invested amount of all such Investments shall not at any time exceed the sum of (A) $5,000,000 plus (B) any additional amounts funded entirely by capital contributions (other than proceeds of Disqualified Capital Stock) received by Borrower from the holders of its Equity Interests within ten (10) Business Days prior to the making of any such Investment and (ii) no Event of Default or Borrowing Base Deficiency shall exist at the time of, or immediately following, the making of such Investment; and

(k) other Investments of any kind not to exceed at any time the Threshold Amount in aggregate unrecovered Invested amount (provided that to the extent any Investments are received as partial consideration for entering into contracts for the gathering, processing, transportation or marketing of Hydrocarbons, such Investments shall be deemed to have an unrecovered Invested amount of zero).

“Permitted Tax Distributions” means, with respect to any taxable period (or portion thereof) during which Borrower is taxable as a partnership or is a disregarded entity for United States federal income tax purposes, one or more tax distributions to the member(s) of Borrower in an aggregate amount, with respect to each such taxable period (or portion thereof), that does not exceed the amount required to make a pro rata distribution to each direct or indirect owner of Borrower equal to (a) the product of (i) the sum of the highest marginal United States federal and New York state income tax rates applicable to individuals (or, if higher, corporations) on ordinary income (including any tax rate imposed on “net investment income” by Section 1411 of the Code, but without taking into account the deductibility of state and local taxes), multiplied by (ii) the taxable income (or estimates thereof) allocable to such direct or indirect owner of Borrower as a result of the operations or activities of Borrower and its Subsidiaries during such taxable period (or portion thereof) or (b) if higher, in the case of Ultimate Parent and its Consolidated Subsidiaries, an amount that will enable Ultimate Parent and its Consolidated Subsidiaries to timely satisfy all of their U.S. federal, state and local tax liabilities (including estimates thereof) arising solely from their direct or indirect interest in Borrower.

33

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Pine Brook Group” means Pine Brook BXP Intermediate, L.P., Pine Brook BXP II Intermediate, L.P., Pine Brook PD Intermediate, L.P., any of the foregoing Persons’ Affiliates (other than portfolio companies thereof), and any fund managed or administered by any such Person or any of its Affiliates, and the phrase “member of the Pine Brook Group” shall be construed accordingly.

“Plan” means any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code and which (a) is currently or hereafter sponsored, maintained or contributed to by Borrower, a Subsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the Effective Date, sponsored, maintained or contributed to by Borrower, a Credit Party or an ERISA Affiliate.

“Platform” has the meaning given to such term in Section 8.1.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including cash, securities, accounts and contract rights.

“Proved Mineral Interests” means, collectively, Proved Producing Mineral Interests, Proved Non-producing Mineral Interests, and Proved Undeveloped Mineral Interests.

“Proved Non-producing Mineral Interests” means all Mineral Interests to which proved developed non-producing reserves of oil or gas are attributed.

“Proved Producing Mineral Interests” means all Mineral Interests to which proved developed producing reserves of oil or gas are attributed.

“Proved Undeveloped Mineral Interests” means all Mineral Interests to which proved undeveloped reserves of oil or gas are attributed.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Bank” has the meaning given to such term in Section 8.1.

“Purchase Money Debt” means Debt, the proceeds of which are used to finance the acquisition, construction, or improvement of inventory, equipment or other Property in the ordinary course of business; provided, however, that such Debt is incurred no later than 120 days after such acquisition or the completion of such construction or improvement.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning set forth in Section 14.21.

34

“Qualified ECP Guarantor” means, with respect to any Benefitting Guarantor, in respect of any Hedge Transaction, each Credit Party that, at the time the guaranty by such Benefitting Guarantor of, or the grant by such Benefitting Guarantor of a security interest or other Lien securing, obligations under such Hedge Transaction is entered into or becomes effective with respect to, or at any other time such Benefitting Guarantor is by virtue of such guaranty or grant of a security interest or other Lien otherwise deemed to enter into, such Hedge Transaction, constitutes an Eligible Contract Participant and can cause such Benefitting Guarantor to qualify as an Eligible Contract Participant at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means (a) Administrative Agent, (b) any Bank and (c) any Letter of Credit Issuer, as applicable.

“Recognized Value” means, with respect to Proved Mineral Interests, the value attributed to such Mineral Interests in the most recent Determination of the Borrowing Base pursuant to Article IV (or for purposes of determining the initial Borrowing Base in the event no such Determination has occurred), based upon the present value discounted at 10% per annum of the estimated net cash flow to be realized from the production of Hydrocarbons from such Mineral Interests and taking into account the risk discounts applied by Banks to the various categories of Proved Mineral Interests.

“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the correlative meaning thereto.

“Register” has the meaning given to such term in Section 14.8(d).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System of the United States or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System of the United States or the Federal Reserve Bank of New York, or any successor thereto.

“Request for Borrowing” means a request by Borrower for a Borrowing in accordance with Section 2.2.

“Request for Letter of Credit” means a request by Borrower for a Letter of Credit in accordance with Section 2.3.

“Required Banks” means (a) as long as the Commitments are in effect, Banks having an aggregate Applicable Percentage of 66-2/3% or more of the Aggregate Maximum Credit Amount, and (b) following termination or expiration of the Commitments, Banks holding 66-2/3% or more of the Outstanding Revolving Credit, subject in each case to Section 3.5(a); provided that, in each case, in the event there are only two or three Banks, Required Banks means at least two unaffiliated Banks.

35

“Required Payment” has the meaning given to such term in Section 3.4.

“Required Reserve Value” means Proved Mineral Interests that have a Recognized Value of not less than 80% of the Recognized Value of all Proved Mineral Interests held by Borrower and its Restricted Subsidiaries.

“Reserve Report” means an unsuperseded engineering analysis of the Mineral Interests owned by Borrower and its Restricted Subsidiaries in form and substance reasonably acceptable to Administrative Agent prepared in accordance with customary and prudent practices in the petroleum engineering industry for similarly-situated owners of non-operated Mineral Interests. Each Reserve Report required to be delivered by March 31 of each year pursuant to Section 4.1 shall be prepared by an Approved Petroleum Engineer. Each other Reserve Report may, at Borrower’s option, be prepared by Borrower’s in-house staff or by an Approved Petroleum Engineer. For purposes of Section 4.1, and until superseded, the Initial Reserve Report shall be considered a Reserve Report.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interest in Borrower or any of its Restricted Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interest in Borrower or any of its Restricted Subsidiaries.

“Restricted Subsidiary” means any Subsidiary of Borrower that is not an Unrestricted Subsidiary.

“Revolving Availability” means, at any time: (a) the Total Commitment in effect at such time minus (b) the Outstanding Revolving Credit at such time.

“Rolling Period” means (a) for each of the Fiscal Quarters ending June 30, 2019, September 30, 2019 and December 31, 2019, the applicable period commencing on April 1, 2019 and ending on the last day of such applicable Fiscal Quarter, and (b) for each Fiscal Quarter ending thereafter, any period of four consecutive Fiscal Quarters ending on the last day of such applicable Fiscal Quarter.

“Rollover Notice” has the meaning given to such term in Section 2.5(c).

“S&P” means Standard & Poor’s Rating Service, a division of S&P Global Inc., and any successor thereto that is a nationally recognized rating agency.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.

36

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

“Schedule” means a “schedule” attached to this Agreement and incorporated herein by reference, unless specifically indicated otherwise.

“SEC” means the Securities and Exchange Commission or any successor Governmental Authority.

“Second Amendment” means that certain Second Amendment to Credit Agreement dated as of February 25, 2020, among Borrower, the Guarantors party thereto, the Administrative Agent and the Banks party thereto.

“Secured Hedge Provider” means any (a) Person that is a party to a Hedge Transaction with a Credit Party that entered into such Hedge Transaction before or while such Person was a Bank or an Affiliate of a Bank, whether or not such Person at any time ceases to be a Bank or an Affiliate of a Bank, as the case may be, or (b) assignee of any Hedge Transaction (by novation or otherwise) from any Person described in clause (a) above so long as such assignee is a Bank or an Affiliate of a Bank.

“Secured Parties” means, collectively, Administrative Agent, Banks, the Letter of Credit Issuer, the Bank Products Providers and Secured Hedge Providers, and “Secured Party” means any of them individually.

“Securities Account” shall have the meaning set forth in Article 8 of the UCC.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreement” means a security and pledge agreement substantially in the form of Exhibit G hereto to be executed by Borrower, and each existing and future Restricted Subsidiary of Borrower, pursuant to which each Credit Party grants a security interest in substantially all of its personal property (subject to the exclusions provided therein) in favor of Administrative Agent for the benefit of the Secured Parties to secure the Obligations, together with each other joinder or supplement thereto delivered pursuant to Article V or otherwise, in each case as amended, supplemented, or otherwise modified from time to time.

“Security Instruments” means the Facility Guaranty, the Security Agreement, the Mortgages, and any and all other agreements and instruments, now or hereafter executed and delivered by Borrower or any Restricted Subsidiary as security for, or as a guaranty of, the payment or performance of the Obligations, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements or instruments may be amended, modified, supplemented or restated from time to time. Hedge Agreements do not constitute Security Instruments.

37

“Sitio Credit Facilities” means (a) each “Sitio Credit Facility” as defined in the Sixth Amendment and (b) any other debt facility of TopCo and/or its Subsidiaries (other than Borrower and its Subsidiaries).

“Sitio GP” means Sitio Royalties GP, LLC, a Delaware limited liability company.

“Sitio Merger” means the collective reference to the Mergers (as defined in the Sitio Merger Agreement).

“Sitio Merger Agreement” means that certain Agreement and Plan of Merger, dated as of September 6, 2022, by and among Holdings, Parent, Snapper Merger Sub I, Inc., a Delaware corporation, Snapper Merger Sub II, LLC, a Delaware limited liability company, Sitio OpCo, and Sitio Parent.

“Sitio Merger Closing Date” means the Closing Date (as defined in the Sitio Merger Agreement).

“Sitio Merger Expenses” is defined in the definition of “Consolidated EBITDA”.

“Sitio Merger Transactions” means (i) the execution, delivery and performance by Parent, Holdings, Borrower and their respective Subsidiaries of the Sitio Merger Agreement and the consummation of the Sitio Merger, (ii) the execution, delivery and performance by Parent, Holdings, Borrower and any Subsidiary of the foregoing of any amendment, waiver or modification of their respective debt financing facilities in connection with the Sitio Merger, including any borrowing base redeterminations thereunder and (iii) the payment of fees, costs and expenses in connection with the foregoing.

“Sitio OpCo” means Sitio Royalties Operating Partnership, LP, a Delaware limited partnership.

“Sitio Parent” means Sitio Royalties Corp., a Delaware corporation, to be renamed “STR Sub Inc.” upon consummation of the Sitio Merger.

“Sitio Permitted Holders” collectively, (a) The Blackstone Group, Inc., (b) Oaktree Capital Management, L.P., (c) Kimmeridge Energy Management Company, LLC, (d) Kimmeridge Mineral Fund, LP and (e) trusts, partnerships, limited liability companies, corporations or other entities that are Controlled by one or more Persons in the foregoing clauses (a), (b), (c), and (d).

“Sixth Amendment” means that certain Sixth Amendment to Credit Agreement dated as of the Sixth Amendment Effective Date, among Borrower, the Guarantors party thereto, the Administrative Agent and the Banks party thereto.

“Sixth Amendment Effective Date” means December 29, 2022.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

38

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” means any Borrowing which will constitute a SOFR Tranche.

“SOFR Loan” means any Loan bearing interest at a rate based on Adjusted Term SOFR as provided in Section 2.5(b).

“SOFR Tranche” means, with respect to any Interest Period, any portion of the principal amount outstanding under the Loans which bears interest at a rate computed by reference to the Adjusted Term SOFR for such Interest Period.

“Special Damages” has the meaning given to such term in Section 14.13.

“Special Determination” means any determination of the Borrowing Base pursuant to Article IV or Section 5.2 other than a Periodic Determination.

“Specified Consolidated Cash Balance Test Date” has the meaning given to such term in Section 2.6(d).

“Sponsors” means each member of the Warburg Group, each member of the Pine Brook Group and each member of the Yorktown Group.

“Stockholders’ Agreement” means that certain Stockholders’ Agreement dated as of April 23, 2019 by and between the Sponsors and Parent as in effect on the Effective Date.

“Subsidiary” means, for any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions (including that of a general partner or managing member) are at the time directly or indirectly owned, collectively, by such Person and any Subsidiaries of such Person. The term “Subsidiary” shall include Subsidiaries of Subsidiaries (and so on).

“Super Majority Banks” means (a) as long as the Commitments are in effect, Banks having an aggregate Applicable Percentage of 80% or more of the Aggregate Maximum Credit Amount, and (b) following termination or expiration of the Commitments, Banks holding 80% or more of the Outstanding Revolving Credit, subject in each case to Section 3.5(a); provided that, in each case, as long as there are less than three Banks, Super Majority Banks means all Banks.

“Supported QFC” has the meaning set forth in Section 14.21.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges, or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

39

“Term SOFR” means:

(i) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and

(ii) for any calculation with respect to an Adjusted Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Adjustment” means, for any calculation with respect to any Adjusted Base Rate Tranche (if calculated pursuant to clause (c) of the definition of “Adjusted Base Rate”) or any SOFR Tranche, a percentage per annum equal to 0.10%.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Date” means the earlier of (a) the Maturity Date and (b) any earlier date on which the Commitments, Aggregate Maximum Credit Amount or the Aggregate Elected Commitment Amount are terminated in full or otherwise reduced to zero, as the case may be, pursuant to Section 2.9, Section 2.15(f) or Section 11.1.

“Third Amendment” means that certain Third Amendment to Credit Agreement dated as of July 7, 2021, among Borrower, the Guarantors party thereto, the Administrative Agent and the Banks party thereto.

40

“Threshold Amount” means the greater of (a) $10,000,000 and (b) 7.5% of the Borrowing Base then in effect; provided that the Threshold Amount shall not exceed $20,000,000 at any time.

“TopCo” means Snapper Merger Sub I, Inc., a Delaware corporation, to be renamed “Sitio Royalties Corp.” upon consummation of the Sitio Merger.

“Total Commitment” means the sum of all of the Banks’ Commitments.

“Total Net Funded Debt” means, at any date of determination, (a) the aggregate principal amount of all Debt (without duplication) of Borrower and its Consolidated Restricted Subsidiaries described in clauses (a), (b), (d) or (e) of the definition of “Debt”, other than Debt with respect to letters of credit to the extent such letters of credit have not been drawn (and subject to the proviso at the end of the definition of “Debt”) less (b) the amount of unrestricted cash and cash equivalents of Borrower and its Consolidated Restricted Subsidiaries on such date; provided that the amount under this clause (b) shall not exceed $25,000,000.

“Tranche” means an Adjusted Base Rate Tranche or a SOFR Tranche and “Tranches” means Adjusted Base Rate Tranches or SOFR Tranches or any combination thereof.

“Type” means with reference to a Tranche, the characterization of such Tranche as an Adjusted Base Rate Tranche or a SOFR Tranche based on the method by which the accrual of interest on such Tranche is calculated.

“UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent’s or any Secured Party’s Lien pursuant to any Security Instrument.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Ultimate Parent” means (a) prior to the Sitio Merger Closing Date, Parent and (b) from and after the Sitio Merger Closing Date, TopCo.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unrestricted Subsidiary” means any Subsidiary of Borrower designated as such on Schedule 3 or which Borrower has designated in writing to Administrative Agent to be an Unrestricted Subsidiary pursuant to Section 9.11.

41

“USA Patriot Act” means the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning set forth in Section 14.21.

“U.S. Tax Compliance Certificate” has the meaning given such term in Section 13.5(g).

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.2(a), 2.5(c) and 2.7, in each case, such day is also a Business Day.

“Warburg Group” means Brigham Parent Holdings, L.P., Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, WP Brigham Holdings, L.P., WP Energy Brigham Holdings, L.P., WP Energy Partners Brigham Holdings, L.P., Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, Warburg Pincus Energy (E&P)-A (Brigham), LLC, any of the foregoing Persons’ Affiliates (other than portfolio companies thereof), and any fund managed or administered by any such Person or any of its Affiliates, and the phrase “member of the Warburg Group” shall be construed accordingly.

“Withholding Agent” means any Credit Party or Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

“Yorktown Group” means Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P., Yorktown Energy Partners XI, L.P., YT Brigham Co Investment Partners, LP, any of the foregoing Persons’ Affiliates (other than portfolio companies thereof), and any fund managed or administered by any such Person or any of its Affiliates, and the phrase “member of the Yorktown Group” shall be construed accordingly.

Section 1.3 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most

42

recent audited consolidated financial statements delivered to Banks except (a) that, notwithstanding GAAP and FASB ASC 842, Borrower’s and Ultimate Parent’s accounting treatment of capital leases and operating leases for covenant compliance purposes hereunder shall be consistent with Borrower’s accounting treatment thereof as was in effect on December 15, 2018 and (b) for changes in which Borrower’s and/or Ultimate Parent’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to Banks pursuant to Section 8.1(a) and Section 8.1(b); provided that, unless Borrower and Majority Banks shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained in Article IX or Article X are computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 10.1, and the components of each of such ratios, all Unrestricted Subsidiaries, and their Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its Subsidiaries to Borrower or any Restricted Subsidiary, which shall be deemed to be income to Borrower or such Restricted Subsidiary when actually received by it.

Section 1.4 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “SOFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “SOFR Borrowing”).

Section 1.5 Interpretation. As used herein, the term “including” in its various forms means including without limitation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” is not exclusive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Papers), (b) any reference herein to any Law shall be construed as referring to such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in the Loan Papers), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). No provision of this Agreement or any other Loan Paper shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

43

Section 1.6 Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 13.1(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.7 Divisions. For all purposes under the Loan Papers, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II

THE CREDIT FACILITIES

Section 2.1 Commitments.

(a) Subject to Section 2.1(c) and the other terms and conditions set forth in this Agreement, each Bank severally agrees to lend to Borrower from time to time prior to the Termination Date amounts not to exceed in the aggregate at any one time outstanding, the amount of such Bank’s Commitment less such Bank’s Letter of Credit Exposure, to the extent any such Loan would not cause the Outstanding Revolving Credit to exceed the Total Commitment. Each Borrowing shall (i) be in an aggregate principal amount of $500,000 or any larger integral multiple of $100,000, and (ii) be made from each Bank ratably in accordance with its respective Applicable Percentage. Subject to the foregoing limitations and the other provisions of this Agreement, Borrower may borrow under this Section 2.1(a), repay amounts borrowed under this Section 2.1(a) and request new Borrowings under this Section 2.1(a).

44

(b) The Letter of Credit Issuer will issue Letters of Credit, from time to time during the Letter of Credit Period upon request by Borrower, for the account of Borrower, so long as (i) the sum of (A) the total Letter of Credit Exposure of all Banks then existing, and (B) the amount of the requested Letter of Credit, does not exceed the lesser of (x) $10,000,000 and (y) the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount), and (ii) Borrower would be entitled to a Borrowing under Section 2.1(c) and Section 6.2 in the amount of the requested Letter of Credit; provided that, the Letter of Credit Issuer shall not be under any obligation to issue any Letter of Credit if a default of any Bank’s obligations to fund under Section 2.1 exists or any Bank is at such time a Defaulting Bank hereunder, unless the Letter of Credit Issuer has entered into arrangements satisfactory to Letter of Credit Issuer with Borrower or such Bank to eliminate the Letter of Credit Issuer’s risk with respect to such Bank. Not less than three Business Days prior to the requested date of issuance of any such Letter of Credit, Borrower shall execute and deliver to the Letter of Credit Issuer, the Letter of Credit Issuer’s customary letter of credit application (“Letter of Credit Application”). Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer. Unless otherwise expressly agreed by the Letter of Credit Issuer and Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. No Letter of Credit shall have an expiration date later than the earlier of (1) five Business Days prior to the Termination Date and (2) one year from the date of issuance (subject to any applicable automatic renewal provision) and no Letter of Credit shall be issued in a currency other than U.S. Dollars. Upon the date of issuance of a Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and irrevocably purchased from the Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank’s Applicable Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, Administrative Agent shall provide notice to each Bank by telephone or facsimile setting forth each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank’s participation percentage of each such Letter of Credit and the actual dollar amount of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. In connection with the issuance of Letters of Credit hereunder, Borrower shall pay to Administrative Agent in respect of such Letters of Credit (a) the applicable Letter of Credit Fee in accordance with Section 2.12, (b) the applicable Letter of Credit Fronting Fee in accordance with Section 2.12, and (c) all customary administrative, issuance, amendment, payment, and negotiation charges of the Letter of Credit Issuer; provided that, no such Letter of Credit Fee shall accrue or be deemed to have accrued, or be owing or payable by Borrower to Administrative Agent or any Letter of Credit Issuer for the account of any Defaulting Bank with respect to its share of such Letter of Credit Fee in the event Borrower has entered into an arrangement with or provided cash collateral to the Letter of Credit Issuer with respect to the Letter of Credit Issuer’s risk with respect to such Bank’s obligation to fund its Applicable Percentage share of the aggregate existing Letter of Credit Exposure with respect to such Letter of Credit. Administrative Agent shall distribute the Letter of Credit Fee to Banks in accordance with their respective Applicable Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee, and the charges described in clause (c) of the immediately preceding sentence, to the Letter of Credit Issuer for its own account. Any increase, renewal or extension of any Letter of Credit shall be deemed to be the issuance of a new Letter of Credit for purposes of this Section 2.1(b).

45

Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such Security Instruments with respect to such deposit of funds in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Majority Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b). Whenever Borrower is required to make deposits under this Section 2.1(b) and fail to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, any guarantor, or any other Person liable for all or any part of the Obligations.

In the event there exists one or more Defaulting Banks, Borrower shall, on the next succeeding Business Day following request from Administrative Agent, deposit with Administrative Agent such funds as Administrative Agent may reasonably request, up to a maximum Letter of Credit Exposure attributable to such Defaulting Bank(s) as security for such Defaulting Bank’s Letter of Credit Exposure. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy drafts or demands attributable to such Defaulting Bank(s). When there are no longer any Defaulting Banks or no longer any Letters of Credit outstanding, Administrative Agent shall release to Borrower any remaining funds deposited under this paragraph.

Notwithstanding anything to the contrary contained herein, Borrower hereby agrees to reimburse the Letter of Credit Issuer, in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (x) on the same Business Day the Letter of Credit Issuer makes demand for such reimbursement if such demand is made at or prior to 11:00 a.m. (New York, New York time) and (y) on the next Business Day after such demand for reimbursement if such demand is made after 11:00 a.m. (New York, New York time). Payment shall be made by Borrower with interest on the amount so paid or disbursed by the Letter of Credit Issuer from and including the date payment is made under any Letter of Credit to but excluding the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower and until all other Obligations shall have been paid in full.

The reimbursement obligations of Borrower under this Section 2.1(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Papers (including any Letter of Credit Application executed pursuant to this Section 2.1(b)) under and in all circumstances whatsoever and Borrower hereby waives any defense to the payment of such reimbursement obligations based on any circumstance whatsoever,

46

including in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that the Letter of Credit Issuer shall not be excused from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable law) suffered by Borrower that are caused by the Letter of Credit Issuer’s failure to exercise due care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or by the Letter of Credit Issuer’s gross negligence or willful misconduct.

As among Borrower on the one hand, Administrative Agent, and each Bank, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of Letters of Credit by, the beneficiary of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of Administrative Agent, the Letter of Credit Issuer or any Bank shall be responsible for:

(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any Letter of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason;

(iii) the failure of the beneficiary of the Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit;

(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, or otherwise, whether or not they be in cipher;

(v) errors in interpretation of technical terms;

(vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof;

(vii) the misapplication by the beneficiary of the Letter of Credit of the proceeds of any drawing under such Letter of Credit; or

(viii) any consequences arising from causes beyond the control of Administrative Agent or any Bank.

47

In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Letter of Credit Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Borrower shall be obligated to reimburse the Letter of Credit Issuer through Administrative Agent upon demand for all amounts paid under Letters of Credit as set forth in the third paragraph of this Section 2.1(b); provided that, if Borrower for any reason fails to reimburse the Letter of Credit Issuer in full when such reimbursement is required under such paragraph, Banks shall reimburse the Letter of Credit Issuer in accordance with each Bank’s Applicable Percentage for amounts due and unpaid from Borrower as set forth herein below; provided further that, no such reimbursement made by Banks shall discharge Borrower’s obligations to reimburse the Letter of Credit Issuer. All reimbursement amounts payable by any Bank under this Section 2.1(b) shall include interest thereon at the Federal Funds Effective Rate, from the date of the payment of such amounts by the Letter of Credit Issuer to but excluding the date of reimbursement by such Bank. No Bank shall be liable for the performance or nonperformance of the obligations of any other Bank under this paragraph. The reimbursement obligations of Banks under this paragraph shall continue after the Termination Date and shall survive termination of this Agreement and the other Loan Papers.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that, with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Application or other document related to such Letter of Credit, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(c) No Bank will be obligated to lend to Borrower or incur Letter of Credit Exposure under this Section 2.1, and Borrower shall not be entitled to borrow hereunder or obtain Letters of Credit hereunder (i) if the amount of the Outstanding Revolving Credit exceeds the Total Commitment at such time, or (ii) in an amount which would cause the Outstanding Revolving Credit to exceed the Total Commitment. Nothing in this Section 2.1(c) shall be deemed to limit any Bank’s obligation to reimburse the Letter of Credit Issuer with respect to such Bank’s participation in Letters of Credit issued by the Letter of Credit Issuer as provided in Section 2.1(b).

Section 2.2 Method of Borrowing.

(a) In order to request any Borrowing hereunder, Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) prior to 10:00 a.m. (Central time) on the Borrowing Date of a proposed Adjusted Base Rate Borrowing, and (ii) prior to 11:00 a.m. (Central time) at least three (3) U.S. Government Securities Business Days before the Borrowing Date of a proposed SOFR Borrowing. Each such Request for Borrowing shall be substantially in the form of Exhibit B hereto, and shall specify:

(A) whether such Borrowing is to be an Adjusted Base Rate Borrowing or a SOFR Borrowing;

48

(B) the Borrowing Date of such Borrowing, which shall be a Business Day;

(C) the aggregate amount of such Borrowing;

(D) in the case of a SOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period;

(E) the Outstanding Revolving Credit exposure on the date thereof; and

(F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing).

Each Request for Borrowing shall constitute a representation by Borrower that the amount of the requested Borrowing shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount).

(b) Upon receipt of a Request for Borrowing described in Section 2.2(a), Administrative Agent shall promptly notify each Bank (as applicable) of the contents thereof and the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower.

(c) Not later than 12:00 p.m. (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Percentage of such Borrowing, in funds immediately available to Administrative Agent at its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to Borrower at Administrative Agent’s aforesaid address or, if requested by Borrower, by wire transfer of such funds as specified by Borrower.

Section 2.3 Method of Requesting Letters of Credit.

(a) In order to request any Letter of Credit hereunder, Borrower shall hand deliver or telecopy to the Letter of Credit Issuer with a copy to Administrative Agent a duly completed Request for Letter of Credit prior to 10:00 a.m. (Central time) at least three Business Days before the date specified for issuance of such Letter of Credit. Each Request for Letters of Credit shall be substantially in the form of Exhibit C hereto, shall be accompanied by the applicable Letter of Credit Issuer’s duly completed and executed Letter of Credit Application and shall specify:

(i) the requested date for issuance of such Letter of Credit;

49

(ii) the terms of such requested Letter of Credit, including the name and address of the beneficiary, the stated amount, the expiration date and the text of the certificate to be presented along with drafts under such Letter of Credit;

(iii) the Outstanding Revolving Credit exposure on the date thereof; and

(iv) the pro forma total Outstanding Revolving Credit exposure (giving effect to the requested Letter of Credit issuance).

A Letter of Credit shall be issued, amended, renewed or extended only if (and each Request for Letter of Credit in connection therewith shall constitute a representation and warranty by Borrower that), after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (A) the sum of (1) the total Letter of Credit Exposure of all Banks then existing and (2) the amount of the issued, amended, renewed or extended Letter of Credit Exposure does not exceed the lesser of (x) $10,000,000 and (y) the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount) and (B) the total Outstanding Revolving Credit exposure shall not exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount).

(b) Upon receipt of a Request for Letter of Credit described in Section 2.3(a), Administrative Agent shall promptly notify each Bank of the contents thereof, including the amount of the requested Letter of Credit, and such Request for Letter of Credit shall not thereafter be revocable by Borrower.

(c) No later than 12:00 p.m. (Central time) on the date specified for the issuance of such Letter of Credit, unless Administrative Agent notifies the Letter of Credit Issuer that any applicable condition precedent set forth in Section 6.2 has not been satisfied, the applicable Letter of Credit Issuer will issue and deliver such Letter of Credit pursuant to the instructions of Borrower.

Notwithstanding anything herein to the contrary, the Letter of Credit Issuer shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit (1) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (2) if any order, judgment or decree of any Governmental Authority or arbitrator, in either case, with jurisdiction over the Letter of Credit Issuer, shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any Law relating to the Letter of Credit Issuer or any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Letter of

50

Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Letter of Credit Issuer in good faith deems material to it or (3) if the issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer applicable to letters of credit generally under similar circumstances for similarly situated borrowers; provided that, notwithstanding anything herein to the contrary, (x) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (2) above, regardless of the date enacted, adopted, issued or implemented.

Section 2.4 Notes. Upon request by any Bank, the Loans made by such Bank shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit A, dated, in the case of (a) any Bank party hereto as of the date of this Agreement, as of the date of this Agreement, (b) any Bank that becomes a party hereto pursuant to an Assignment and Assumption Agreement, as of the effective date of the Assignment and Assumption Agreement, or (c) any Additional Bank that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.15(b), as of the effective date of such increase, in each case, payable to such Bank in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Bank’s Maximum Credit Amount increases or decreases for any reason, Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease (to the extent so requested), a new Note payable to such Bank in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Borrower will be obligated, as provided herein, to repay the Loans made by each Bank regardless of whether or not such Bank requests a Note.

Section 2.5 Interest Rates; Payments; No Premiums.

(a) The principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest (computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of (i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche shall be payable as it accrues on the last day of each Fiscal Quarter.

(b) The principal amount of the Loans outstanding from day to day which is the subject of a SOFR Tranche shall bear interest (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Term SOFR, plus (ii) the Applicable Margin; provided, that in no event shall the rate charged hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on any portion of the Loans subject to a SOFR Tranche having an Interest Period of six (6) or twelve (12) months shall be payable on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent, three-month period during such Interest Period.

51

(c) So long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it be the subject of an Adjusted Base Rate Tranche or one or more SOFR Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted Term SOFR, respectively (each such option is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum amount of $500,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted Base Rate Tranche and how much of the Loans are the subject of SOFR Tranches only (and for no other purpose), be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted Base Rate Tranche or SOFR Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or SOFR Tranche into which such change was made. Prior to the termination of each Interest Period with respect to each SOFR Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent by the time a Request for Borrowing would be required under Section 2.2 if Borrower were requesting a Borrowing of the Type resulting from such election, prior to the termination of the Interest Period then expiring. If Borrower shall specify a SOFR Tranche, such Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each Rollover Notice shall be irrevocable and effective upon notification thereof to Administrative Agent. If the required Rollover Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal of any Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the limitations set forth in this Section 2.5(c) on the minimum amount of SOFR Tranches, Borrower shall have the right to convert all or part of the Adjusted Base Rate Tranche to a SOFR Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) U.S. Government Securities Business Days prior to the date on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected by Borrower shall be a U.S. Government Securities Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion of the principal of any Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a SOFR Tranche and no SOFR Tranche may be continued as such when any Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate Tranche on the last day of each applicable Interest Period. If at Borrower’s election any SOFR Tranche is converted into an Adjusted Base Rate Tranche prior to the end of an Interest Period, Borrower will make any payment required by Section 3.3. In no event shall more than ten (10) Interest Periods be in effect with respect to the SOFR Loans at any time.

52

(d) Notwithstanding anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and, to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand.

(e) Administrative Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

(f) All prepayments made or required under this Agreement, whether mandatory or voluntary or otherwise, shall be without premium or penalty, provided that Borrower shall be obligated to make any payments required under Section 3.3.

(g) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Paper, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Paper. The Administrative Agent will promptly notify the Borrower and the Banks of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 2.6 Mandatory Prepayments.

(a) Promptly (and in any event within two Business Days) after the consummation by any Credit Party of any Asset Disposition pursuant to Section 9.5 that creates a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency) pursuant to Section 4.6, Borrower shall (i) apply a portion of the Net Cash Proceeds equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) as a mandatory prepayment on the Loans and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. Notwithstanding the foregoing, if an Event of Default exists on the date of the consummation of any Asset Disposition, then, unless Required Banks and Borrower agree otherwise, all Net Cash Proceeds from any such Asset Disposition shall be applied as a mandatory prepayment on the Loans in accordance with Section 3.2(c).

(b) Promptly (and in any event within two Business Days) after the incurrence or issuance by any Credit Party of any Permitted Additional Debt that creates a Borrowing Base Deficiency pursuant to Section 4.7, Borrower shall (i) prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with

53

Administrative Agent on behalf of the Banks an amount equal to such Borrowing Base Deficiency to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. Notwithstanding the foregoing, if an Event of Default exists on the date of the incurrence or issuance of the Permitted Additional Debt, then, unless Required Banks and Borrower agrees otherwise, all proceeds from any such Permitted Additional Debt shall be applied as a mandatory prepayment on the Loans in accordance with Section 3.2(c).

(c) Upon any termination or reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.9 or any reduction in the Aggregate Elected Commitment Amount pursuant to Section 2.15(f) that results in the Outstanding Revolving Credit exceeding the Total Commitment, on the effective date of any such termination or reduction, Borrower shall prepay the Loans (together with accrued interest thereon) in an amount sufficient to cause the Outstanding Revolving Credit to be equal to or less than the Total Commitment as thereby reduced (and Administrative Agent shall distribute to each Bank in like funds that portion of any such payment as is required to cause the principal balance of the Loans held by such Bank to be not greater than its Commitment as thereby reduced), and any such payment shall be accompanied by amounts due under Section 3.3).

(d) If, as of the end of the last Business Day of any calendar month (each such date, a “Specified Consolidated Cash Balance Test Date”), commencing with the calendar month ending June 2021, the Consolidated Cash Balance exceeds the Consolidated Cash Balance Threshold, then the Borrower shall promptly (and in any event within three (3) Business Days after such Specified Consolidated Cash Balance Test Date), prepay the Borrowings in an aggregate principal amount equal to the lesser of (A) the amount of such excess and (B) the unpaid principal balance of the Borrowings.

Section 2.7 Voluntary Prepayments. Borrower may, subject to Section 3.3 and the other provisions of this Agreement, upon (a) same-Business Day advance notice (no later than 11:00 a.m. (Central time)) to Administrative Agent with respect to Adjusted Base Rate Borrowings, and (b) three (3) U.S. Government Securities Business Days advance notice (no later than 11:00 a.m. (Central time)) to Administrative Agent with respect to SOFR Borrowings, prepay the principal of the Loans in whole or in part. Any partial prepayment shall be in a minimum amount of $100,000 and shall be in an integral multiple of $100,000.

Section 2.8 Mandatory Termination of Commitments; Termination Date and Maturity. The Total Commitment (and the Commitment of each Bank) shall terminate on the Termination Date. The outstanding principal balance of the Loans, all accrued but unpaid interest thereon, and all other Obligations shall be due and payable in full on the Termination Date.

Section 2.9 Optional Termination and Voluntary Reduction of Aggregate Maximum Credit Amount. Borrower may, by notice to Administrative Agent three (3) Business Days prior to the effective date of any such termination or reduction, terminate or permanently reduce the Aggregate Maximum Credit Amount; provided that (i) any reduction shall be in amounts not less than $500,000 or any larger multiple of $500,000 (or shall be in an amount equal to the entire Aggregate Maximum Credit Amount) and (ii) upon any reduction of the Aggregate Maximum Credit Amount that would otherwise result in the Aggregate Maximum Credit Amount being less

54

than the Aggregate Elected Commitment Amount, the Aggregate Elected Commitment Amount shall be automatically reduced (ratably among all Banks in accordance with each Bank’s Applicable Percentage) so that it equals the Aggregate Maximum Credit Amount as so reduced. Notwithstanding the foregoing, Borrower shall not be permitted to voluntarily reduce the Aggregate Maximum Credit Amount to an amount less than the aggregate Letter of Credit Exposure of all Banks.

Section 2.10 Application of Payments. Each repayment pursuant to Section 2.6, Section 2.7, Section 2.8, Section 2.9 and Section 4.4 shall be made together with accrued interest to the date of payment, and shall be applied to payment of the Loans in accordance with Section 3.2 and the other provisions of this Agreement.

Section 2.11 Commitment Fee. On the Termination Date, and on the last day of each Fiscal Quarter prior to the Termination Date, and in the event the Commitments are terminated in their entirety prior to the Termination Date, on the date of such termination, commencing with the last day of the Fiscal Quarter ending on June 30, 2019, Borrower shall pay to Administrative Agent, for the ratable benefit of each Bank based on each Bank’s Applicable Percentage, a commitment fee equal to the Commitment Fee Percentage (computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days) of the average daily Revolving Availability for the Fiscal Quarter (or portion thereof) then ended; provided that, the aforementioned commitment fee shall cease to accrue on the unfunded portion of the Commitment of any Defaulting Bank.

Section 2.12 Letter of Credit Fees and Letter of Credit Fronting Fees. On the Termination Date, and on the last day of each Fiscal Quarter prior to the Termination Date, commencing with the last day of the Fiscal Quarter ending on June 30, 2019, and, in the event the Commitments are terminated in their entirety prior to the Termination Date, on the date of such termination, Borrower shall pay to Administrative Agent (to be distributed by Administrative Agent in accordance with Section 2.1(b)) (a) the Letter of Credit Fee which accrued during such Fiscal Quarter (or portion thereof) and (b) the Letter of Credit Fronting Fee which accrued during such Fiscal Quarter (or portion thereof), in each case computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days.

Section 2.13 Agency and Other Fees. Borrower shall pay (a) to the Arranger, Wells Fargo Bank, N.A. and their Affiliates such fees and other amounts as Borrower shall be required to pay to such Persons from time to time pursuant to any Fee Letter and (b) to Banks such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Section 2.14 Reliance on Notices. Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Request for Borrowing, Rollover Notice, Request for Letter of Credit or similar notice executed and delivered by Borrower and believed by Administrative Agent to be genuine. Administrative Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Administrative Agent has actual knowledge to the contrary.

55

Section 2.15 Increases, Reductions and Terminations of Aggregate Elected Commitment Amount.

(a) Subject to the conditions set forth in Section 2.15(b), Borrower may increase the Aggregate Elected Commitment Amount then in effect by increasing the Elected Commitment of a Bank or by causing a Person that is acceptable to Administrative Agent that at such time is not a Bank to become a Bank (any such Person that is not at such time a Bank and becomes a Bank, an “Additional Bank”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Bank be Parent, Borrower, an Affiliate of Borrower or a natural person.

(b) Any increase in the Aggregate Elected Commitment Amount shall be subject to the following additional conditions:

(i) such increase shall not be less than $10,000,000 (or, in the event such increase would otherwise exceed the Aggregate Maximum Credit Amount, such lesser amount that would constitute the Aggregate Elected Commitment Amount being equal to the Aggregate Maximum Credit Amount) unless Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Elected Commitment Amount exceed the Borrowing Base then in effect;

(ii) following any Periodic Determination, Borrower may not increase the Aggregate Elected Commitment Amount more than once before the next Periodic Determination (for the sake of clarity, all increases in the Aggregate Elected Commitment Amount effective on a single date shall be deemed a single increase in the Aggregate Elected Commitment Amounts for purposes of this Section 2.15(b)(ii));

(iii) no Default shall have occurred and be continuing on the effective date of such increase;

(iv) on the effective date of such increase, no SOFR Borrowings shall be outstanding or if any SOFR Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such SOFR Borrowings unless Borrower pays any compensation required by Section 3.3;

(v) no Bank’s Elected Commitment may be increased without the consent of such Bank;

(vi) if Borrower elects to increase the Aggregate Elected Commitment Amount by increasing the Elected Commitment of an existing Bank, Borrower and such Bank shall execute and deliver to Administrative Agent a certificate substantially in the form of Exhibit J (an “Elected Commitment Increase Certificate”); and

(vii) if Borrower elects to increase the Aggregate Elected Commitment Amount by causing an Additional Bank to become a party to this Agreement, then Borrower and such Additional Bank shall execute and deliver to Administrative Agent a certificate substantially in the form of Exhibit K (an “Additional Bank Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and Borrower shall (1) if requested

56

by Additional Bank, deliver a Note payable to such Additional Bank in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between Borrower and the Additional Bank, and, to the extent applicable and agreed to by Borrower, Administrative Agent.

(c) Subject to acceptance and recording thereof pursuant to Section 2.15(d), from and after the effective date specified in the Elected Commitment Increase Certificate or the Additional Bank Certificate (or if any SOFR Borrowings are outstanding, then the last day of the Interest Period in respect of such SOFR Borrowings, unless Borrower has paid any compensation required by Section 3.3): (i) the amount of the Aggregate Elected Commitment Amount shall be increased as set forth therein, and (ii) in the case of an Additional Bank Certificate, any Additional Bank party thereto shall be a party to this Agreement and have the rights and obligations of a Bank under this Agreement and the other Loan Papers. In addition, the increasing Bank or the Additional Bank, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Banks (and such Banks hereby agree to sell and to take all such further action to effectuate such sale) such that each Bank (including any Additional Bank, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the Aggregate Elected Commitment Amount (and the resulting modifications of each Bank’s Maximum Credit Amount pursuant to Section 2.15(e)).

(d) Upon its receipt of a duly completed Elected Commitment Increase Certificate or an Additional Bank Certificate, executed by Borrower and the increasing Bank or by Borrower and the Additional Bank party thereto, as applicable, the processing and recording fee referred to in Section 2.15(b)(vii), the Administrative Questionnaire referred to in Section 2.15(b)(vii) and the break-funding payments from Borrower, if any, required by Section 3.3, if applicable, Administrative Agent shall accept such Elected Commitment Increase Certificate or Additional Bank Certificate and record the information contained therein in the Register required to be maintained by Administrative Agent pursuant to Section 14.8(d). No increase in the Aggregate Elected Commitment Amount shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.15(d).

(e) Upon any increase in the Aggregate Elected Commitment Amount pursuant to this Section 2.15, (i) each Bank’s Maximum Credit Amount shall be automatically deemed amended to the extent necessary so that each such Bank’s Applicable Percentage equals the percentage of the Aggregate Elected Commitment Amount represented by such Bank’s Elected Commitment, in each case after giving effect to such increase, and (ii) Schedule 1 to this Agreement shall be deemed amended to reflect the Elected Commitment of each Bank (including any Additional Bank) as thereby increased, any changes in the Banks’ Maximum Credit Amounts pursuant to the foregoing clause (i), and any resulting changes in the Banks’ Applicable Percentages.

(f) Borrower may from time to time terminate or reduce the Aggregate Elected Commitment Amount; provided that (i) each reduction of the Aggregate Elected Commitment Amount shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) Borrower shall not reduce the Aggregate Elected Commitment Amount if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.6(c), the Outstanding Revolving Credit would exceed the Aggregate Elected Commitment Amount as reduced.

57

(g) Borrower shall notify Administrative Agent of any election to terminate or reduce the Aggregate Elected Commitment Amount under Section 2.15(f) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, Administrative Agent shall advise the Banks of the contents thereof. Each notice delivered by Borrower pursuant to this Section 2.15(g) shall be irrevocable. Any termination or reduction of the Aggregate Elected Commitment Amount shall be permanent and may not be reinstated, except pursuant to Section 2.15(a). Each reduction of the Aggregate Elected Commitment Amount shall be made ratably among the Banks in accordance with each Bank’s Applicable Percentage.

(h) Upon any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Borrowing Base becoming less than the Aggregate Elected Commitment Amount, the Aggregate Elected Commitment Amount shall be automatically reduced (ratably among the Banks in accordance with each Bank’s Applicable Percentage) so that they equal such redetermined Borrowing Base (and Schedule 1 of this Agreement shall be deemed amended to reflect such amendments to each Bank’s Elected Commitment and the Aggregate Elected Commitment Amount).

(i) Contemporaneously with any increase in the Borrowing Base pursuant to this Agreement, if (i) Borrower elects to increase the Aggregate Elected Commitment Amount and (ii) each Bank has consented to such increase in its Elected Commitment, then the Aggregate Elected Commitment Amount shall be increased (ratably among the Banks in accordance with each Bank’s Applicable Percentage) by the amount requested by Borrower (subject to the limitations set forth in Section 2.15(b)(i)) without the requirement that any Bank deliver an Elected Commitment Increase Certificate or that Borrower pay any amounts under Section 3.3, and Schedule 1 of this Agreement shall be deemed amended to reflect such amendments to each Bank’s Elected Commitment and the Aggregate Elected Commitment Amount. Administrative Agent shall record the information regarding such increases in the Register required to be maintained by Administrative Agent pursuant to Section 14.8(d).

ARTICLE III

GENERAL PROVISIONS

Section 3.1 Delivery and Endorsement of Notes. Simultaneously with the execution of this Agreement and in accordance with Section 2.4, Administrative Agent shall deliver to each Bank the Note, if any, payable to such Bank. Each Bank may record (and prior to any transfer of its Note shall record) on the schedule attached to its Note appropriate notations to evidence the date and amount of each advance of funds made by it in respect of any Borrowing, the Interest Period (if any) applicable thereto, and the date and amount of each payment of principal received by such Bank with respect to the Loans; provided that the failure by any Bank to so record its Note shall not affect the liability of Borrower for the repayment of all amounts outstanding under such Notes together with interest thereon. Each Bank is hereby irrevocably authorized by Borrower to record such notations on its Note and to attach to and make a part of any Note a continuation of any such schedule as required.

58

Section 3.2 General Provisions as to Payments.

(a) Borrower shall make each payment of principal of, and interest on, the Loans and all fees payable by Borrower hereunder not later than 11:00 a.m. (Central time) on the date when due, in funds immediately available to Administrative Agent at its address set forth on Schedule 1 hereto. Administrative Agent will promptly (and if such payment is received by Administrative Agent by 12:00 p.m. (Central time), and otherwise if reasonably possible, on the same Business Day) distribute to each Bank its Applicable Percentage of each such payment received by Administrative Agent for the account of Banks. Whenever any payment of principal of, or interest on, that portion of the Loans subject to an Adjusted Base Rate Tranche or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day (subject to the definition of Interest Period). Whenever any payment of principal of, or interest on, that portion of the Loans subject to a SOFR Tranche shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day (subject to the definition of Interest Period). If the date for any payment of principal is extended by operation of Law or otherwise, interest thereon shall be payable for such extended time. Borrower hereby authorizes Administrative Agent to charge from time to time against Borrower’s account or accounts with Administrative Agent any amount then due by Borrower. All amounts payable by Borrower under the Loan Papers (whether principal, interest, fees, expenses, or otherwise) shall be paid in full, without set-off or counterclaim.

(b) Prior to the occurrence of an Event of Default, all principal payments received by Banks with respect to the Loans shall be applied as instructed by Borrower and, in the absence of such instructions, first to SOFR Tranches outstanding under the Loans with Interest Periods ending on the date of such payment, then to Adjusted Base Rate Tranches, then to SOFR Tranches outstanding under the Loans next maturing, and then to SOFR Tranches outstanding under the Loans next maturing until all such SOFR Tranches are repaid until such principal payment is fully applied, with such adjustments in such order of payment as Administrative Agent shall specify in order that each Bank receives its ratable share of each such payment.

(c) During the continuation of an Event of Default, all amounts collected or received by Administrative Agent or any Bank from any Credit Party or in respect of any of the assets of any Credit Party shall be applied in the following order:

(i) first, to the payment of all fees, indemnities, expenses and other amounts payable to Administrative Agent (including fees, expenses, and disbursements of counsel to Administrative Agent);

(ii) second, to the payment of all fees, indemnities, expenses and other amounts (other than principal, interest, and Letter of Credit Fees) payable to Banks under the Loan Papers (including fees, expenses, and disbursements of counsel to Banks), ratably among them in proportion to the respective amounts described in this clause second payable to them;

(iii) third, to the reimbursement of any advances made by Administrative Agent or Banks as authorized hereunder to effect performance of any unperformed covenants of any Credit Party under any of the Loan Papers;

59

(iv) fourth, to payment of that portion of the Obligations constituting (A) accrued and unpaid Letter of Credit Fees and interest on the Loans and other Obligations, (B) unpaid principal of the Loans in the order specified in Section 3.2(b), (C) any amounts funded but unreimbursed under Letters of Credit, (D) amounts owing under Hedge Agreements (to the extent such amounts are Obligations), and (E) amounts owing under Bank Products (to the extent such amounts are Obligations), ratably among the Banks, the Letter of Credit Issuer, the Secured Hedge Providers and the Bank Products Providers in proportion to the respective amounts described in this clause fourth payable to them;

(v) fifth, pro rata to any other Obligations;

(vi) sixth, to establish the deposits required by Section 2.1(b) if any; and

(vii) last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law.

All payments received by a Bank during the continuation of an Event of Default for application to the principal of the Loans pursuant to this Section 3.2(c) shall be applied by such Bank in the manner provided in Section 3.2(b).

Notwithstanding the foregoing, amounts received from any Guarantor that is not an Eligible Contract Participant shall not be applied to any Obligations that are Excluded Swap Obligations with respect to such Guarantor (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause, Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause fourth above).

Section 3.3 Funding Losses. If Borrower makes or is deemed to make any payment of principal subject to a SOFR Tranche (whether pursuant to Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 4.4, Article XI or Article XIII, whether as a voluntary or mandatory prepayment or otherwise) on any day other than the last day of an Interest Period applicable thereto, or if Borrower fails to borrow any SOFR Borrowing, after notice has been given to any Bank in accordance with Section 2.2, Borrower shall, at the written request of any Bank, reimburse such Bank on demand for any resulting loss, cost or expense incurred by it (including any loss, cost or expense arising from the liquidation or reemployment of funds or from fees payable) attributed to such event. Such Bank shall promptly deliver to Borrower and Administrative Agent a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error.

Section 3.4 Non-Receipt of Funds by Administrative Agent. Unless Administrative Agent shall have been notified by a Bank or Borrower (as used in this Section, “Payor”) prior to the date on which such Bank is to make payment to Administrative Agent hereunder or Borrower is to make a payment to Administrative Agent for the account of one or more Banks, as the case may be (as used in this Section, such payment being herein called the “Required Payment”), which

60

notice shall be effective upon receipt, that Payor does not intend to make the Required Payment to Administrative Agent, Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if Payor has not in fact made the Required Payment to Administrative Agent, (a) the recipient of such payment shall, on demand, pay to Administrative Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of a Bank, the Overnight Rate or (ii) in the case of the Borrower, the Adjusted Base Rate then in effect for such period, and (b) Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a).

Section 3.5 Defaulting Banks.

(a) Notwithstanding anything to the contrary contained herein, the Maximum Credit Amount of a Defaulting Bank shall not be included in determining whether all Banks, the Majority Banks, the Required Banks or the Super Majority Banks have taken or may take any action hereunder (including approval of any redetermination of the Borrowing Base pursuant to Article IV and any consent to any amendment or waiver pursuant to Section 14.2); provided that, any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank; and provided further that in no event shall (i) the Commitment, Elected Commitment or Maximum Credit Amount of any Defaulting Bank be increased without the consent of such Defaulting Bank, or (ii) the Termination Date or any date fixed for any payment of interest on the Loans or any fees hereunder be postponed without the consent of such Defaulting Bank.

(b) If any Bank shall fail to make any payment referenced in clause (a) of the definition of “Defaulting Bank”, then Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by Administrative Agent for the account of such Bank and for the benefit of Administrative Agent or the Letter of Credit Issuer to satisfy such Bank’s obligations hereunder until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank hereunder; in the case of each of (i) and (ii) above, in any order as determined by Administrative Agent in its discretion.

(c) Borrower shall not be obligated to pay any Defaulting Bank’s ratable share of the fees described in Section 2.11, Section 2.12 or Section 2.13 (notwithstanding anything to the contrary in such sections) for the period commencing on the day such Defaulting Bank becomes a Defaulting Bank and continuing for so long as such Bank continues to be a Defaulting Bank.

61

ARTICLE IV

BORROWING BASE

Section 4.1 Reserve Reports; Proposed Borrowing Base. As soon as available and in any event by (a) June 30, 2019, September 30, 2019 and December 31, 2019, and (b) each March 31 and September 30 of each year thereafter, Borrower shall deliver to each Bank a Reserve Report prepared (i) in the case of the Reserve Reports required to be delivered on the dates in the foregoing clause (a), as of the immediately preceding March 31, 2019, June 30, 2019 and September 30, 2019, respectively, and (ii) in the case of the Reserve Reports required to be delivered on the dates in the foregoing clause (b), as of the immediately preceding December 31 and June 30, respectively. Simultaneously with the delivery to Administrative Agent and each Bank of each Reserve Report, Borrower shall notify Administrative Agent of the Borrowing Base which Borrower requested become effective for the period commencing on the next Determination Date.

Section 4.2 Periodic Determinations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Report made available to Banks pursuant to Section 4.1, Banks shall redetermine the Borrowing Base on or prior to the next Determination Date or such date promptly thereafter as reasonably possible (i) based on the engineering and other information available to Banks, and (ii) in accordance with, and consistent with, the subsequent provisions of this Section 4.2. Any Borrowing Base which becomes effective as a result of any Determination of the Borrowing Base shall be subject to the following restrictions: (A) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 4.1 or Section 4.3 (as applicable), (B) such Borrowing Base shall not exceed the Aggregate Maximum Credit Amount then in effect, (C) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Determination such Borrowing Base shall be approved by all Banks, and (D) any Borrowing Base which represents a decrease in the Borrowing Base in effect prior to such Determination, or a reaffirmation of such prior Borrowing Base, shall require approval of Required Banks. Administrative Agent shall propose such redetermined Borrowing Base to Banks within fifteen (15) days following receipt by the Banks of a Reserve Report (or such date promptly thereafter as reasonably practicable). After having received notice of such proposal by Administrative Agent, Required Banks (or all Banks in the event of a proposed increase) shall have fifteen (15) days to agree or disagree with such proposal. If, in the case of any proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such 15-day period, any Bank has not communicated its approval or disapproval, such silence shall be deemed an approval. If, in the case of any proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such 15-day period, any Bank has not communicated its approval or disapproval, such silence shall be deemed disapproval. If sufficient Banks notify Administrative Agent within such 15-day period of their disapproval such that Required Banks have neither approved nor been deemed to approve such Borrowing Base as herein provided (or, in the event of a proposed increase, any Bank notifies Administrative Agent within such 15-day period of its disapproval), Required Banks (or all Banks in the event of a proposed increase) shall, within a reasonable period of time, agree on a new Borrowing Base.

62

In taking the above actions, Administrative Agent and the Banks shall act in their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate and shall have no obligation in connection with any Determination to approve any change in the Borrowing Base in effect prior to such Determination. Promptly following any Determination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Determination.

Section 4.3 Special Determination of Borrowing Base. In addition to the redetermination of the Borrowing Base pursuant to Section 4.2, and adjustments of the Borrowing Base pursuant to Section 4.6, Section 4.7 and Section 5.2, Borrower and Required Banks may each request one Special Determination of the Borrowing Base in any Fiscal Year. In addition, Borrower may request Special Determinations from time to time as significant acquisition opportunities are presented to Borrower or for significant development and exploration of Borrower’s and its Restricted Subsidiaries’ Mineral Interests. In the event Required Banks request such a Special Determination, Administrative Agent shall promptly deliver notice of such request to Borrower and Borrower shall, within 20 days following the date of such request, deliver to Banks (i) a Reserve Report prepared as of the last day of the calendar month preceding the date of such request and (ii) such other reports, data and supplemental information as may be reasonably requested by the Required Banks. In the event Borrower requests a Special Determination, Borrower shall deliver written notice of such request to Banks which shall include (A) a Reserve Report prepared as of a date not more than 30 days prior to the date of such request, (B) such other reports, data and supplemental information as may be reasonably requested by the Required Banks and (C) the amount of the Borrowing Base requested by Borrower and to become effective on the Determination Date applicable to such Special Determination. Upon receipt of such Reserve Report, Administrative Agent shall, subject to approval of Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base, redetermine the Borrowing Base in accordance with the procedure set forth in Section 4.2 which Borrowing Base shall become effective on the Determination Date applicable to such Special Determination (or as soon thereafter as Administrative Agent and Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base, approve such Borrowing Base and provide notice thereof to Borrower).

Section 4.4 Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction of the Borrowing Base pursuant to Section 4.6 or Section 4.7), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which

63

Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.

Section 4.5 Initial Borrowing Base. The Borrowing Base in effect during the period from the Effective Date until the date of the first Special Determination, Periodic Determination or other adjustment to the Borrowing Base hereunder after the Effective Date shall be the Initial Borrowing Base.

Section 4.6 Automatic Adjustment – Asset Disposition. In addition to the redeterminations of the Borrowing Base pursuant to Section 4.2 and Section 4.3, and adjustments of the Borrowing Base pursuant to Section 4.7 and Section 5.2, simultaneously with the completion by any Credit Party of any Asset Disposition pursuant to Section 9.5 of the Borrowing Base Properties and/or Borrowing Base Hedges which, when aggregated with the Borrowing Base Properties and/or Borrowing Base Hedges subject to all other Asset Dispositions since the Determination Date of the Borrowing Base then in effect, have a fair market value in excess of 5% of the Borrowing Base then in effect, the Borrowing Base shall be automatically reduced as set forth in this Section 4.6; provided, that, for purposes of this Section 4.6, a termination or other monetization, in whole or in part, of an Oil and Gas Hedge Transaction shall be deemed not to be an “Asset Disposition” to the extent that (x) such Oil and Gas Hedge Transaction is novated, in whole or in part, from the existing counterparty to another counterparty, with Borrower or another Credit Party being the “remaining party” for purposes of such novation, or (y) upon its termination, in whole or in part, it is replaced, in a substantially contemporaneous transaction, with one or more Oil and Gas Hedge Transactions covering Hydrocarbons of the type that were hedged pursuant to such replaced Oil and Gas Hedge Transaction with notional volumes, prices and tenors not less favorable to Borrower or such Credit Party as those set forth in such replaced Oil and Gas Hedge Transaction, and without cash payments to any Credit Party in connection therewith (except to the extent that such cash payments are paid to the counterparties on such replacement transactions upon the relevant Credit Party entering into such replacement transactions). Such reduction shall be in an amount equal to the sum of (a) the value, if any, assigned to such Borrowing Base Properties and/or Borrowing Base Hedges (to the extent so terminated and not so replaced) subject to such Asset Disposition in the Borrowing Base then in effect (such value as determined by Administrative Agent (and approved by Required Banks) in good faith and consistent with the manner of determination of such Borrowing Base pursuant to Section 4.2 and taking into consideration any negative Borrowing Base value attributed to any out-of-the money Borrowing Base Hedges so terminated), and (b) the reduction in the Borrowing Base value realized or resulting from any such replacement of Borrowing Base Hedges (such value as determined by Administrative Agent (and approved by Required Banks) in good faith and consistent with the manner of determination of such Borrowing Base pursuant to Section 4.2 and taking into consideration any negative Borrowing Base value attributed to any out-of-the-money Borrowing Base Hedges so replaced). Notwithstanding Section 4.4, upon any reduction of the Borrowing Base pursuant to this Section 4.6 which results in a Borrowing Base Deficiency (or increase in any

64

existing Borrowing Base Deficiency), Borrower shall prepay the Loans and/or cash collateralize the Letter of Credit Exposure in accordance with Section 2.6(a). For the sake of clarity, the termination or other monetization of a Borrowing Base Hedge at its scheduled maturity does not constitute an Asset Disposition and notwithstanding anything to the contrary in this Section 4.6, the termination or monetization of a Borrowing Base Hedge at its scheduled maturity shall not result in any reduction of the Borrowing Base.

Section 4.7 Automatic Adjustment – Issuance of Permitted Additional Debt. In addition to the redeterminations of the Borrowing Base pursuant to Section 4.2 and Section 4.3, and adjustments of the Borrowing Base pursuant to Section 4.6 and Section 5.2, upon any incurrence or issuance of any Permitted Additional Debt, the Borrowing Base then in effect shall automatically be decreased by an amount equal to 25% of the aggregate stated principal amount of such Permitted Additional Debt incurred or issued at such time. Such decrease in the Borrowing Base shall occur automatically upon the incurrence or issuance of such Permitted Additional Debt on the date of incurrence or issuance, without any vote of the Banks or action by Administrative Agent and shall be effective and applicable to Borrower, Administrative Agent, the Letter of Credit Issuer and the Banks on such date until the next redetermination or other adjustment of the Borrowing Base pursuant to this Agreement; provided, that, no such reduction of the Borrowing Base shall occur with respect to any Permitted Additional Debt incurred or issued to substantially simultaneously refinance or replace any then existing Permitted Additional Debt (up to the principal amount of such refinanced or replaced Permitted Additional Debt). Upon any such reduction in the Borrowing Base, Administrative Agent shall promptly deliver notice thereof to Borrower and the Banks. Notwithstanding Section 4.4, upon any reduction of the Borrowing Base pursuant to this Section 4.7 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrower shall prepay the Loans and/or cash collateralize the Letter of Credit Exposure in accordance with Section 2.6(b).

ARTICLE V

COLLATERAL AND GUARANTIES

Section 5.1 Security.

(a) On and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as

65

required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers.

(b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.

(c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary.

(d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.

(e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

66

Section 5.2 Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) such evidence of title (including but not limited to any title opinions available to Borrower) as Administrative Agent shall reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that to the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection of the Liens created by such Mortgages. If Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails to cure any title defect requested by Administrative Agent or the Banks to be cured within a 90-day period following such request, such failure shall not be a Default, but instead Administrative Agent and/or the Required Banks shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by Administrative Agent or the Banks. To the extent that Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest after the 90-day period has elapsed, Administrative Agent may send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by an amount reasonably determined by the Required Banks in light of such failure to be in compliance with the title requirement set forth in clause (a) of the first sentence of this Section 5.2. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4.

Section 5.3 Guarantees. Payment and performance of the Obligations shall be fully guaranteed by each existing or hereafter acquired or formed Restricted Subsidiary of Borrower, in each case, pursuant to the Facility Guaranty.

Section 5.4 Additional Guarantors. In connection with the acquisition or organization of any new Domestic Subsidiary of Borrower or any designation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to Section 9.11, promptly (and in no event more than 30 days or such later date as Administrative Agent may agree in its sole discretion) following such creation or acquisition, Borrower (a) shall, or shall cause the applicable Restricted Subsidiary, to execute and deliver a joinder to the Facility Guaranty and the Security Agreement executed by such Restricted Subsidiary, (b) shall, or shall cause the holder of the Equity Interests in such Restricted Subsidiary, to pledge all of the Equity Interests of such Restricted Subsidiary (including delivery of any stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together

67

with appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof), and (c) shall, or shall cause any other Credit Party, to execute and deliver, such other additional UCC-1 financing statements, closing documents, certificates, and legal opinions as shall reasonably be requested by Administrative Agent, in the case of each of clause (a), (b), and (c) above, in form and substance reasonably satisfactory to Administrative Agent. Borrower shall cause any Person (including any Unrestricted Subsidiary) that guarantees the obligations with respect to any Permitted Additional Debt to become a Guarantor (if it is not already a Guarantor) by executing and delivering to Administrative Agent a joinder to the Facility Guaranty.

ARTICLE VI

CONDITIONS PRECEDENT

Section 6.1 Conditions to Initial Borrowing and Participation in Letter of Credit Exposure. The obligations of each Bank to loan its Applicable Percentage of the initial Borrowing hereunder, and the obligation of the Letter of Credit Issuer to issue the initial Letter of Credit issued hereunder, is subject to the satisfaction (or waiver in accordance with Section 14.2) of each of the following conditions:

(a) Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be dated the Effective Date:

(i) this Agreement, duly executed and delivered by Borrower, each Bank, the Letter of Credit Issuer, and Administrative Agent;

(ii) a Note payable to each Bank requesting a Note in the amount of such Bank’s Maximum Credit Amount, in each case duly executed and delivered by Borrower;

(iii) the Facility Guaranty, duly executed and delivered by each Guarantor;

(iv) the Security Agreement, duly executed and delivered by Borrower and each other Credit Party;

(v) the Mortgages, each duly executed and delivered by the appropriate Credit Party, together with such other assignments, conveyances, amendments, merger and/or name change affidavits, agreements and other writings, including UCC-1 financing statements, as may reasonably be requested by Administrative Agent;

(vi) certificates, together with undated, blank stock powers (or the equivalent for Persons that are not corporations) for each certificate, representing all of the certificated issued and outstanding Equity Interests of each direct or indirect Subsidiary of Borrower owned by a Credit Party;

(vii) copies of the certificate of incorporation or certificate of formation, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete issued by the appropriate Governmental Authority of the state of formation for such Credit Party and accompanied by a certificate of the Secretary or comparable Authorized Officer of such Credit Party that such copy is true, correct and complete as of the Effective Date;

68

(viii) copies of the bylaws or limited liability company agreement, and all amendments thereto, of each Credit Party, accompanied by a certificate of the Secretary or comparable Authorized Officer of each Credit Party that such copy is true, correct and complete as of the Effective Date;

(ix) certain certificates and other documents issued by the appropriate Governmental Authorities of the state of formation and the other states listed on Schedule 3 hereto, as applicable, relating to the existence of each Credit Party and to the effect that such Credit Party is organized or qualified to do business in such jurisdiction is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions;

(x) a certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Effective Date, executed by the Secretary or comparable Authorized Officer of such Credit Party;

(xi) copies of resolutions or comparable authorizations and consents approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Managers (or similar managing body) of each Credit Party, accompanied by certificates of the Secretary or comparable officer of such Credit Party that such copies are true and correct copies of resolutions duly adopted by the Board of Managers (or similar managing body) of each Credit Party, and that such resolutions have not been amended, modified, or revoked in any respect, and are in full force and effect as of the Effective Date;

(xii) such UCC and county level Lien search reports as Administrative Agent shall reasonably require, conducted in such jurisdictions and reflecting such names as Administrative Agent shall reasonably request reflecting no prior Liens encumbering the Properties of Borrower and its Restricted Subsidiaries other than those being assigned or released on or prior to the Effective Date or Permitted Encumbrances;

(xiii) a duly executed payoff letter dated on or prior to the Effective Date with respect to the Owl Rock Credit Agreement and evidence satisfactory to it (including mortgage releases and UCC-3 financing statement terminations) that the Owl Rock Credit Agreement has been repaid in full and the commitments thereunder have been terminated and that the Liens securing the Owl Rock Credit Agreement have been released, subject only to the filing of applicable terminations and releases (the “Owl Rock Payoff”);

(xiv) to the extent applicable, certificates from the Credit Parties’ insurance providers setting forth the insurance maintained by the Credit Parties, showing that insurance meeting the requirements of Section 8.5 is in full force and effect and that all premiums due with respect thereto have been paid, showing Administrative Agent as loss payee with respect to all such property or casualty policies and as additional insured with respect to all such liability policies, and stating that such insurer will provide Administrative Agent with at least 30 days’ advance notice (or, if less, the maximum notice that such insurer will provide) of cancellation of any such policy;

69

(xv) an opinion of (A) Thompson & Knight LLP, special counsel to the Credit Parties and (B) local counsel in the States of Colorado, North Dakota and Oklahoma, in each case, in form and substance reasonably satisfactory to Administrative Agent;

(xvi) a solvency certificate of the chief financial officer or chief executive officer of Borrower, certifying the solvency of Borrower and its Restricted Subsidiaries, on a consolidated basis, after giving effect to the transactions on the Effective Date; and

(xvii) a certificate of any Authorized Officer of Borrower, dated as of the Effective Date, certifying that attached to such certificate, is a true, accurate and complete copy of the Stockholders’ Agreement (including any amendments thereto), duly executed by the Sponsors and Parent.

(b) Initial Public Offering. Administrative Agent shall have received evidence satisfactory to it of (i) the issuance by the Parent of its common Equity Interests generating gross proceeds exceeding $200,000,000, in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (the “Initial Public Offering”) and (ii) the contribution of 100% of the net cash proceeds thereof to Borrower.

(c) Fees and Expenses. All fees of Administrative Agent, the Arranger, the Banks and their respective Affiliates in connection with the credit facilities provided herein (including those payable pursuant to Section 2.13), and all expenses of Administrative Agent and the Arranger in connection with such credit facilities, shall have been paid.

(d) Know Your Customer Documentation. Administrative Agent and each of the Banks shall have received from the Credit Parties, to the extent requested by Administrative Agent or such Bank at least five (5) Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

(e) Beneficial Ownership Regulation. To the extent requested by any Bank or Administrative Agent from Borrower directly at least five (5) Business Days prior to the Effective Date, Borrower, to the extent qualifying as a “legal entity customer” under the Beneficial Ownership Regulation, shall deliver to each such Bank or Administrative Agent a Beneficial Ownership Certification at least two (2) Business Days prior to the Effective Date.

(f) No Legal Prohibition. The transactions contemplated by this Agreement and the other Loan Papers shall be permitted by applicable Law and such Laws shall not subject Administrative Agent, any Bank, or any Credit Party to any Material Adverse Change.

(g) No Litigation. No litigation, arbitration or similar proceeding shall be pending which calls into question the validity or enforceability of this Agreement and/or the other Loan Papers.

70

(h) Due Diligence. Administrative Agent shall have received, and satisfactorily completed its review of, all due diligence information regarding Borrower and its Subsidiaries as Administrative Agent shall have requested.

(i) Title Review. Administrative Agent or its counsel shall have completed a review of title regarding that portion of the Borrowing Base Properties which results in evidence of title satisfactory to Administrative Agent and its counsel.

(j) Review of Properties. Administrative Agent or its counsel shall have completed a due diligence review of the Credit Parties’ Mineral Interests and other operations. Administrative Agent shall also be reasonably satisfied with the environmental condition of the Credit Parties’ Mineral Interests.

(k) Collateral Security. Administrative Agent shall be reasonably satisfied that the requirements of Section 5.1 are satisfied as of the Effective Date.

(l) Initial Financial Statements and the Initial Reserve Report. Administrative Agent shall have received the Current Financials and the Initial Reserve Report.

(m) Revolving Availability. After giving effect to the transactions contemplated hereby, including the Owl Rock Payoff, the amount of the Outstanding Revolving Credit shall not exceed $0.00.

(n) No Material Adverse Change. As of the Effective Date, no Material Adverse Change has occurred.

(o) Other Matters. All matters related to this Agreement, the other Loan Papers and any Credit Party shall be acceptable to Administrative Agent, and Borrower shall have delivered to Administrative Agent and each Bank such evidence as Administrative Agent shall request to substantiate any matters related to this Agreement, the other Loan Papers or any Credit Party.

For purposes of determining compliance with the conditions specified in this Section 6.1, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6.1 to be consented to or approved by or acceptable or satisfactory to a Bank unless Administrative Agent shall have received notice from such Bank prior to the Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.1 by and on behalf of Borrower or any of its Restricted Subsidiaries shall be in form and substance satisfactory to Administrative Agent and its counsel. Administrative Agent shall notify the Banks of the Effective Date, and such notice shall be conclusive and binding.

71

Section 6.2 Each Credit Event. The obligation of each Bank to loan its Applicable Percentage of each Borrowing and the obligation of any Letter of Credit Issuer to issue Letters of Credit on the date any Letter of Credit is to be issued is subject to the further satisfaction of the following conditions:

(a) timely receipt by Administrative Agent of a Request for Borrowing or Request for Letter(s) of Credit (as applicable);

(b) (i) immediately before and after giving effect to such Borrowing or issuance of such Letter(s) of Credit, no Default or Event of Default shall have occurred and be continuing and neither such Borrowing nor the issuance of such Letter(s) of Credit (as applicable) shall cause a Default or Event of Default and (ii) immediately before and after giving effect to such Borrowing, the Consolidated Cash Balance shall not be in excess of the Consolidated Cash Balance Threshold;

(c) the representations and warranties of each Credit Party contained in this Agreement and the other Loan Papers shall be true and correct in all material respects on and as of the date of such Borrowing or the issuance of such Letter(s) of Credit (as applicable), except (i) to the extent such representations and warranties are expressly stated as of a certain date, in which case such representations and warranties shall be true and correct in all material respects as of such date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;

(d) the funding of such Borrowing or the issuance of such Letter(s) of Credit (as applicable) and all other Borrowings to be made and/or Letter(s) of Credit to be issued (as applicable) on the same day under this Agreement, shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount); and

(e) following the issuance of any Letter(s) of Credit, the aggregate Letter of Credit Exposure of all Banks shall not exceed the lesser of (x) $10,000,000 and (y) the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount).

(f) Each Borrowing and the issuance of each Letter of Credit hereunder shall constitute a representation and warranty by Borrower that on the date of such Borrowing or issuance of such Letter of Credit (as applicable) the statements contained in subclauses (b), (c), (d) and (e) above are true.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Banks that:

Section 7.1 Existence and Power. Each of the Credit Parties (a) is a corporation, limited liability company or partnership duly incorporated or organized (as applicable), and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization (as applicable), (b) has all corporate, limited liability company or partnership power (as applicable) and all material governmental licenses, authorizations, consents and approvals required to carry on its businesses as now conducted and as proposed to be conducted, and (c) is duly qualified to transact business as a foreign corporation, foreign limited liability company or foreign partnership (as applicable) in each jurisdiction where a failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

72

Section 7.2 Corporate, Limited Liability Company, Partnership and Governmental Authorization; Contravention. The execution, delivery and performance of this Agreement, the Notes, the Mortgages and the other Loan Papers by each Credit Party (as applicable) (a) are within such Credit Party’s corporate, partnership, or limited liability company powers (as applicable), (b) have been duly authorized by all necessary corporate, partnership, or limited liability company action (as applicable), (c) except to the extent that such performance requires actions or filings in connection with the conduct of a Credit Party’s business or maintenance of its existence or good standing, require no action by or in respect of, or filing with, any Governmental Authority or official, (d) do not contravene, or constitute a default under, the articles of association, partnership agreement, certificate of limited partnership, articles of incorporation, certificate of incorporation, bylaws, regulations or other organizational documents (as applicable) of any such Credit Party or the Margin Regulations, (e) do not in any material respect contravene, or constitute a default under, any provision of applicable Law or any provision of any agreement, judgment, injunction, order, decree or other instrument binding upon any such Credit Party or under any Sitio Credit Facility, and (f) do not result in the creation or imposition of any Lien on any asset of any such Credit Party except Liens securing the Obligations.

Section 7.3 Binding Effect. (a) Each of this Agreement and the Notes constitutes a valid and binding agreement of Borrower; (b) the Mortgages, the Security Agreement, the Facility Guaranty, the other Security Instruments and the other Loan Papers when executed and delivered in accordance with this Agreement, will then constitute valid and binding obligations of each Credit Party party thereto; and (c) each Loan Paper is enforceable against each Credit Party party thereto in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 7.4 Financial Information.

(a) The Current Financials fairly present, in conformity with GAAP (except to the extent that GAAP does not address consolidating financial statements), the consolidated financial position of Borrower and its consolidated results of operations and cash flows (but solely with respect to Borrower and its Subsidiaries constituting Consolidated Subsidiaries upon giving effect to the Initial Public Offering) as of the date and for the periods covered thereby.

(b) There has been no Material Adverse Change in the business, assets, liabilities, financial condition or results of operations of the Credit Parties, taken as a whole, relative to that set forth in the Current Financials as of December 31, 2018.

Section 7.5 Litigation. Except for matters disclosed on Schedule 2 hereto, there is no action, suit or proceeding pending against, or to the knowledge of any Credit Party, threatened against or affecting any Credit Party before any court, arbitrator, Governmental Authority or official in which there is a reasonable possibility of an adverse decision that would have a Material Adverse Effect.

73

Section 7.6 ERISA.

(a) Except as could not reasonably be expected to have a Material Adverse Effect:

(i) Each Credit Party and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan, if any.

(ii) Each Plan is, and has been, established and maintained in substantial compliance with its terms, ERISA and, where applicable, the Code.

(iii) No act, omission or transaction has occurred which could result in imposition on any Credit Party or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under section 409 of ERISA.

(iv) Full payment when due has been made of all amounts which the Credit Parties or any ERISA Affiliate is required under the terms of each Plan or applicable Law to have paid as contributions to such Plan as of the Effective Date.

(b) Neither any Credit Party nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, including any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by any Credit Party or any ERISA Affiliate in its sole discretion at any time without any material liability.

(c) Neither any Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the Effective Date sponsored, maintained or contributed to, any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code.

Section 7.7 Taxes and Filing of Tax Returns. Each Credit Party has filed all material tax returns required to have been filed and has paid all material Taxes shown to be due and payable on such returns and all other material Taxes which are payable by such party, to the extent the same have become due and payable. Borrower knows of no proposed material Tax assessment against any Credit Party, and each Credit Party maintains adequate reserves in accordance with GAAP with respect to all of its Tax liabilities of and those of its predecessors. Except as disclosed in writing to Banks, no Tax liability of any Credit Party, or any of their predecessors, has been asserted by the Internal Revenue Service for Taxes, in excess of those already paid.

Section 7.8 Title to Properties; Liens. Each Credit Party has good and valid title to all material assets purported to be owned by it except for Permitted Encumbrances. Without limiting the foregoing, Borrower and/or its Restricted Subsidiaries have good, valid and defensible title to all Borrowing Base Properties (except for Borrowing Base Properties disposed of in compliance with, and to the extent permitted by Section 9.5 to the extent this representation and warranty is made or deemed made after the Effective Date), free and clear of all Liens, except for Permitted Encumbrances.

74

Section 7.9 Mineral Interests. All Borrowing Base Properties are valid, subsisting, and in full force and effect in all material respects, and all rentals, royalties, and other amounts due and payable in respect thereof have been duly paid or provided for in all material respects (except for those amounts being contested by a Credit Party in good faith or held in suspense in accordance with oil industry practice); provided that, to the extent Mineral Interests owned by any such Credit Party are operated by operators other than such Credit Party or an Affiliate of such Credit Party, Borrower has no knowledge that any such obligation remains unperformed in any material respect and the appropriate Person has enforced the contractual obligations of such operators in accordance with reasonable commercial practices in the oil industry in order to ensure performance. Except as may be provided in any consent or non-consent provisions of any joint operating agreement covering any Credit Party’s Proved Mineral Interests, to the extent applicable, each Credit Party’s share of (a) the costs attributable to each Borrowing Base Property is not greater than the decimal fraction set forth in the most recently delivered Reserve Report, before and after payout, as the case may be, and described therein by the respective designations “working interests”, “WI”, “gross working interest”, “GWI”, or similar terms, and (b) production from, allocated to, or attributed to each such Borrowing Base Property is not less than the decimal fraction set forth in the Reserve Report, before and after payout, as the case may be, and described therein by the designations “net revenue interest,” “NRI,” or similar terms.

Section 7.10 Business; Compliance. Each Credit Party has performed and abided by all obligations required to be performed under each license, permit, order, authorization, grant, contract, agreement, or regulation to which such Credit Party is a party or by which such Credit Party or any of the assets of such Credit Party are bound to the extent a failure to perform and abide by such obligations could reasonably be expected to have a Material Adverse Effect; provided that, to the extent Mineral Interests owned by any such Credit Party are operated by operators other than such Credit Party or an Affiliate of such Credit Party, Borrower has no knowledge that any such obligation remains unperformed in any material respect and the appropriate Person has enforced the contractual obligations of such operators in accordance with reasonable commercial practices in the industry in order to ensure performance.

Section 7.11 Licenses, Permits, Etc. Each Credit Party possesses such valid franchises, certificates of convenience and necessity, operating rights, licenses, permits, consents, authorizations, exemptions and orders of tribunals, as are necessary to carry on its businesses as now being conducted except to the extent a failure to obtain any such item would not reasonably be expected to have a Material Adverse Effect; provided that, to the extent Mineral Interests owned by any Credit Party are operated by operators other than such Credit Party or an Affiliate of such Credit Party, Borrower has no knowledge that possession of such items has not been obtained.

Section 7.12 Compliance with Law. The business and operations of each Credit Party have been and are being conducted in accordance with all applicable Laws, rules and regulations including all Margin Regulations, of all tribunals and Governmental Authorities, other than Laws, the violation of which could not (either individually or collectively) reasonably be expected to have a Material Adverse Effect; provided that to the extent Mineral Interests owned by any Credit Party are operated by operators other than any Credit Party or an Affiliate of any Credit Party, Borrower has no knowledge of non-compliance and the appropriate Person has enforced all contractual obligations of such operators in accordance with reasonable commercial practices in the industry in order to achieve compliance.

75

Section 7.13 Solvency. After giving effect to the transactions contemplated hereby, including each Borrowing made hereunder and each issuance, amendment, renewal or extension of a Letter of Credit, (a) the aggregate assets (after giving effect to amounts that could reasonably be expected to be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of Borrower and its Restricted Subsidiaries, taken as a whole, exceed the aggregate Debt of Borrower and its Restricted Subsidiaries on a consolidated basis, (b) each of Borrower and its Restricted Subsidiaries has not incurred and does not intend to incur, and does not believe that it has incurred, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash it reasonably expects could be received and the amounts that it reasonably expects could be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be expected to be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures, and (c) each of Borrower and its Restricted Subsidiaries does not have (and does not have reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.

Section 7.14 Full Disclosure.

(a) All information, taken as a whole, heretofore furnished by or on behalf of any Credit Party to Administrative Agent, the Arranger, or any Bank for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by or on behalf of any Credit Party to Administrative Agent, the Arranger, or any Bank will be, true, complete, and accurate in every material respect and based on reasonable estimates on the date as of which such information is stated or certified (it being understood that actual results may vary materially from the financial projections provided hereunder). There are no statements or conclusions in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Mineral Interests and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

(b) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Section 7.15 Organizational Structure; Nature of Business. The primary business of the Credit Parties is the acquisition, ownership, maintenance and selling, leasing or otherwise disposing of Mineral Interests; provided that, for the avoidance of doubt, neither Borrower nor any of its Restricted Subsidiaries operates, explores or develops Mineral Interests; provided, further that the foregoing proviso shall not be construed to prohibit actions incidental to any such Person’s ownership of non-operated working interests. As of the Effective Date, Schedule 3 hereto accurately reflects (a) the jurisdiction of incorporation or organization of each Credit Party, (b) each jurisdiction in which each Credit Party is qualified to transact business as a foreign corporation, foreign partnership or foreign limited liability company and (c) the authorized, issued and outstanding Equity Interests of each Credit Party (other than Borrower) and each Subsidiary of each Credit Party, including, the names of (and number of Equity Interests held by) the record and beneficial owners of such Equity Interests. Except as set forth in this Section 7.15 and in Schedule 3 hereto, as of the Effective Date, no Person holds record or beneficial ownership of any Equity Interest in any Credit Party (other than Borrower) or any Subsidiary of any Credit Party. No Credit Party presently holds any Investments other than Permitted Investments. Except as set forth in Schedule 3 hereto, as of the Effective Date, no Credit Party has any Subsidiaries, and no Credit Party is a partner or joint venturer in any partnership or joint venture or a member of any unincorporated association.

76

Section 7.16 Environmental Matters. No Property owned or leased by any Credit Party (including Mineral Interests) and no operations conducted thereon, and no operations of any prior owner, lessee or operator of any such Properties, is or has been in violation of any Applicable Environmental Law other than violations which neither individually nor in the aggregate will have a Material Adverse Effect, nor is any such Property or operation the subject of any existing, pending or, to Borrower’s knowledge, threatened Environmental Complaint which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All notices, permits, licenses, and similar authorizations, if any, required to be obtained or filed in connection with the ownership or operation of any and all real and personal property owned, leased or operated by any Credit Party, including notices, licenses, permits and authorizations required in connection with any past or present treatment, storage, disposal, or release of Hazardous Substances into the environment, have been duly obtained or filed except to the extent the failure to obtain or file such notices, licenses, permits and authorizations would not reasonably be expected to have a Material Adverse Effect. Except for such matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, none of the Properties of any Credit Party contain or have contained any: (a) underground storage tanks; (b) asbestos-containing materials; (c) landfills or dumps; (d) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (e) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. There have been no Hazardous Discharges which were not in compliance with Applicable Environmental Laws other than Hazardous Discharges which would not, individually or in the aggregate, have a Material Adverse Effect. No Credit Party has any contingent liability in connection with any Hazardous Discharges which could reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary in this Section 7.16, to the extent Mineral Interests owned by any Credit Party are operated by operators other than any Credit Party or an Affiliate of any Credit Party, Borrower has no knowledge of non-compliance.

Section 7.17 Burdensome Obligations. No Credit Party is a party to or bound by any agreement (other than the Loan Papers), or subject to any Law of any Governmental Authority, which prohibits or restricts in any way (a) the right of such party to grant Liens to Administrative Agent and Banks on or in respect of their Properties to secure the Obligations and the Loan Papers or (b) the right of any Restricted Subsidiary to make Restricted Payments to any other Credit Party that owns Equity Interests in such Restricted Subsidiary.

Section 7.18 Government Regulations. No Credit Party is subject to regulation under the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 (as any of the preceding acts have been amended) or any other Law that limits the incurrence of Debt by such Credit Party, including Laws relating to common carriers or the sale of electricity, gas, steam, water or other public utility services.

77

Section 7.19 No Default. Neither a Default nor an Event of Default has occurred and is continuing.

Section 7.20 Gas Balancing Agreements and Advance Payment Contracts. Solely to the extent Borrower or any Restricted Subsidiary owns any working interests in any Proved Mineral Interests, except as set forth on the most recent certificate delivered pursuant to Section 8.1(c), there are no Material Gas Imbalances or Advance Payment Contracts which would require Borrower or any of its Restricted Subsidiaries to deliver Hydrocarbons produced from their Borrowing Base Properties comprised of working interests in Proved Mineral Interests at some future time without then or thereafter receiving full payment therefor exceeding one-half bcf of gas (on an mcf equivalent basis) in the aggregate; provided that to the extent any such working interests in Proved Mineral Interests owned by any Credit Party are operated by operators other than any Credit Party or an Affiliate of any Credit Party, Borrower has no knowledge of non-compliance based upon information available to Borrower from such operators.

Section 7.21 Anti-Corruption Laws and Sanctions. Each Credit Party has implemented and maintains in effect policies and procedures designed to achieve compliance by such Credit Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and such Credit Party, its Subsidiaries and their respective officers and employees and, to the knowledge of such Credit Party, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) any Credit Party, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of any such Credit Party or Subsidiary, any agent of such Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, or other transaction contemplated by this Agreement or the other Loan Papers will violate Anti-Corruption Laws or applicable Sanctions.

Section 7.22 Affected Financial Institutions. No Credit Party is an Affected Financial Institution.

ARTICLE VIII

AFFIRMATIVE COVENANTS

Borrower agrees that, so long as any Bank has any commitment to lend or participate in Letter of Credit Exposure hereunder or any Loan or any other amount payable under any Note remains unpaid or any Letter of Credit remains outstanding:

Section 8.1 Information. Borrower will deliver, or cause to be delivered, to each Bank:

(a) as soon as available and in any event within 120 days (or with respect to the delivery of the financial statements of Ultimate Parent required to be delivered pursuant to clauses (i) and (iii) herein, as soon as available and in any event within 90 days (or, if earlier, on the date on which such financial statements are required to be filed with the SEC after giving effect to any permitted extensions pursuant to Rule 12b-25 under the Exchange Act)) after the end of each Fiscal Year of Ultimate Parent and Borrower, commencing with Fiscal Year ending December 31, 2019, (i) audited consolidated balance sheets of Ultimate Parent as of the end of such Fiscal Year and

78

the related consolidated statements of income and cash flows for such Fiscal Year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Ultimate Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, as applicable, (ii) unaudited consolidated balance sheets of Borrower as of the end of such Fiscal Year and the related consolidated statements of income and cash flows for such Fiscal Year, all certified by the chief financial officer, principal accounting officer, treasurer, controller or chief executive officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes; and (iii) concurrently with the financial information required by this clause (a), consolidating information that explains in reasonable detail the differences between the information relating to Ultimate Parent and its Consolidated Subsidiaries, on the one hand, and the information relating to Borrower and its Consolidated Restricted Subsidiaries, on the other hand, all certified by the chief financial officer, principal accounting officer, treasurer, controller or chief executive officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries on a consolidating basis in accordance with GAAP consistently applied, subject to the absence of footnotes.

(b) as soon as available and in any event within 60 days (or with respect to the delivery of the financial statements of Ultimate Parent in this clause (b), as soon as available and in any event within 45 days (or, if earlier, on the date on which such financial statements are required to be filed with the SEC after giving effect to any permitted extensions pursuant to Rule 12b-25 under the Exchange Act)) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower and Ultimate Parent, commencing with the Fiscal Quarter ending June 30, 2019, (i) consolidated balance sheets of Borrower and consolidated balance sheets of Ultimate Parent, in each case as of the end of such Fiscal Quarter, (ii) the related consolidated statements of income and cash flows for such Fiscal Quarter and for the portion of Borrower’s Fiscal Year or Ultimate Parent’s Fiscal Year, as applicable, ended at the end of such Fiscal Quarter, and (iii) consolidating balance sheets of Ultimate Parent, separating out Borrower by a specific column, as of the end of such Fiscal Quarter and the related consolidating statements of income and cash flows for such Fiscal Quarter;

(c) simultaneously with the delivery of each set of financial statements of Borrower referred to in Section 8.1(a) and Section 8.1(b), a certificate of the chief financial officer, principal accounting officer, treasurer, controller or chief executive officer of Borrower substantially in the form of Exhibit F hereto, (i) setting forth in reasonable detail (either in attachments thereto or in spreadsheets delivered in connection therewith) the calculations required to establish whether Borrower was in compliance with the requirements of Article X on the date of such financial statements (it being understood that, notwithstanding anything to the contrary herein, the calculations required to establish whether Borrower was in compliance with the requirements of Article X shall be based on the unaudited consolidating financial statements of Borrower delivered to the Banks pursuant to Section 8.1(a) and Section 8.1(b), (ii) stating whether there exists on the date of such certificate any Default and, if any Default then exists, setting forth the details thereof and the action which Borrower is taking or proposes to take with respect thereto,

79

(iii) stating whether or not such financial statements fairly present in all material respects the results of operations and financial condition of Borrower as of the date of such financial statements and for the period covered thereby, (iv) to the extent Borrower or any Restricted Subsidiary owns any working interest in any Proved Mineral Interests, setting forth as of the date of such financial statements (A) whether there is a Material Gas Imbalance and, if so, setting forth the estimated amount of net gas imbalances under Gas Balancing Agreements to which any Credit Party is a party or by which any working interests in Proved Mineral Interests owned by any Credit Party are bound, and (B) the aggregate amount of all Advance Payments in excess of the Threshold Amount received under Advance Payment Contracts to which Borrower or any Restricted Subsidiary is a party or by which any working interests in Proved Mineral Interests owned by any Credit Party are bound which have not been satisfied by delivery of production, if any, (v) setting forth as of the date of such financial statements, a true and complete list of all Hedge Transactions of Borrower and each Restricted Subsidiary, the counterparties thereto, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the estimated net mark-to-market value therefor, any credit support agreements relating thereto other than the Loan Papers, and any margin required or supplied under any such credit support document, and (vi) to the extent Borrower has any Unrestricted Subsidiaries, having consolidating spreadsheets attached thereto (or delivered in connection therewith) that show all Consolidated Unrestricted Subsidiaries and the eliminating entries, in such form as would be presentable to the auditors of Borrower;

(d) at any time the financial statements delivered pursuant Section 8.1(a) or Section 8.1(b) are not prepared in accordance with clause (a) of Section 1.3 with respect to capital leases and operating leases, then concurrently with any such delivery of financial statements, a certificate of the chief financial officer, principal accounting officer, treasurer, controller or chief executive officer of Borrower setting forth and certifying as to internally prepared financial statements reflecting the accounting treatment of capital leases and operating leases pursuant to clause (a) of Section 1.3;

(e) promptly upon any Authorized Officer of any Credit Party becoming aware of the occurrence of any Default under any of the Loan Papers, including a Default under Article X, a certificate of an Authorized Officer of Borrower setting forth the details thereof and the action which Borrower is taking or propose to take with respect thereto;

(f) simultaneously with the delivery of each Reserve Report prepared as of December 31 of each Fiscal Year pursuant to Section 4.1, a corporate model for Borrower and its Restricted Subsidiaries for such fiscal year, including the projected monthly production of Mineral Interests by Borrower and its Restricted Subsidiaries and the assumptions used in calculating such projections, the projected capital expenditures to be incurred by Borrower and its Restricted Subsidiaries and projected cash flows, and such other information as may be reasonably requested by Administrative Agent; it being understood that projections concerning volumes attributable to the Mineral Interests of Borrower and its Restricted Subsidiaries and production and cost estimates contained in such projections are necessarily based upon professional opinions, estimates and projections and that Borrower and its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate;

80

(g) prompt notice of any Material Adverse Change in the financial condition of the Credit Parties, taken as a whole;

(h) promptly upon receipt of same, any written notice received by any Credit Party from a Governmental Authority indicating any potential, actual or alleged (i) non-compliance with or violation of the requirements of any Applicable Environmental Law which could result in liability to any Credit Party for fines, clean up or any other remediation obligations or any other liability in excess of the Threshold Amount in the aggregate; (ii) Hazardous Discharge or threatened Hazardous Discharge of any Hazardous Substance which Hazardous Discharge would impose on any Credit Party a duty to report to a Governmental Authority or to pay cleanup costs or to take remedial action under any Applicable Environmental Law which could result in liability to any Credit Party for fines, clean-up and other remediation obligations or any other liability in excess of the Threshold Amount in the aggregate; or (iii) the existence of any Lien arising under any Applicable Environmental Law securing any obligation to pay fines, clean up or other remediation costs or any other liability in excess of the Threshold Amount in the aggregate;

(i) prompt notice of any actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrower after due and diligent investigation, threatened in writing, whether at law, in equity, in arbitration or before any Governmental Authority, by or against any Credit Party or against any of their Properties that (i) purport to affect or pertain to this Agreement or any other Loan Paper or the transactions hereunder or thereunder, or (ii) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect;

(j) as soon as available and in any event no later than 60 days after the end of each Fiscal Quarter, a report setting forth, for each calendar month during such Fiscal Quarter, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month, such information being reported in form and substance acceptable to Administrative Agent;

(k) prompt notice of any material change in accounting policies or financial reporting practices by any Credit Party;

(l) from time to time such additional information regarding the financial position or business of each Credit Party (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA and a list of all Persons purchasing Hydrocarbons from any Credit Party) as Administrative Agent, at the request of any Bank, may reasonably request;

(m) promptly following any reasonable request therefor, information and documentation reasonably requested by Administrative Agent or any Bank for purposes of compliance with the Beneficial Ownership Regulation or applicable “know your customer” requirements under the USA Patriot Act or other applicable anti-money laundering laws;

81

(n) prompt written notice, and in any event within three (3) Business Days (or such longer period of time as Administrative Agent may agree to in its discretion), of (i) the occurrence of any material loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any property of Borrower or any other Credit Party having a fair market value in excess of the Threshold Amount or (ii) the commencement of any action or proceeding that could reasonably be expected to result in a such an event;

(o) as soon as available and in any event no later than 60 days after the end of each Fiscal Quarter, a schedule of all Proved Mineral Interests sold or assigned by Borrower or any other Credit Party during such Fiscal Quarter to any purchaser or assignee other than a Credit Party;

(p) no later than five (5) Business Days (or such shorter period of time as Administrative Agent may agree to in its discretion) prior to any Asset Disposition that will cause a reduction in the Borrowing Base pursuant to Section 4.6, written notice of such Asset Disposition, in such detail as Administrative Agent may request;

(q) prior written notice of the intended incurrence of any Permitted Additional Debt, the anticipated amount thereof, and the anticipated date of closing and promptly when available a copy of the preliminary offering memorandum (if any) and the final offering memorandum (if any);

(r) promptly, but in any event within five (5) Business Days (or such longer period of time as Administrative Agent may agree to in its discretion) after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of Borrower or any other Credit Party that could reasonably be expected to adversely affect the interests of the Banks in any material respect;

(s) prompt written notice (and in any event no less than 30 days prior thereto, or such shorter period of time as Administrative Agent may agree to in its discretion) of any change (1) in Borrower’s or any other Credit Party’s corporate, partnership or company name, (2) in the location of Borrower’s or any other Credit Party’s chief executive office or, if it has none, its principal place of business, (3) in Borrower’s or any other Credit Party’s identity or corporate structure, (4) in Borrower’s or any other Credit Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (5) in Borrower’s or any other Credit Party’s federal taxpayer identification number;

(t) prompt written notice of the acquisition or organization of any new Domestic Subsidiary of Borrower (and thereupon Borrower will comply, and cause such Domestic Subsidiary to comply, with Section 5.4);

(u) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Borrower or any Subsidiary (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Paper, as Administrative Agent or any Bank acting through Administrative Agent may reasonably request; and

82

(v) prompt written notice (such notice to include reasonably detailed information regarding the account number, purpose and applicable bank or other institution in respect of such Deposit Account, Commodity Account or Securities Account) to Administrative Agent of any Deposit Account, Commodity Account or Securities Account (other than a De Minimis Account) intended to be opened by Borrower or any Guarantor.

Solely the financial statements of Ultimate Parent required to be delivered pursuant to Section 8.1(a) and Section 8.1(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (x) on which Ultimate Parent posts such financial statements, or provides a link thereto on Ultimate Parent’s public website; or (y) on which such financial statements are posted on Ultimate Parent’s behalf on an Internet or intranet website, if any, to which each Bank and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided that: (1) Borrower shall deliver, or cause Ultimate Parent to deliver, paper copies of such financial statements to Administrative Agent or any Bank upon its request to Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Bank and (2) Borrower shall notify Administrative Agent and each Bank of the posting of any such financial statements and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such financial statements. Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the financial statements referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request by a Bank for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such financial statements.

Borrower hereby acknowledges that (a) Administrative Agent and/or the Arranger will make available to Banks and the Letter of Credit Issuer materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of Banks (each, a “Public Bank”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that, as reasonably requested by any Bank, (i) Borrower will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Banks; (ii) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent, the Arranger, the Letter of Credit Issuer and Banks to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided that, to the extent such Borrower Materials constitute confidential information subject to Section 14.14, they shall be treated as set forth in Section 14.14); (iv) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (v) Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

83

Section 8.2 Business of Credit Parties. The primary business of the Credit Parties will continue to be the acquisition, ownership, maintenance and selling, leasing or otherwise disposing of Mineral Interests; provided that, for the avoidance of doubt, neither Borrower nor any of its Restricted Subsidiaries operates, explores or develops Mineral Interests; provided, further that the foregoing proviso shall not be construed to prohibit actions incidental to any such Person’s ownership of non-operated working interests.

Section 8.3 Maintenance of Existence. Borrower shall, and shall cause each of the other Credit Parties to, at all times (a) maintain its corporate, partnership or limited liability company existence (as applicable) in its state of organization, and (b) maintain its good standing and qualification to transact business in all jurisdictions where the failure to maintain good standing or qualification to transact business could reasonably be expected to have a Material Adverse Effect; provided that, the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.4.

Section 8.4 Right of Inspection; Books and Records.

(a) Borrower will permit, and will cause each other Credit Party to permit, any officer, employee or agent of Administrative Agent or any Bank to visit and inspect any of the assets of any Credit Party, examine each Credit Party’s books of record and accounts, take copies and extracts therefrom, and discuss the affairs, finances and accounts of each Credit Party with any of such Credit Party’s officers, accountants and auditors, all upon reasonable advance notice and at such reasonable times and as often as Administrative Agent or any Bank may desire, all at the expense of Borrower; provided that, (i) any inspection by any Bank shall be coordinated through and together with Administrative Agent and (ii) prior to the occurrence of an Event of Default, neither Administrative Agent nor any Bank will require any Credit Party to incur any unreasonable expense as a result of the exercise by Administrative Agent or any Bank of its rights pursuant to this Section 8.4.

(b) Borrower will, and will cause each other Credit Party to, maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower or such other Credit Party, as the case may be.

Section 8.5 Maintenance of Insurance. Borrower will, and will cause each other Credit Party to, at all times maintain or cause to be maintained (a) all insurance policies (including self-insurance where appropriate) sufficient for the compliance by each of them with all material Laws and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are customarily insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of Borrower and its Restricted Subsidiaries. All lender loss payable clauses or provisions in all policies of insurance maintained by the Credit Parties pursuant to this Section 8.5 shall be endorsed in favor of and made payable to Administrative Agent for the ratable benefit of Banks, as their interests may appear. Administrative Agent shall be named an additional insured with respect to

84

all of the Credit Parties’ liability policies to the extent permitted by Law. Whenever an Event of Default has occurred and is continuing, Administrative Agent for the ratable benefit of Banks shall have the right to collect, and Borrower hereby assigns to Administrative Agent for the ratable benefit of Banks, any and all monies that may become payable under any such policies of property and casualty insurance by reason of damage, loss or destruction of any property which stands as security for the Obligations or any part thereof, and Administrative Agent may, at its election (which election shall be made in the reasonable discretion of Administrative Agent with the consent of Majority Banks), either apply for the ratable benefit of Banks all or any part of the sums so collected toward payment of the Obligations (or the portion thereof with respect to which such property stands as security), whether or not such Obligations are then due and payable, in such manner as Administrative Agent may elect or release same to Borrower.

Section 8.6 Payment of Obligations. Borrower will, and will cause each other Credit Party to, pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (a) all material Taxes imposed upon it or any of its assets or with respect to any of its franchises, business, income or profits, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the applicable Credit Party, (b) all material claims (including claims for labor, services, materials and supplies) for sums which have become due and payable and which by Law have or might become a Lien (other than a Permitted Encumbrance) on any of its assets, and (c) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt.

Section 8.7 Compliance with Laws and Documents. Borrower will, and will cause each other Credit Party to, comply with all Laws, its articles or certificate of incorporation, certificate of limited partnership, partnership agreement, bylaws, regulations and similar organizational documents and all Material Agreements to which any Credit Party is a party, if a violation, alone or when combined with all other such violations, could reasonably be expected to have a Material Adverse Effect. Each Credit Party will maintain in effect and enforce policies and procedures designed to achieve compliance by such Credit Party, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions.

Section 8.8 Maintenance of Properties and Equipment.

(a) Borrower will, and will cause each other Credit Party to, maintain, preserve and keep its Borrowing Base Properties, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties so long as such oil and gas leases are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the failure to so observe and comply could reasonably be expected to have a Material Adverse Effect.

(b) Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Borrowing Base Properties or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect.

85

(c) With respect to the Borrowing Base Properties of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ material contractual obligations to maintain, develop and operate the Borrowing Base Properties in accordance with such operating agreements.

Section 8.9 Further Assurances. Borrower will, and will cause each other Credit Party to, execute and deliver or cause to be executed and delivered such other and further instruments or documents and take such further action as in the judgment of Administrative Agent may be required to carry out the provisions and purposes of the Loan Papers, including to create, preserve, protect and perfect the Liens of Administrative Agent for the ratable benefit of the Banks and other holders of Obligations as required by Article V.

Section 8.10 Environmental Law Compliance and Indemnity. (a) Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (i) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (ii) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except in each case where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply in all material respects with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to time, including those asserted or arising subsequent to the payment or other satisfaction of the Loans, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (A) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE); and (B) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (B) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the

86

presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans and shall continue thereafter in full force and effect. In the event of the transfer of the Loans or any portion thereof, Banks or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans.

(b) With respect to the Borrowing Base Properties of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.10 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ material contractual obligations to maintain, develop and operate the Borrowing Base Properties in accordance with such operating agreements.

Section 8.11 ERISA Reporting Requirements. Borrower will promptly furnish and will cause the other Credit Parties and any ERISA Affiliate to promptly furnish to Administrative Agent (i) promptly upon request from the Administrative Agent, copies of the most recent annual and other reports with respect to each Plan or any trust created thereunder, and (ii) promptly upon becoming aware of the occurrence of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the chief executive officer or the chief financial officer of the Credit Party or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action Borrower, such Credit Party or ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service or the Department of Labor with respect thereto.

Section 8.12 Commodity Exchange Act Keepwell Provisions.

(a) Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Benefitting Guarantor in order for such Benefitting Guarantor to honor its obligations under the Facility Guaranty and any other Loan Paper with respect to Hedge Transactions (provided, however, that Borrower shall only be liable under this Section 8.12(a) for the maximum amount of such liability that can be hereby incurred without rendering their obligations under this Section 8.12(a), or otherwise under this Agreement or any Loan Paper, as it relates to such Benefitting Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of Borrower under this Section 8.12(a) shall remain in full force and effect until all Obligations are paid in full to Banks, Administrative Agent and all other Secured Parties to whom Obligations are owing, and all of Banks’ Commitments are terminated. Borrower intends that this Section 8.12(a) constitute, and this Section 8.12(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

87

(b) Notwithstanding any other provisions of this Agreement or any other Loan Paper, the Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Loan Paper, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Section 8.13 Unrestricted Subsidiaries. Borrower:

(a) will cause the management, business and affairs of Borrower and each of its Restricted Subsidiaries to be conducted in such a manner (including by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and its Restricted Subsidiaries;

(b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; and

(c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, Borrower or any Restricted Subsidiary.

Section 8.14 Deposit Accounts; Commodity Accounts and Securities Accounts. Borrower and each Guarantor will cause each of their respective Deposit Accounts, Commodity Accounts or Securities Accounts (in each case, other than De Minimis Accounts) to at all times be subject to an Account Control Agreement in accordance with and to the extent required by the Security Agreement.

Section 8.15 Post-Closing Delivery of Account Control Agreements. Notwithstanding the requirements set forth in Section 8.14, with respect to each Deposit Account, Commodity Account and Securities Account of the Credit Parties in existence on the Effective Date (other than, in each case, De Minimis Accounts), Borrower and each Restricted Subsidiary shall, no later than thirty (30) days after the Effective Date (or such later date as Administrative Agent may agree in its sole discretion), deliver to Administrative Agent duly executed Account Control Agreements in accordance with and to the extent required by the Security Agreement.

ARTICLE IX

NEGATIVE COVENANTS

Borrower agrees that, so long as any Bank has any commitment to lend or participate in Letter of Credit Exposure hereunder or any Loan or any other amount payable under any Note remains unpaid or any Letter of Credit remains outstanding:

Section 9.1 Debt. Borrower will not, nor will Borrower permit any other Credit Party to, incur, become or remain liable for any Debt other than:

(a) the Obligations;

(b) Debt of any Credit Party to any other Credit Party;

88

(c) Debt constituting a Guarantee by any Credit Party of any Debt of one or more other Credit Parties that is permitted under this Section 9.1;

(d) Debt under Capital Leases or that constitutes Purchase Money Debt; provided that the aggregate principal amount of all Debt described in this Section 9.1(d) at any one time outstanding shall not exceed $10,000,000 in the aggregate;

(e) other Debt of any Credit Party; provided that: (i) such Debt shall solely be comprised of unsecured senior or unsecured senior subordinated Debt, (ii) such Debt shall not provide for any amortization of principal or any scheduled principal prepayments on any date prior to 180 days after the Maturity Date in effect at the time of incurrence or issuance, (iii) such Debt shall not contain a scheduled maturity date that is earlier than 180 days after the Maturity Date in effect at the time of incurrence or issuance, (iv) such Debt (or the documents governing such Debt) shall not contain (A) any financial maintenance covenant that is more restrictive or onerous with respect to Borrower and its Restricted Subsidiaries than any financial maintenance covenant in this Agreement (as determined in good faith by senior management of Borrower), (B) covenants (other than financial maintenance covenants) or events of default, taken as a whole, that are more restrictive or onerous with respect to Borrower and its Restricted Subsidiaries than the covenants (other than financial maintenance covenants) and events of default in this Agreement (as determined in good faith by senior management of Borrower), (C) restrictions on the ability of Borrower or any of its Restricted Subsidiaries to guarantee the Obligations or to pledge assets as collateral security for the Obligations, (D) any mandatory prepayment or Redemption provisions which would require a mandatory prepayment or Redemption of such Debt (other than provisions requiring Redemption or offers to Redeem in connection with asset sales or a “change in control”) or (E) any prohibition on the prior repayment of any Obligations, (v) after giving effect to the incurrence or issuance of such Debt, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 4.7 on account thereof and on the date of such incurrence or issuance of such Debt: (A) Borrower shall be in pro forma compliance with Section 10.1(a) and Section 10.1(b), in each case, for the Rolling Period most recently ended for which financial statements are available and (B) no Event of Default shall exist and (vi) the Borrowing Base shall automatically be reduced on the date of the incurrence or issuance of such Debt in accordance with Section 4.7; and

(f) other Debt in an amount not to exceed at any time outstanding $10,000,000 in the aggregate.

Notwithstanding anything to the contrary contained in this Section 9.1, in no event shall the Borrower or any Subsidiary be obligated as a guarantor or otherwise to repay, or provide any other credit support for, any obligations under any Sitio Credit Facility.

Section 9.2 Restricted Payments and Redemptions of Permitted Additional Debt.

(a) Restricted Payments. Borrower will not, nor will Borrower permit any other Credit Party to, declare, pay or make, or incur any liability to declare, pay or make, any Restricted Payment, except that, (i) Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of such Equity Interests (other than Disqualified Capital Stock), (ii) Restricted Subsidiaries may make Restricted Payments ratably

89

with respect to their Equity Interests, (iii) Borrower may make Permitted Tax Distributions; provided that if the aggregate Permitted Tax Distributions for any tax year exceed the actual annual tax amount for such year (based on the calculation in the definition of Permitted Tax Distribution), such excess shall be deducted from the next distribution(s) to occur after such U.S. federal income tax filing, and (iv) Borrower may make other Restricted Payments with respect to its Equity Interests so long as (A) no Default or Event of Default or Borrowing Base Deficiency then exists or would result therefrom, (B) after giving effect to such Restricted Payment (and any Borrowings incurred in connection therewith), Liquidity is greater than or equal to ten percent (10%) of the Total Commitment in effect at such time, (C) after giving effect to such payment (and any Borrowings incurred in connection therewith), the Consolidated Total Leverage Ratio on a pro forma basis is less than or equal to 3.00 to 1.00 and (D) after giving pro forma effect to such payment, the Distributable Free Cash Flow Amount shall be greater than or equal to $0, and Borrower shall have delivered a certificate certifying as to the satisfaction of the foregoing conditions to the Administrative Agent and executed by an Authorized Officer of Borrower to the Administrative Agent not less than two (2) Business Days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the making of such Restricted Payment.

(b) Redemptions of Permitted Additional Debt. Borrower will not, nor will permit any other Credit Party to, call, make or offer to make any optional or voluntary Redemption of, or otherwise optionally or voluntarily Redeem (whether in whole or in part), any Permitted Additional Debt, provided, that Borrower may convert Permitted Additional Debt into Equity Interests in Borrower (other than Disqualified Capital Stock) and Borrower or any other Credit Party may otherwise voluntarily Redeem Permitted Additional Debt (i) with net proceeds from any incurrence of Permitted Additional Debt so long as such Redemption occurs substantially contemporaneously with the receipt of such net proceeds and in an amount no greater than the amount of the net proceeds of such incurrence of Permitted Additional Debt that remain after giving effect to any mandatory prepayments hereunder with such proceeds and (ii) with net proceeds of an offering of Equity Interests (other than Disqualified Capital Stock) or new cash contributions from the holders of Borrower’s Equity Interests so long as (A) no Default or Event of Default then exists or would result therefrom and (B) such Redemption occurs within 45 days after the receipt of such equity net proceeds.

Section 9.3 Liens; Negative Pledge. Borrower will not, nor will Borrower permit any other Credit Party to, create, assume or suffer to exist any Lien on any Credit Party’s Properties (now owned or hereafter acquired) other than Permitted Encumbrances. Notwithstanding anything to the contrary contained in this Section 9.3, in no event shall the Borrower or any Subsidiary grant any lien or security interest in any of its Property to secure any obligations under any Sitio Credit Facility. Borrower will not, nor will Borrower permit any other Credit Party to, enter into or become subject to any agreement that prohibits or otherwise restricts the right of any Credit Party to create, assume or suffer to exist any Lien in favor of Administrative Agent on any Credit Party’s Property other than agreements with respect to Permitted Encumbrances described in clauses (e), (h), (i), (j), (k) and (m) of the definition of such term but only to the extent such agreements apply to the Property subject to such Permitted Encumbrances.

90

Section 9.4 Consolidations and Mergers. Borrower will not, nor will Borrower permit any other Credit Party to, divide, consolidate or merge with or into any other Person; provided that, so long as no Event of Default exists or will result therefrom, (a) any Credit Party may merge or consolidate with, or be liquidated or dissolved into, Borrower (provided that Borrower shall be the surviving entity of such merger or consolidation), (b) any Credit Party (other than Borrower) may merge or consolidate with, or be liquidated or dissolved into, any other Credit Party, and (c) any Person may merge or consolidate with or into any Credit Party; provided that, in the case of this clause (c), (i) such Credit Party shall be the surviving entity of such merger or consolidation and (ii) such merger or consolidation shall (A) be deemed to be an Investment by such Credit Party in such Person in the form of an acquisition of Equity Interests in such Person and (B) otherwise be permitted by Section 9.7.

Section 9.5 Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless:

(a) in the case of any such disposition of equipment and fixtures, such equipment and fixtures are (i) disposed of in connection with a release, surrender or abandonment of a well or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iii) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (iv) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; and

(b) in the case of any such Asset Disposition, (i) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance with Section 2.6, and (ii) Borrower or other applicable Credit Party shall, no later than 30 days following the closing of such Asset Disposition, novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, needed to comply with Section 9.10.

In addition, Borrower will not make, or permit any other Credit Party to make, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange or other disposition by any Credit Party of any Equity Interest in any Restricted Subsidiary or (ii) the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contrary, if any Properties are transferred (by merger or otherwise) from one Credit Party to another Credit Party in any Asset Disposition or other transfer of Property permitted hereunder, such transferred Properties shall be subject in each case to the requirements set forth in Article V.

Section 9.6 Use of Proceeds. The proceeds of Borrowings will not be used for any purpose other than to finance the acquisition of Mineral Interests, to reimburse third parties for exploration and development costs incurred in respect of Borrower and its Restricted Subsidiaries’ Mineral Interests, for working capital and general company purposes, and to pay fees and expenses incurred in connection with the transactions contemplated hereby. None of the proceeds of the

91

Loans or any Letter of Credit issued hereunder will be used, directly or indirectly, (a) for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock, or (b) in violation of applicable Law (including the Margin Regulations or any Sanctions), and Borrower shall not use, and Borrower shall not procure that any of its Subsidiaries and its and their respective directors, officers, employees and agents shall use, the proceeds of any Borrowing or Letter of Credit (i) for the purpose of making an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country. No Letters of Credit will be issued hereunder for the purpose of or providing credit enhancement with respect to any Debt or equity security of any Credit Party or to secure any Credit Party’s obligations with respect to Hedge Transactions.

Section 9.7 Investments. Borrower will not, nor will Borrower permit any other Credit Party to, directly or indirectly, make any Investment other than Permitted Investments.

Section 9.8 Transactions with Affiliates. Borrower will not, nor will Borrower permit any other Credit Party to, engage in any material transaction with any of their Affiliates (other than transactions among the Credit Parties) or any portfolio company Controlled by a Sponsor unless such transaction is generally as favorable to such Credit Party as could be obtained in an arm’s length transaction with an Person not an Affiliate or otherwise Controlled by a Sponsor in accordance with prevailing industry customs and practices. Notwithstanding the foregoing, the restrictions set forth in this Section 9.8 shall not apply to (a) executing, delivering and performing obligations under the Loan Papers, (b) compensation to, and the terms of employment contracts with, individuals who are officers, managers or directors of any Credit Party, provided such compensation or contract is approved by Ultimate Parent’s board of directors, (c) the issuance of Equity Interests (other than Disqualified Capital Stock) by Borrower, (d) payments made pursuant to Section 9.2 or otherwise expressly permitted under this Agreement, and (e) from and after the Sitio Merger Closing Date, Permitted Intercompany Activities.

Section 9.9 ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower will not, and will not permit any Credit Party to, at any time:

(a) engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which Borrower, any other Credit Party or any ERISA Affiliate could be subjected to either a civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code;

(b) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, Borrower, any other Credit Party or any ERISA Affiliate is required to pay as contributions thereto; and

(c) contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to (i) any employee welfare benefit plan, as defined in section 3(1) of ERISA, including any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any material liability, or (ii) any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code.

92

Section 9.10 Hedge Transactions.

(a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any Oil and Gas Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.

(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.

(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).

(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.

93

(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.

(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.

(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing wells received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new wells and completed acquisitions coming on stream or failing to come on stream.

(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.

Section 9.11 Designation and Conversion of Restricted and Unrestricted Subsidiaries; Foreign Subsidiaries.

(a) Unless designated as an Unrestricted Subsidiary on Schedule 3 as of the Effective Date or designated hereafter in compliance with Section 9.11(b), any Person that becomes a Subsidiary of Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. Except for any merger, consolidation, liquidation or dissolution of a Subsidiary in accordance with Section 9.4 or the sale of a Subsidiary permitted by Section 9.5, all Restricted Subsidiaries shall at all times be, directly or indirectly, wholly-owned Subsidiaries of Borrower.

(b) Borrower may designate by written notification thereof to Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Domestic Subsidiary, as an Unrestricted Subsidiary if (i) immediately before and immediately after giving effect to such designation, neither an Event of Default nor a Borrowing Base Deficiency would exist, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of Borrower’s direct and indirect ownership interest in such Domestic Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.7, (iii) such designation is deemed to

94

be an Asset Disposition to the extent such Domestic Subsidiary owns Proved Mineral Interests and (iv) such Domestic Subsidiary is not a “restricted subsidiary” or guarantor with respect to any Permitted Additional Debt. Except as provided in this Section 9.11(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.

(c) Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of Borrower and its Restricted Subsidiaries contained in each of the Loan Papers are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation (except (A) to the extent such representations and warranties are expressly stated as of a certain date, in which case such representations and warranties shall be true and correct in all material respects as of such date and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects), (ii) no Event of Default would exist and (iii) Borrower complies with the requirements of Section 5.4 and Section 8.13.

(d) Neither Borrower nor any Restricted Subsidiary will have any Foreign Subsidiaries.

Section 9.12 Amendments to Permitted Additional Debt Documents. Without the prior written consent of Administrative Agent, Borrower will not, and will not permit any Credit Party to, prior to the date that is 180 days after the Maturity Date, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Permitted Additional Debt Documents if the effect thereof would result in such Debt being not permitted under Section 9.1(e) as if such Debt had been incurred concurrently with such amendment, modification, waiver or other change.

Section 9.13 Holding Company. Borrower shall not directly own any interest in any Proved Mineral Interests of the Credit Parties. Any Proved Mineral Interests of the Credit Parties will at all times be owned by one or more Restricted Subsidiaries.

ARTICLE X

FINANCIAL COVENANTS

Section 10.1 Financial Covenants. Borrower agrees that, so long as any Bank has any commitment to lend or participate in Letter of Credit Exposure hereunder or any Loans or any other amount payable under any Note remains unpaid or any Letter of Credit remains outstanding:

(a) As of the last day of any Fiscal Quarter, commencing with the last day of the Fiscal Quarter ending June 30, 2019, Borrower will not permit its Current Ratio to be less than 1.00 to 1.00; and

(b) Borrower will not permit, as of the last day of any Rolling Period, the Consolidated Total Leverage Ratio to be greater than (i) 4.00 to 1.00 as of the last day of any Rolling Period ending on or prior to June 30, 2021 and (ii) 3.50 to 1.00 as of the last day of any Rolling Period thereafter.

95

ARTICLE XI

DEFAULTS

Section 11.1 Events of Default. If one or more of the following events (collectively “Events of Default” and individually an “Event of Default”) shall have occurred and be continuing:

(a) Borrower shall fail to pay when due any principal of any Loan or any reimbursement obligation with respect to any Letters of Credit when due;

(b) Borrower shall fail to pay any accrued interest due and owing on any Loan or any fees or any other amount payable hereunder when due and such failure shall continue for a period of five (5) Business Days following the due date;

(c) any Credit Party shall fail to observe or perform any covenant or agreement applicable thereto contained in Section 4.4, Section 8.1(e), Section 8.3(a), Section 8.5, Section 8.14, Section 8.15, Article IX, or Section 10.1;

(d) any Credit Party shall fail to observe or perform any covenant or agreement contained in this Agreement or the other Loan Papers (other than those covered by Section 11.1(a), Section 11.1(b) and Section 11.1(c)) and such failure continues for a period of 30 days after the earlier of (i) the date any Authorized Officer of any Credit Party acquires knowledge of such failure, or (ii) written notice thereof has been given to any such Credit Party by Administrative Agent at the request of any Bank;

(e) any representation, warranty, certification or statement made or deemed to have been made by any Credit Party in this Agreement or by any Credit Party or any other Person on behalf of any Credit Party in any other Loan Paper shall prove to have been incorrect in any material respect when made, deemed made, or confirmed;

(f) (i) any Credit Party shall fail to make any payment when due on any Material Debt, or any event or condition (A) shall occur which results in the acceleration of the maturity of any Material Debt of any such Credit Party, or (B) shall occur which entitles (or, with the giving of notice or lapse of time or both, would unless cured or waived, entitle) the holder of such Material Debt to accelerate the maturity thereof; or (ii) there occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement if applicable), or such Hedge Agreement is otherwise terminated prior to the scheduled term of the applicable transaction, in each case, resulting from (1) any event of default under such Hedge Agreement as to which any Credit Party is the defaulting party or (2) any Termination Event (as defined in such Hedge Agreement, if applicable) under such Hedge Agreement as to which any Credit Party is an Affected Party (as so defined, if applicable) and, in either event, the net hedging obligation owed by such Credit Party as a result thereof is greater than the Threshold Amount;

(g) any Credit Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make

96

a general assignment for the benefit of creditors, or shall become unable, admit in writing its inability or fail generally to pay its debts as they become due, or shall take any corporate or partnership action to authorize any of the foregoing;

(h) an involuntary case or other proceeding shall be commenced against any Credit Party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against any Credit Party under the federal bankruptcy Laws as now or hereafter in effect;

(i) one (1) or more judgments or orders for the payment of money aggregating in excess of the Threshold Amount (to the extent not covered by independent third party insurance provided by insurers of the highest claims paying rating or financial strength as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) shall be rendered against any Credit Party and such judgment or order (i) shall continue unsatisfied and unstayed (unless bonded with a supersedeas bond at least equal to such judgment or order) for a period of 60 days, or (ii) is not fully paid and satisfied at least 10 days prior to the date on which any of its assets may be lawfully sold to satisfy such judgment or order;

(j) this Agreement or any other Loan Paper shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Credit Party, or any Credit Party shall deny that it has any further liability or obligation under any of the Loan Papers, or any Lien created by the Loan Papers shall for any reason (other than by reason of the operation of Law or pursuant to the terms of the Loan Papers or the express release thereof by a written instrument executed by Administrative Agent in accordance with the Loan Papers) cease to be a valid, first priority, perfected Lien (other than Permitted Encumbrances) upon any of the property purported to be covered thereby having a fair market value, individually or in the aggregate, greater than $1,000,000; or

(k) a Change of Control shall occur; or

(l) (i) Holdings, the Borrower and the other Credit Parties shall have failed to become “Restricted Subsidiaries” and “Guarantors” under the Sitio Credit Facilities on or prior to June 30, 2023 or (ii) the Borrower and the other Credit Parties shall have failed to terminate the Commitments hereunder and repay in full all Obligations arising out of the Loan Documents on or prior to June 30, 2023.

then, and in every such event, Administrative Agent shall without presentment, notice or demand (unless expressly provided for herein) of any kind (including notice of intention to accelerate and acceleration), all of which are hereby waived, (i) if requested by Majority Banks, terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Majority Banks, take such other actions as may be permitted by the Loan Papers including, declaring the Loans, or any of them, (together with accrued interest thereon) to be, and the Loans, or any of them, shall thereupon become, immediately due and payable; provided that (iii) in the case of any of the Events of Default specified in Section 11.1(g) or Section 11.1(h), without any notice to Borrower or any

97

other Credit Party or any other act by Administrative Agent or Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable.

ARTICLE XII

AGENTS

Section 12.1 Appointment and Authorization of Administrative Agent; Secured Hedge Transactions.

(a) Each Bank hereby irrevocably (subject to Section 12.10) appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Paper and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Paper, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Paper, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Paper or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Papers with reference to Administrative Agent, any syndication agent or documentation agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each Letter of Credit Issuer shall act on behalf of Banks with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as Administrative Agent may agree at the request of the Majority Banks to act for such Letter of Credit Issuer with respect thereto; provided, however, that each Letter of Credit Issuer shall have all of the benefits and immunities (i) provided to Administrative Agent in this Article XII with respect to any acts taken or omissions suffered by a Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article XII included each Letter of Credit Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to each Letter of Credit Issuer.

Section 12.2 Delegation of Duties. Administrative Agent may execute any of its duties under this Agreement or any other Loan Paper by or through agents, sub-agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects in the absence of gross negligence or willful misconduct.

98

Section 12.3 Default; Collateral.

(a) Upon the occurrence and continuance of a Default or Event of Default, Banks agree to promptly confer in order that Majority Banks, Required Banks or Banks, as the case may be, may agree upon a course of action for the enforcement of the rights of Banks; and Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until Administrative Agent shall have received instructions from Majority Banks, Required Banks or Banks, as the case may be. All rights of action under the Loan Papers and all right to the collateral under the Loan Papers, if any, hereunder may be enforced by Administrative Agent and any suit or proceeding instituted by Administrative Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without the necessity of joining as plaintiffs or defendants any other Secured Party, and the recovery of any judgment shall be for the benefit of the Secured Parties subject to the expenses of Administrative Agent. In actions with respect to any property of Borrower or any other Credit Party, Administrative Agent is acting for the ratable benefit of each Secured Party as provided in the Loan Papers. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Secured Party as provided in the Loan Papers.

(b) Each Secured Party authorizes and directs Administrative Agent to enter into the other Loan Papers on behalf of and for the benefit of such Secured Party (or if previously entered into, hereby ratifies Administrative Agent’s previously entering into such agreements and other Loan Papers).

(c) Except to the extent unanimity (or other percentage set forth in Section 14.2) is required hereunder, each Bank agrees that any action taken by Majority Banks or Required Banks, as the case may be, in accordance with the provisions of the Loan Papers, and the exercise by Majority Banks or Required Banks, as the case may be, of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Banks.

(d) Administrative Agent is hereby authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from any Secured Party, from time to time to take any action with respect to any collateral under the Loan Papers or any Loan Papers which may be necessary to perfect and maintain perfected the Liens upon such collateral granted pursuant to the other Loan Papers.

(e) Administrative Agent shall not have any obligation whatsoever to any Secured Party or to any other Person to assure that such collateral exists or is owned by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights granted or available to Administrative Agent in this Section 12.3 or in any of the other Loan Papers; IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL UNDER THE LOAN PAPERS, OR ANY ACT, OMISSION, OR EVENT RELATED THERETO, ADMINISTRATIVE AGENT MAY (AS BETWEEN ADMINISTRATIVE AGENT AND THE SECURED PARTIES) ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION, GIVEN

99

ADMINISTRATIVE AGENT’S OWN INTEREST IN SUCH COLLATERAL AS ONE OF THE SECURED PARTIES AND THAT ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY SECURED PARTY OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(f) In furtherance of the authorizations set forth in this Section 12.3, each Secured Party hereby irrevocably appoints Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Secured Party (i) to enter into the other Loan Papers (including any appointments of substitute trustees under any such Loan Papers), (ii) to take action with respect to the other Loan Papers and the collateral thereunder to perfect, maintain, and preserve Administrative Agent’s Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any such collateral to the extent authorized in Section 12.14. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to Administrative Agent’s power, as attorney, relative to the matters described in this Section 12.3 relating to collateral. The powers and authorities herein conferred on Administrative Agent may be exercised by Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of Administrative Agent (or any Person acting on behalf of Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 12.3(f) to Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Banks are obligated to make any Loan or issue any Letter of Credit under the Loan Papers.

Section 12.4 Liability of Administrative Agent. NO INDEMNIFIED ENTITY OF ADMINISTRATIVE AGENT SHALL (a) BE LIABLE TO ANY SECURED PARTY FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN PAPER OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Secured Party or participant for any recital, statement, representation or warranty made by Borrower or any other Credit Party or any officer thereof, contained herein or in any other Loan Paper, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement or any other Loan Paper, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Paper, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Papers, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by Borrower of its obligations hereunder or under any other Loan Paper, or for any failure of Borrower or other Credit Party or any other party to any Credit Party to perform its obligations hereunder or thereunder. No Indemnified Entity of Administrative Agent shall be under any obligation to any Secured Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Paper, or to inspect the properties, books or records of Borrower or any other Credit Party or any Affiliate thereof.

100

Section 12.5 Reliance by Administrative Agent.

(a) Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, electronic mail, or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or any other Credit Party), independent accountants and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Paper unless it shall first receive such advice or concurrence of the requisite Majority Banks, Required Banks, or all Banks, as applicable, as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Paper in accordance with a request or consent of the requisite Majority Banks, Required Banks, or all Banks, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Banks and participants. Where this Agreement expressly permits or prohibits an action unless the requisite Majority Banks or Required Banks otherwise determine, Administrative Agent shall, and in all other instances, Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the requisite Banks.

(b) For purposes of determining compliance with the conditions specified in Section 6.1, each Bank that has funded its Applicable Percentage of the initial Loan on the Effective Date (or, if there is no Loan made on such date, each Bank other than Banks who gave written objection to Administrative Agent prior to such date) shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by Administrative Agent to such Bank (or otherwise made available for such Bank on SyndTrak Online, DXSyndicate^™ or any similar website) for consent, approval, acceptance or satisfaction, or required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank.

Section 12.6 Notice of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to Administrative Agent for the account of Banks, unless Administrative Agent shall have received written notice from a Bank or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Administrative Agent will notify Banks of its receipt of any such notice. Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Majority Banks or Required Banks, as applicable, in accordance with this Agreement; provided, however, that unless and until Administrative Agent has received any such direction, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of Banks.

Section 12.7 Credit Decision; Disclosure of Information by Administrative Agent. Each Bank acknowledges that no Indemnified Entity of Administrative Agent has made any representation or warranty to it, and that no act by Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower or any other Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or

101

warranty by any Indemnified Entity of Administrative Agent to any Bank as to any matter, including whether Indemnified Entities of Administrative Agent have disclosed material information in their possession. Each Bank represents to Administrative Agent that it has, independently and without reliance upon any Indemnified Entity of Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and each other Credit Party, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Bank also represents that it will, independently and without reliance upon any Indemnified Entity of Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Papers, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Credit Parties. In this regard, each Bank acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as counsel to Administrative Agent. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Papers and the matters contemplated therein. Except for notices, reports and other documents expressly required to be furnished to Banks by Administrative Agent herein, Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Indemnified Entity of Administrative Agent.

Section 12.8 Indemnification of Agents. WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, BANKS SHALL INDEMNIFY UPON DEMAND EACH INDEMNIFIED ENTITY OF ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF BORROWER AND WITHOUT LIMITING THE OBLIGATION OF BORROWER TO DO SO), IN ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES, AND HOLD HARMLESS EACH INDEMNIFIED ENTITY OF ADMINISTRATIVE AGENT FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES INCURRED BY IT (INCLUDING SUCH INDEMNIFIED ENTITY OF ADMINISTRATIVE AGENT’S OWN NEGLIGENCE); PROVIDED, HOWEVER, THAT NO BANK SHALL BE LIABLE FOR THE PAYMENT TO ANY INDEMNIFIED ENTITY OF ADMINISTRATIVE AGENT OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; provided, however, that no action taken in accordance with the directions of the Required Banks or Majority Banks, as applicable, shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.8. Without limitation of the foregoing, each Bank shall reimburse Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including counsel fees) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Paper, or any document contemplated by or referred to herein, to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 12.8 shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation or replacement of Administrative Agent.

102

Section 12.9 Administrative Agent in its Individual Capacity. Wells Fargo Bank, N.A. and its Affiliates may make loans to, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with Borrower and its Affiliates as though Wells Fargo Bank, N.A. were not Administrative Agent or the Letter of Credit Issuer hereunder and without notice to or consent of Banks. Banks acknowledge that, pursuant to such activities, Wells Fargo Bank, N.A. or its Affiliates may receive information regarding Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of Borrower or such Affiliate) and acknowledge that Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Wells Fargo Bank, N.A. shall have the same rights and powers under this Agreement as any other Bank and may exercise such rights and powers as though it were not Administrative Agent or the Letter of Credit Issuer, and the terms “Bank” and “Banks” include Wells Fargo Bank, N.A. in its individual capacity.

Section 12.10 Successor Administrative Agent and Letter of Credit Issuer. Administrative Agent or the Letter of Credit Issuer may, subject to the acceptance of the appointment of a successor as provided herein, resign at any time upon 30 days’ notice to Banks with a copy of such notice to Borrower. Upon any such notice by Administrative Agent or the Letter of Credit Issuer, the Majority Banks shall, with the consent of Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld, delayed or conditioned) appoint from among Banks a successor administrative agent or letter of credit issuer. If no successor administrative agent or letter of credit issuer has both been appointed by the Majority Banks and accepted within 30 days after the retiring Administrative Agent’s or Letter of Credit Issuer’s notice of resignation, Administrative Agent may appoint a successor administrative agent and/or letter of credit issuer which shall (a) be a commercial bank organized under the Laws of the United States of America or of any State thereof and having a combined capital surplus of at least $500,000,000 and (b) unless the successor administrative agent and/or letter of credit issuer is a Bank, be reasonably acceptable to Borrower. Upon the acceptance of its appointment as successor administrative agent and/or letter of credit issuer hereunder, (x) such successor administrative agent and/or letter of credit issuer shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Letter of Credit Issuer, (y) the terms “Administrative Agent” and “Letter of Credit Issuer” shall respectively mean such successor administrative agent and letter of credit issuer, and (z) the retiring Administrative Agent’s or Letter of Credit Issuer’s appointment, powers and duties as Administrative Agent or Letter of Credit Issuer shall be terminated. The retiring Letter of Credit Issuer shall remain the Letter of Credit Issuer with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Letter of Credit Issuer with respect to Letters of Credit shall inure to the benefit of the resigning Letter of Credit Issuer until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XII and Sections 14.3 and 14.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

103

Section 12.11 Syndication Agent; Other Agents; Arranger. None of the Banks or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” as a “documentation agent,” any other type of agent (other than Administrative Agent), “arranger,” or “bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Banks as such. Without limiting the foregoing, none of Banks so identified shall have or be deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges that it has not relied, and will not rely, on any of Banks so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 12.12 Administrative Agent May File Proof of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower or other Credit Party, Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Exposures and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Banks, the Letter of Credit Issuer and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Banks, the Letter of Credit Issuer and Administrative Agent and their respective agents and counsel and all other amounts due Banks, Letter of Credit Issuers and Administrative Agent under Section 14.3) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Bank and the Letter of Credit Issuer to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to Banks and the Letter of Credit Issuer, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Section 14.3.

Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Bank or the Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or to authorize Administrative Agent to vote in respect of the claim of any Bank in any such proceeding.

Section 12.13 Secured Hedge Transactions. To the extent any Approved Counterparty is a party to a Hedge Transaction with Borrower or other Credit Party and thereby becomes a Secured Hedge Provider and a beneficiary of the Liens pursuant to any Loan Paper, such Secured Hedge Provider shall be deemed to appoint Administrative Agent its nominee and agent to act for and on behalf of such Affiliate in connection with such Loan Papers and to be bound by the terms of this Article XII, and the other provisions of this Agreement.

104

Section 12.14 Collateral and Guaranty Matters.

(a) Each Bank and the Letter of Credit Issuer hereby authorizes Administrative Agent to take the following actions and Administrative Agent hereby agrees to take such actions at the request of Borrower:

(i) to release any Lien on any Property granted to or held by Administrative Agent under any Loan Papers (x) upon (A) termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) owing under the Loan Papers to Administrative Agent, the Banks and (unless the Letter of Credit Issuer has advised Administrative Agent that the Obligations owing to it are otherwise adequately provided for) the Letter of Credit Issuer and owing to any Secured Hedge Provider under any Obligation with respect to a Hedge Transaction (other than a Secured Hedge Provider that has advised Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Hedge Transactions with Secured Hedge Providers (other than any Secured Hedge Provider that has advised Administrative Agent that such Hedge Transactions are otherwise adequately provided for or novated), (y) that is, or is to be, sold, released or otherwise disposed of as permitted pursuant to the terms of the Loan Papers, or (z) if approved, authorized or ratified in writing by Majority Banks (or, if approval, authorization or ratification by all Banks is required with respect to the release or substitution of all or substantially all of the collateral for the Obligations pursuant to Section 14.2(c), then by all Banks);

(ii) to release any Guarantor from its obligations under the Loan Papers if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Papers; and

(iii) to execute and deliver to Borrower, at Borrower’s sole cost and expense, any and all releases of Liens, guaranty releases, termination statements, assignments or other documents necessary or useful to accomplish or evidence the foregoing.

(b) Upon the request of Administrative Agent at any time, Majority Banks will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.14.

(c) Notwithstanding anything contained in any of the Loan Papers to the contrary, no Person other than Administrative Agent has any individual right to realize upon any of the collateral subject to the Security Instruments or to enforce any Liens or remedies under the Security Instruments, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on behalf of the Persons secured or otherwise benefitted thereby.

(d) By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Person secured by such Liens that is not a party hereto agrees to the terms of this Section 12.14 and each Secured Hedge Provider consents to the grant by the Credit Parties to Administrative Agent of Liens on all Hedge Agreements and Hedge Transactions between such Secured Hedge Provider and any Credit Party.

105

Section 12.15 Certain ERISA Matters.

(a) Each Bank (x) represents and warrants, as of the date such Person became a Banks party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:

(i) such Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit or the Commitments or this Agreement;

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or

(iii) (A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Bank involved in such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Paper or any documents related hereto or thereto).

106

Section 12.16 Erroneous Payments.

(a) Each Bank and Letter of Credit Issuer hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Bank or Letter of Credit Issuer that the Administrative Agent has determined in its sole discretion that any funds received by such Bank or Letter of Credit Issuer from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Bank or Letter of Credit Issuer (whether or not known to such Bank or Letter of Credit Issuer) or (ii) it receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, (y) that was not preceded or accompanied by a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment or (z) that such Bank or Letter of Credit Issuer otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) then, in each case an error in payment has been made (any such amounts specified in clauses (i) or (ii) of this Section 12.16(a), whether received as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) and the Bank or Letter of Credit Issuer, as the case may be, is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment and to the extent permitted by applicable law, such Bank or Letter of Credit Issuer shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b) Without limiting the immediately preceding clause (a), each Bank and Letter of Credit Issuer agrees that, in the case of clause (a)(ii) above, it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent in writing of such occurrence and, in the case of either clause (a)(i) or (a)(ii) above upon demand from the Administrative Agent, it shall promptly, but in all events no later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Bank or Letter of Credit Issuer to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(c) The Borrower hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Bank or Letter of Credit Issuer that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Bank or Letter of Credit Issuer with respect to such amount,

107

(y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Credit Party for the purpose of making a payment on any of the Obligations, and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations or any part thereof that were so credited, and all rights of the applicable Bank, Letter of Credit Issuer, Administrative Agent or other Secured Party, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received, except to the extent such Erroneous Payment was, and solely with respect to the amount of such Erroneous Payment that was, comprised of funds received by the Administrative Agent from the Borrower or any other Credit Party for the purpose of making a payment on any of the Obligations.

Each party’s obligations under this Section 12.16 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Paper.

ARTICLE XIII

PROTECTION OF YIELD; CHANGE IN LAWS

Section 13.1 Changed Circumstances.

(a) Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of such Interest Period or (ii) the Majority Banks shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Banks of making or maintaining such Loans during such Interest Period, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Banks to make SOFR Loans, and any right of the Borrower to convert any Borrowing to or continue any Borrowing as a SOFR Borrowing, shall be suspended (to the extent of the affected SOFR Tranche or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Banks) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Tranche or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Adjusted Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Adjusted Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts, if any, required pursuant to Section 3.3.

108

(b) Laws Affecting SOFR Availability. If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Banks (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Banks (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, such Bank shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Banks as soon as reasonably practicable. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) any obligation of the Banks to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Adjusted Base Rate without reference to clause (c) of the definition of “Adjusted Base Rate”, in each case until each such affected Bank notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Bank (with a copy to the Administrative Agent), prepay or, if applicable, convert all affected SOFR Loans to Adjusted Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Adjusted Base Rate without reference to clause (c) of the definition of “Adjusted Base Rate”), on the last day of the Interest Period therefor, if all affected Banks may lawfully continue to maintain such SOFR Loans, to such day, or immediately, if any Bank may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required, if any, pursuant to Section 3.3.

(c) Benchmark Replacement Setting.

(i) Benchmark Replacement.

Notwithstanding anything to the contrary herein or in any other Loan Paper, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Banks and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Banks comprising the Majority Banks. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 13.1(c)(i) will occur prior to the applicable Benchmark Transition Start Date.

(ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Paper, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Paper.

109

(iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Banks of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 13.1(c). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Bank (or group of Banks) pursuant to this Section 13.1(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Paper, except, in each case, as expressly required pursuant to this Section 13.1(c).

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Paper, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Adjusted Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been converted to Adjusted Base Rate Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Adjusted Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Adjusted Base Rate.

110

Section 13.2 [Reserved].

Section 13.3 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Bank or the Letter of Credit Issuer;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Bank or the Letter of Credit Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Bank or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Bank, the Letter of Credit Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Bank, the Letter of Credit Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Bank, the Letter of Credit Issuer or other Recipient, Borrower will pay to such Bank, the Letter of Credit Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Bank, the Letter of Credit Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Bank or the Letter of Credit Issuer determines that any Change in Law affecting such Bank or the Letter of Credit Issuer or any lending office of such Bank or such Bank’s or the Letter of Credit Issuer’s holding company, if any, regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on such Bank’s or the Letter of Credit Issuer’s capital or on the capital of such Bank’s or the Letter of Credit Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank or the Loans made by, or participations in Letters of Credit, such Bank, or the Letters of Credit issued by the Letter of Credit Issuer, to a level below that which such Bank or the Letter of Credit Issuer or such Bank’s or the Letter of Credit Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Bank’s or the Letter of Credit Issuer’s policies and the policies of such Bank’s or the Letter of Credit Issuer’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Bank or the Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Bank or the Letter of Credit Issuer or such Bank’s or the Letter of Credit Issuer’s holding company for any such reduction suffered.

111

(c) Certificates for Reimbursement. A certificate of a Bank or the Letter of Credit Issuer setting forth the amount or amounts necessary to compensate such Bank or the Letter of Credit Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to Borrower, shall be conclusive absent manifest error. Borrower shall pay such Bank or the Letter of Credit Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Bank or the Letter of Credit Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s or the Letter of Credit Issuer’s right to demand such compensation; provided that Borrower shall not be required to compensate a Bank or the Letter of Credit Issuer pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Bank or the Letter of Credit Issuer, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Bank’s or the Letter of Credit Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 13.4 [Reserved].

Section 13.5 Taxes.

(a) For purposes of this Section 13.5, the term “Bank” includes any Letter of Credit Issuer and the term “applicable law” includes FATCA.

(b) Any and all payments by or on account of any obligation of any Credit Party under any Loan Paper shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.

112

(d) The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.

(e) Each Bank shall severally indemnify Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that any Credit Party has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 14.8(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by Administrative Agent in connection with any Loan Paper, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank by Administrative Agent shall be conclusive absent manifest error. Each Bank hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Paper or otherwise payable by Administrative Agent to such Bank from any other source against any amount due to Administrative Agent under this Section 13.5(e).

(f) As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 13.5, such Credit Party shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.

(g) (i) Any Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Paper shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 13.5(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank.

(ii) Without limiting the generality of the foregoing,

113

(A) any Bank that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), an executed copy of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax;

(B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Paper, executed copies of IRS Form W-8BEN-E, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Paper, IRS Form W-8BEN-E, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed copies of IRS Form W-8ECI;

(iii) in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E; or

(iv) to the extent a Foreign Bank is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;

(C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made; and

114

(D) if a payment made to a Bank under any Loan Paper would be subject to U.S. federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h) Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

(i) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 13.5 (including by the payment of additional amounts pursuant to this Section 13.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (i) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (i), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (i) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection (i) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(j) Survival. Each party’s obligations under this Section 13.5 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Paper.

115

Section 13.6 Discretion of Banks as to Manner of Funding. Notwithstanding any provisions of this Agreement to the contrary, each Bank shall be entitled to fund and maintain its funding of all or any part of its Commitment in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Bank had actually funded and maintained the Loans (or any portion thereof) subject to a SOFR Tranche during the Interest Period for the Loans (or any portion thereof) through the acceptance of deposits having a maturity corresponding to the last day of such Interest Period and bearing an interest rate equal to the Adjusted Term SOFR for such Interest Period.

Section 13.7 Mitigation Obligations; Replacement of Banks.

(a) Designation of a Different Lending Office. If any Bank requests compensation under Section 13.3, or requires Borrower to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 13.5, then such Bank shall (at the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Bank, such designation or assignment (x) would eliminate or reduce amounts payable pursuant to Section 13.3 or Section 13.5, as the case may be, in the future, and (y) would not subject such Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Bank. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Bank in connection with any such designation or assignment.

(b) Replacement of Banks. If (i) any Bank requests compensation under Section 13.3, (ii) the obligation of any Bank to make SOFR Loans or continue Loans as SOFR Loans has been suspended pursuant to Section 13.4, (iii) Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 13.5 and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 13.7(a), or (iv) any Bank is a Defaulting Bank or a Non-Consenting Bank, then Borrower may, at its sole expense and effort, upon notice to such Bank and Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 13.3 or Section 13.5) and obligations under this Agreement and the related Loan Papers to an eligible assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:

(i) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.8;

(ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letter of Credit Exposure, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Papers (including any amounts under Section 3.3) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

116

(iii) in the case of any such assignment resulting from a claim for compensation under Section 13.3 or payments required to be made pursuant to Section 13.5, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) in the case of any such assignment resulting from the suspension of an obligation to make SOFR Loans or continue Loans as SOFR Loans under Section 13.4, such assignment will result in a resumption of such obligation in whole or in part;

(v) such assignment does not conflict with applicable Law; and

(vi) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Bank shall not be required to make any such assignment and delegation if such Bank is a Secured Hedge Provider with any outstanding Hedge Transaction with any Credit Party (to the extent obligations under such Hedge Transactions constitute Obligations), unless on or prior thereto, all such Hedge Transactions have been terminated or novated to another Person and such Bank (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation. If any Bank refuses, pursuant to the previous sentence, to make any such assignment and delegation, such Bank shall give all reasonable cooperation to Borrower to effect such termination or novation of such Hedge Transactions.

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Notices; Effectiveness; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Borrower or any other Credit Party, to the address, telecopier number, electronic mail address or telephone number specified for such Person on the signature pages hereof; and

(ii) Administrative Agent, the Letter of Credit Issuer, or any Bank, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 1 or in such Bank’s Administrative Questionnaire, as applicable.

117

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to Banks and the Letter of Credit Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Bank or the Letter of Credit Issuer pursuant to Article II if such Bank or the Letter of Credit Issuer, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Administrative Agent or Borrower may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Affiliates (collectively, the “Agent Parties”) have any liability to Borrower, any other Credit Party, any Bank, the Letter of Credit Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrower’s or Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that, in no event shall any Agent Party have any liability to Borrower, any other Credit Party, any Bank, the Letter of Credit Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

118

(d) Change of Address, Etc. Borrower, each other Credit Party, Administrative Agent, and the Letter of Credit Issuer may change its address, telecopier, electronic mail address or telephone number for notices and other communications hereunder by written notice to the other parties hereto. Each other Bank may change its address, telecopier or telephone number for notices and other communications hereunder by written notice to Borrower, Administrative Agent, and the Letter of Credit Issuer. In addition, each Bank agrees to notify Administrative Agent from time to time to ensure that Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Bank. Furthermore, each Public Bank agrees to cause at least one individual at or on behalf of such Public Bank to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Bank or its delegate, in accordance with such Public Bank’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent, Letter of Credit Issuer and Banks. Administrative Agent, the Letter of Credit Issuer and Banks shall be entitled to rely and act upon any notices (including telephonic Requests for Borrowing) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify Administrative Agent, the Letter of Credit Issuer, each Bank and the Affiliates of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 14.2 Waivers and Amendments; Acknowledgments.

(a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Majority Banks and/or Administrative Agent in accordance with Section 14.2(c), and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c).

119

(b) Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Effective Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Effective Date, (iv) neither any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loans.

(c) The Aggregate Elected Commitment Amount, a Bank’s Elected Commitment Amount, a Bank’s Maximum Credit Amount, the Applicable Percentage of each Bank and Schedule 1 to this Agreement may be amended as set forth in Section 2.15 and Section 14.8(c). Subject to Section 2.5(g) and Section 13.1(c), any other provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Majority Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i) no such amendment or waiver shall (A) increase the Commitment, Elected Commitment or Maximum Credit Amount of any Bank without the written consent of such Bank, (B) subject any Bank to any additional obligation to extend credit without the written consent of such Bank, or (C) decrease (other than pursuant to Section 4.6, Section 4.7 and Section 5.2) or maintain the Borrowing Base without the consent of the Required Banks and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of the following clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Section 4.2, Section 4.3, Section 4.4 or Section 4.5 or the definitions contained in Section 1.1 applicable thereto in any manner that results in any increase in the Borrowing Base, (C) forgive any of the principal of or reduce the rate of interest on the Loans (other than as a result of the implementation of a Benchmark Replacement in accordance with Section 13.1(c)) or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder (provided that the amounts to be paid may be determined or modified

120

in accordance with the terms hereof), (E) change the percentages of the Aggregate Maximum Credit Amount, the definitions of “Majority Banks”, “Required Banks” and/or “Super Majority Banks”, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for the release or substitution of all or substantially all of the collateral for the Obligations other than releases required in connection with sales of collateral that are expressly permitted by Section 9.5 or releases permitted pursuant to Section 12.14, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under this Agreement or any other Loan Paper, or (I)(1) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks; (2) subordinate any of the Obligations owed to the Banks in right of payment or (3) subordinate any of the Liens securing the Obligations owed to the Banks (except as otherwise set forth in Section 12.14(a)), in each case without the written consent of each Bank. Notwithstanding the foregoing, (x) Borrower and Administrative Agent may amend this Agreement or any other Loan Paper without the consent of the Banks in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Paper, and (y) Administrative Agent and Borrower (or other applicable Credit Party) may enter into any amendment, modification or waiver of this Agreement or any other Loan Paper or enter into any agreement or instrument to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Mortgaged Property or Property to become Mortgaged Property to secure the Obligations for the benefit of the Secured Parties or as required by any applicable Law to give effect to, protect or otherwise enhance the rights or benefits of any Bank under the Loan Papers without the consent of any Bank. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Section 14.3 Expenses; Indemnification.

(a) Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of Administrative Agent, including reasonable and documented fees and disbursements of special counsel for Administrative Agent, in connection with the preparation of this Agreement and the other Loan Papers and, if appropriate, the recordation of the Loan Papers, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, and (ii) if an Event of Default has occurred and is continuing, all documented out-of-pocket expenses incurred by Administrative Agent and each Bank, including fees and disbursements of counsel in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom, fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent and each Bank in connection therewith.

121

(b) BORROWER AGREES TO INDEMNIFY EACH INDEMNIFIED ENTITY (AS DEFINED BELOW), UPON DEMAND, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES, PENALTIES, FINES, ACTIONS, JUDGMENTS, SUITS, SETTLEMENTS, COSTS, EXPENSES OR DISBURSEMENTS (INCLUDING REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS, EXPERTS AND ADVISORS) OF ANY KIND OR NATURE WHATSOEVER (IN THIS SECTION COLLECTIVELY CALLED “LIABILITIES AND COSTS”) WHICH TO ANY EXTENT (IN WHOLE OR IN PART) MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH INDEMNIFIED ENTITY ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF ANY OF THE COLLATERAL FOR THE LOANS, THE LOAN PAPERS, OR THE TRANSACTIONS AND EVENTS (INCLUDING THE ENFORCEMENT OR DEFENSE THEREOF) AT ANY TIME PROVIDED FOR OR CONTEMPLATED THEREIN (INCLUDING ANY VIOLATION OR NONCOMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS BY ANY CREDIT PARTY OR ANY LIABILITIES OR DUTIES OF ANY CREDIT PARTY OR OF ANY INDEMNIFIED ENTITY WITH RESPECT TO HAZARDOUS SUBSTANCES FOUND IN OR RELEASED INTO THE ENVIRONMENT). THIS SECTION 14.3(b) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM.

THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR ARE IN ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED ENTITY; PROVIDED THAT, NO INDEMNIFIED ENTITY SHALL BE ENTITLED UNDER THIS SECTION 14.3(b) TO RECEIVE INDEMNIFICATION FOR THAT PORTION, IF ANY, OF ANY LIABILITIES AND COSTS RESULTING FROM (A) SUCH INDEMNIFIED ENTITY’S OWN INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) A CLAIM BROUGHT BY ANY CREDIT PARTY AGAINST AN INDEMNIFIED ENTITY FOR A BREACH IN BAD FAITH OF SUCH INDEMNIFIED ENTITY’S OBLIGATIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN PAPERS, OR (C) A DISPUTE SOLELY BETWEEN OR AMONG THE INDEMNIFIED ENTITIES THAT DOES NOT INVOLVE ANY ACTION OR OMISSION BY BORROWER, ANY OTHER CREDIT PARTY OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES, OTHER THAN CLAIMS AGAINST ANY OF ADMINISTRATIVE AGENT OR BANK OR ANY OF THEIR AFFILIATES IN THEIR CAPACITIES OR FULFILLING THEIR ROLES AS “ADMINISTRATIVE AGENT”, “ARRANGER”, “LEAD ARRANGER”, OR ANY SIMILAR ROLE UNDER THIS AGREEMENT, IN EACH CASE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE JUDGMENT. AS USED HEREIN, THE TERM “INDEMNIFIED ENTITY” REFERS TO EACH BANK, ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUER, AND EACH DIRECTOR, OFFICER, AGENT, TRUSTEE, MANAGER, ATTORNEY, EMPLOYEE, REPRESENTATIVE, PARTNER, ADVISORS, AGENTS AND AFFILIATE OF ANY SUCH PERSON AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND PERMITTED ASSIGNS.

(c) The agreements in this Section 14.3 shall survive the resignation of Administrative Agent, the Letter of Credit Issuer, the replacement of any Bank, the termination of the Total Commitment, the repayment, satisfaction or discharge of all the other Obligations, and the termination of the Loan Papers.

122

Section 14.4 Right and Sharing of Set-Offs.

(a) If any Event of Default shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of any Credit Party against any and all of the obligations now or hereafter existing under this Agreement and any Note held by such Bank, irrespective of whether or not such Bank shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Bank agrees promptly to notify such Credit Party after any such setoff and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section 14.4(a) are in addition to other rights and remedies (including other rights of setoff) which such Bank may have.

(b) Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment after the occurrence and during the continuance of an Event of Default of a proportion of the aggregate amount of principal and interest due with respect to the Loans which is greater than the proportion received by any other Bank in respect of the Loans, the Bank receiving such proportionately greater payment shall purchase such participations in the interests in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by Banks shall be shared by Banks ratably in accordance with their respective Applicable Percentages; provided that nothing in this Section 14.4(b) shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of any Credit Party other than its indebtedness under the Loans. Borrower agrees, to the fullest extent they may effectively do so under applicable Law, that Participants may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participation; provided that such Participant agrees to be subject to this Section 14.4(b) as though it were a Bank.

Section 14.5 Survival. All of the various representations, warranties, covenants, indemnities and agreements in the Loan Papers shall survive the execution and delivery of this Agreement and the other Loan Papers and the performance hereof and thereof, including the making or granting of the Loans and the delivery of the Notes and the other Loan Papers, and shall further survive until all of the Obligations (other than contingent indemnification obligations) owing under the Loan Papers to Administrative Agent, the Banks and (unless the Letter of Credit Issuer has advised Administrative Agent that the Obligations owing to it are otherwise adequately provided for) the Letter of Credit Issuer are paid in full and all of Banks’ obligations to Borrower are terminated, and at such time Administrative Agent shall, upon request by Borrower, confirm that this Agreement and the other Loan Papers have terminated; provided that, (a) to the extent expressly provided in any indemnification clause contained herein or in any other Loan Paper, such indemnification obligation shall survive payment in full of the Obligations and termination of the obligations of Banks to Borrower hereunder and (b) release of the Liens under the Security Instruments shall be subject to Section 12.14. All statements and agreements by Borrower to any Bank or Administrative Agent in any Loan Paper shall be deemed representations and warranties by Borrower or agreements and covenants of Borrower under this Agreement. The representations, warranties and covenants made by any Credit Party (as applicable) in the Loan Papers, and the rights, powers and privileges granted to Banks and Administrative Agent in the

123

Loan Papers, are cumulative, and, except for expressly specified waivers and consents, no Loan Paper shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to Banks and Administrative Agent of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Loan Paper, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Loan Papers.

Section 14.6 Limitation on Interest. Each Bank, each Agent, Borrower, each other Credit Party and any other parties to the Loan Papers intend to contract in strict compliance with applicable usury Law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Papers shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the Maximum Lawful Rate. None of Borrower, any other Credit Party, nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the Maximum Lawful Rate and the provisions of this Section 14.6 shall control over all other provisions of the Loan Papers which may be in conflict or apparent conflict herewith. Each Bank and Administrative Agent expressly disavow any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the Maximum Lawful Rate, or (c) any Bank or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of the Maximum Lawful Rate, then all such sums determined to constitute interest in excess of the Maximum Lawful Rate shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at any Bank’s or such holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the Maximum Lawful Rate, Administrative Agent, Banks, Borrower and the other Credit Parties (and any other payors or payees thereof) shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instrument evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the Maximum Lawful Rate in order to lawfully charge the Maximum Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the Adjusted Term SOFR hereunder (as used in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of any Loan, the total amount of interest paid or accrued on such Loan is less than the amount of interest which would have accrued if the contract rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay

124

to the holder of such Loan an amount equal to the difference between (i) the lesser of the amount of interest which would have accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Loan.

Section 14.7 Invalid Provisions. If any provision of the Loan Papers is held to be illegal, invalid, or unenforceable under present or future Laws effective during the term thereof, such provision shall be fully severable, the Loan Papers shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part thereof, and the remaining provisions thereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance therefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of the Loan Papers a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 14.8 Successors and Assigns.

(a) Each Loan Paper binds and inures to the parties thereto and each of their respective successors and permitted assigns permitted thereby (including any Affiliate of Letter of Credit Issuer that issues any Letter of Credit and Participants to the extent provided in Section 14.8(b)), and any Indemnified Entity of each of Administrative Agent, the Letter of Credit Issuer and Banks. No Credit Party may assign or transfer any rights or obligations under any Loan Paper without first obtaining the consent of all Banks (other than any Defaulting Bank), and any purported assignment or transfer without all Banks’ consent is void. No Bank may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Obligations except as permitted by clauses (b) or (c) below.

(b) Any Bank may (subject to the provisions of this section, in accordance with applicable Law, in the ordinary course of its business, and at any time) sell to one or more Persons (each a “Participant”) participating interests in its portion of the Obligations. The selling Bank remains a “Bank” under the Loan Papers, the Participant does not become a “Bank” under the Loan Papers, and the selling Bank’s obligations under the Loan Papers remain unchanged. The selling Bank remains solely responsible for the performance of its obligations and remains the holder of its share of the outstanding Loans for all purposes under the Loan Papers. Borrower and Administrative Agent shall continue to deal solely and directly with the selling Bank in connection with that Bank’s rights and obligations under the Loan Papers, and each Bank must retain the sole right and responsibility to enforce due obligations of Borrower and/or any other Credit Party. Participants have no rights under the Loan Papers except certain voting rights as provided below. Subject to the following, each Bank may obtain (on behalf of its Participants) the benefits of Article XIII with respect to all participations in its part of the Obligations outstanding from time to time (subject to the requirements and limitations therein, including the requirements under Section 13.5(g) (it being understood that the documentation required under Section 13.5(g) shall be delivered to the participating Bank)) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 14.8(c); provided that such Participant shall not be entitled to receive any greater payment under Article XIII with respect to its participation, than its participating Bank would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired

125

the applicable participation. No Bank may sell any participating interest under which the Participant has any rights to approve any amendment, modification, or waiver of any Loan Paper except to the extent such amendment, modification or waiver would (i) extend the Termination Date, (ii) reduce the interest rate or fees applicable to the Commitments or any portion of the Loans in which such Participant is participating, or postpone the payment of any thereof, or (iii) release all or substantially all of the collateral or guarantees securing any portion of the Aggregate Maximum Credit Amount or the Loans in which such Participant is participating. In addition, each agreement creating any participation must include an agreement by the Participant to be bound by the provisions of Section 14.14.

(c) Each Bank that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Papers (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Paper) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Each Bank may make assignments to the Federal Reserve Bank or any central bank having jurisdiction over such Bank. Each Bank may also assign to one or more assignees (each an “Assignee”) all or any part of its rights and obligations under the Loan Papers so long as (i) Administrative Agent consents in writing thereto (such consent not to be unreasonably withheld or delayed), provided that no such consent shall be required for an assignment to a Bank or an Affiliate of a Bank, (ii) Borrower consents in writing thereto (such consent not to be unreasonably withheld or delayed), provided that no such consent shall be required for an assignment to a Bank, an Affiliate of a Bank, or, if an Event of Default exists, any other assignee, (iii) the assignor Bank and Assignee execute and deliver to Administrative Agent an assignment and assumption agreement in substantially the form of Exhibit E (an “Assignment and Assumption Agreement”) and pay to Administrative Agent a processing fee of $3,500, (iv) the Assignee acquires an identical percentage interest in the Maximum Credit Amount and Elected Commitment of the assignor Bank and an identical percentage of the interests in the outstanding Loans held by such assignor Bank, and (v) the conditions (including minimum amounts of the Aggregate Maximum Credit Amount that may be assigned or that must be retained) for that assignment set forth in the applicable Assignment and Assumption Agreement are satisfied. The “Effective Date” in each Assignment and Assumption Agreement must (unless a shorter period is agreeable to Borrower (solely to the extent Borrower is required to consent to such assignment pursuant to clause (ii) herein) and Administrative Agent) be at least three Business Days after it is executed and delivered by the assignor Bank and Assignee to Administrative Agent and Borrower (solely to the extent Borrower is required to consent to such assignment pursuant to clause (ii) herein) for acceptance. Once that Assignment and Assumption Agreement is accepted by

126

Administrative Agent and Borrower (solely to the extent Borrower is required to consent to such assignment pursuant to clause (ii) herein), then, from and after the Effective Date stated in it (A) the Assignee automatically becomes a party to this Agreement and, to the extent provided in that Assignment and Assumption Agreement, has the rights and obligations of a Bank under the Loan Papers, (B) the assignor Bank, to the extent provided in that Assignment and Assumption Agreement, is released from its obligations to fund Borrowings under this Agreement and its reimbursement obligations under this Agreement and, in the case of an Assignment and Assumption Agreement covering all of the remaining portion of the assignor Bank’s rights and obligations under the Loan Papers, that Bank ceases to be a party to the Loan Papers, (C) Borrower shall execute and deliver to the assignor Bank and Assignee the appropriate Notes (if requested) in accordance with this Agreement following the transfer, (D) upon delivery of the Notes under clause (C) preceding, the assignor Bank shall return to Borrower all Notes previously delivered to that Bank under this Agreement, and (E) Schedule 1 hereto is automatically deemed to be amended to reflect the name, Maximum Credit Amount and Elected Commitment of Assignee and the remaining Maximum Credit Amount or Elected Commitment (if any) of the assignor Bank, and Administrative Agent shall prepare and circulate to Borrower and Banks an amended Schedule 1, reflecting those changes.

(e) Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Banks, and the Maximum Credit Amount and Elected Commitment of, and principal amount (and stated interest) of the Loans and payments made in respect of Letter of Credit disbursements owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrower, Administrative Agent, the Letter of Credit Issuer and Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, the Letter of Credit Issuer and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Section 14.9 Applicable Law and Jurisdiction. THIS AGREEMENT (INCLUDING THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Agreement or any Loan Paper may be brought in the courts of the State of New York, the U.S. Federal Courts in such state, sitting in the County of New York, and each of Borrower, Administrative Agent, Letter of Credit Issuer and the Banks hereby irrevocably (a) accepts the non-exclusive jurisdiction of such courts for the purpose of any such action or proceeding, (b) to the extent permitted by applicable Law, consents to the service of process out of said courts by the mailing thereof by U.S. registered or certified mail postage prepaid to such Person at its address as designated or provided in Section 14.1 and agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law. Nothing in this Section 14.9 shall affect the rights of any party hereto to serve legal process on any other party hereto in any other manner permitted by Law or affect the right of any party hereto to bring any action or proceeding against any other party hereto in the courts of any other jurisdiction. To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment,

127

attachment in aid of execution, execution or otherwise) with respect to either itself or its Property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Papers. Each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any Loan Paper brought in the Supreme Court of the State of New York, County of New York or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any claims that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 14.10 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. Except as provided in Section 6.1, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (e.g. .pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 14.11 No Third Party Beneficiaries. It is expressly intended that there shall be no third party beneficiaries of the covenants, agreements, representations or warranties herein contained other than Participants and Assignees permitted pursuant to Section 14.8 and Indemnified Entities to the extent provided in Section 14.3.

Section 14.12 COMPLETE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN PAPERS COLLECTIVELY REPRESENT THE FINAL AGREEMENT BY AND AMONG BANKS, ADMINISTRATIVE AGENT AND BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF BANKS, ADMINISTRATIVE AGENT AND BORROWER. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG BANKS, ADMINISTRATIVE AGENT AND BORROWER.

Section 14.13 WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC. BORROWER, ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUER AND EACH BANK HEREBY (a) KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN PAPERS OR ANY TRANSACTION CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (b) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES” (AS DEFINED BELOW); PROVIDED THAT NOTHING CONTAINED IN THIS SECTION 14.13(b) SHALL LIMIT BORROWER’S INDEMNIFICATION OBLIGATIONS TO THE EXTENT SET FORTH IN SECTION 14.3(b) TO THE EXTENT SUCH SPECIAL DAMAGES ARE INCLUDED IN ANY THIRD PARTY

128

CLAIM IN CONNECTION WITH WHICH SUCH INDEMNIFIED ENTITY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER; (c) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (d) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN PAPERS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENT OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.

Section 14.14 Confidential Information. Administrative Agent and each Bank agree that all documentation and other information made available by any Credit Party to any Agent or any Bank under the terms of this Agreement shall (except to the extent such documentation or other information is publicly available or hereafter becomes publicly available other than by action of Administrative Agent or such Bank, or was therefore known or hereinafter becomes known to Administrative Agent or such Bank independent of any disclosure thereto by any Credit Party) be held in the strictest confidence by Administrative Agent or such Bank and used solely in the administration and enforcement of the Loans from time to time outstanding from such Bank to Borrower and in the prosecution or defense of legal proceedings arising in connection herewith; provided that (a) Administrative Agent or such Bank may disclose documentation and information to Administrative Agent and/or any Bank which is a party to this Agreement or any Affiliates thereof, and (b) Administrative Agent or such Bank may disclose such documentation or other information to any other bank or other Person to which such Bank sells or proposes to make an assignment or sell a participation in the Loans hereunder or any of its rights or obligations under this Agreement if such other bank or Person, prior to such disclosure, agrees in writing to be bound by the terms of the confidentiality statement customarily employed by Administrative Agent in connection with such potential transfers or such other confidentiality agreement not less restrictive than this Section 14.14. Notwithstanding the foregoing, nothing contained herein shall be construed to prevent Administrative Agent or a Bank from (i) making disclosure of any information (A) if required to do so by applicable Law or accepted banking regulatory practices, (B) to any Governmental Authority having or claiming to have authority to regulate or oversee any aspect of such Bank’s business or that of such Bank’s corporate parent or Affiliates in connection with the exercise of such authority or claimed authority, (C) pursuant to any subpoena or if otherwise compelled in connection with any litigation or administrative proceeding, (D) to correct any false or misleading information which may become public concerning such Person’s relationship to any Credit Party, or (E) to the extent Administrative Agent or such Bank or its counsel deems necessary or appropriate to effect or preserve its security for the Obligations or any portion thereof or, while any Event of Default exists, to enforce any remedy provided in this Agreement, or any other Loan Paper, or otherwise available by law; or (ii) making, on a confidential basis, such disclosures (1) as such Bank reasonably deems necessary or appropriate to its legal counsel, agents, advisors or accountants (including outside auditors) and (2) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of

129

CUSIP numbers with respect to the credit facility provided hereunder. If Administrative Agent or such Bank is compelled to disclose such confidential information in a proceeding requesting such disclosure, Administrative Agent or such Bank shall seek to obtain assurance that such confidential treatment will be accorded such information; provided that, neither Administrative Agent nor any Bank shall have any liability for the failure to obtain such treatment.

Section 14.15 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Paper), Borrower acknowledges and agrees, and acknowledge its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by Administrative Agent and the Arranger, are arm’s-length commercial transactions between Borrower and its Affiliates, on the one hand, and Administrative Agent and the Arranger, on the other hand, (ii) Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Papers; (b)(i) each of Administrative Agent, the Arranger and each Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower or any of its Affiliates, or any other Person and (ii) none of Administrative Agent, the Arranger or any Bank has any obligation to Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Papers; and (c) Administrative Agent, the Arranger and Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower and its Affiliates, and neither Administrative Agent nor the Arranger or any Bank has any obligation to disclose any of such interests to Borrower or its Affiliates. To the fullest extent permitted by law, Borrower hereby waives and releases any claims that it has against Administrative Agent, the Arranger and the Banks with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 14.16 USA Patriot Act Notice. Each Bank that is subject to the Act (as hereinafter defined) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act, it is required to (i) obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Bank or Administrative Agent, as applicable, to identify each Credit Party in accordance with the USA Patriot Act and ) and (ii) obtain Beneficial Ownership Certification in relation to the Borrower to the extent that it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

Section 14.17 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 14.18 Collateral Matters; Hedge Transactions. The benefit of the Security Instruments shall extend to and be available to the Secured Hedge Providers with respect to any Obligations described in clause (c) of the definition of “Obligations”. No Bank or any Affiliate of a Bank shall have any voting or consent rights under any Loan Paper as a result of the existence of obligations owed to it under any such Hedge Transactions.

130

Section 14.19 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN PAPERS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN PAPERS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN PAPERS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN PAPERS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN PAPERS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN PAPERS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Section 14.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Paper or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Paper, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Paper; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

131

Section 14.21 Acknowledgement Regarding Any Supported QFC. To the extent that the Loan Papers provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Papers and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Papers that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Papers were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Bank shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

132

EXHIBIT F

FORM OF FINANCIAL COMPLIANCE CERTIFICATE

[to be amended for consistency with Section 8.1 as ultimately agreed]

Financial Statement Date: ___________

To: Wells Fargo Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of May 16, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Brigham Resources, LLC, a Delaware limited liability company (“Borrower”), the Banks from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent.

The undersigned¹ hereby certifies on behalf and as the act of Borrower that he/she is the [____________] of Borrower, and, as such, he/she is authorized to execute and deliver this Financial Compliance Certificate (this “Certificate”) to Administrative Agent on behalf of Borrower, and that, as of the date hereof:

[Use following paragraph 1 for fiscal year-end financial statements pursuant to Section 8.1(a) of the Credit Agreement]

1. Borrower has delivered, or has caused Ultimate Parent to deliver:

(a) The year-end audited consolidated financial statements of Ultimate Parent required by Section 8.1(a)(i) of the Credit Agreement for the fiscal year of Ultimate Parent ended as of the Financial Statement Date set forth above, audited by a firm of independent public accountants as required by such section.

(b) The year-end unaudited consolidated financial statements of Borrower required by Section 8.1(a)(ii) of the Credit Agreement for the fiscal year of Borrower ended as of the Financial Statement Date set forth above. Such consolidated statements fairly present in all material respects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries, if any, on a consolidated basis in accordance with GAAP (as applicable) as of the date of such financial statements (subject to the absence of footnotes) and for the period covered thereby.

(c) Attached as Annex __hereto is consolidating information and financial statements reconciling the differences between the information relating to the Ultimate Parent and its Consolidated Subsidiaries, on the one hand, and the information relating to Borrower and its Consolidated Restricted Subsidiaries, on the other hand, with respect to the financial statements required to be delivered pursuant to Section 8.1(a) of the Credit Agreement for the fiscal year ended as of the Financial Statement Date set forth above. Such consolidating information and financial statements fairly present in all material respects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries, if any, on a consolidating basis in accordance with GAAP (as applicable) as of the date of such financial statements (subject to the absence of footnotes) and for the period covered thereby.

¹  This certificate should be from the chief financial officer, principal accounting officer, treasurer, controller or chief executive officer of Borrower.

Exhibit F-1

Form of Financial Compliance Certificate

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. (a) Borrower has delivered the unaudited financial statements of Borrower required by Section 8.1(b) of the Credit Agreement for the fiscal quarter of Borrower ended as of the Financial Statement Date set forth above. Such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries, if any, on a consolidated basis in accordance with GAAP as of the date of such financial statements (subject to customary year-end adjustments and the absence of footnotes) and for the period covered thereby.

(b) Borrower has caused Ultimate Parent to deliver the unaudited consolidated financial statements of Borrower and Ultimate Parent and the consolidating financial statements of Borrower required by Section 8.1(b) of the Credit Agreement for the fiscal quarter of Ultimate Parent ended as of the Financial Statement Date set forth above, with such consolidating financial statements separating out Borrower and its Consolidated Subsidiaries, if any, by a specific column. Such consolidating financial statements fairly present in all material respects the financial condition and results of operations of Borrower and its Consolidated Subsidiaries on a consolidating basis in accordance with GAAP as of the date of such financial statements (subject to customary year-end adjustments and the absence of footnotes) and for the period covered thereby.

2. [Attached as Annex __ hereto / As shown in spreadsheets delivered in connection herewith] are calculations showing whether Borrower was in compliance with the requirements of Article X of the Credit Agreement on the Financial Statement Date set forth above.

3. As of the date hereof, no Default exists.²

²  If a Default exists, change paragraph 3 to say that a Default exists and refer to an Annex setting forth the details thereof and the action which Borrower is taking or propose to take with respect thereto.

Exhibit F-2

Form of Financial Compliance Certificate

[4. As of the Financial Statement Date set forth above [check one]:

• there is no Material Gas Imbalance³

• there is an estimated Material Gas Imbalance and the aggregate net gas imbalances representing liabilities of the Credit Parties, taken as a whole, are $____________]⁴

[5. As of the Financial Statement Date set forth above [check one]:

• there is no Advance Payment, individually or in the aggregate, in excess of the Threshold Amount that has been received under Advance Payment Contracts to which Borrower or any Restricted Subsidiary is a party or by which any working interests in Proved Mineral Interests owned by any Credit Party are bound which have not been satisfied by delivery of production

• the aggregate amount of all Advance Payments in excess of the Threshold Amount received under Advance Payment Contracts to which Borrower or any Restricted Subsidiary is a party or by which any working interests in Proved Mineral Interests owned by any Credit Party are bound which have not been satisfied by delivery of production is $____________]⁵

[6.] Attached as Annex __ hereto is a true and complete list of all Hedge Transactions of Borrower and each Restricted Subsidiary in existence on the Financial Statement Date set forth above, showing the counterparties thereto, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the estimated net mark-to-market value therefor, any credit support agreements relating thereto other than the Loan Papers, and any margin required or supplied under any such credit support document.

[7.] As of the Financial Statement Date set forth above [check one]:

• Borrower has no Consolidated Unrestricted Subsidiaries

• Borrower has one or more Consolidated Unrestricted Subsidiaries. [Attached as Annex __ hereto / As shown in spreadsheets delivered in connection herewith] are consolidating spreadsheets that show all Consolidated Unrestricted Subsidiaries and the eliminating entries, in such form as would be presentable to the auditors of Borrower.

³  See definition of “Material Gas Imbalance”.

⁴  To be included solely to the extent the Borrower or any Restricted Subsidiary owns any working interest in any Proved Mineral Interests.

⁵  To be included solely to the extent the Borrower or any Restricted Subsidiary owns any working interest in any Proved Mineral Interests.

Exhibit F-3

Form of Financial Compliance Certificate

IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf and as the act of Borrower (and not in any individual capacity) as of [____________].

BRIGHAM RESOURCES, LLC, a Delaware limited liability company

By:

Name:

Title:

Exhibit F-4

Form of Financial Compliance Certificate

EX-99.1

Exhibit 99.1

    

SITIO ROYALTIES AND BRIGHAM MINERALS ANNOUNCE COMPLETION OF MERGER

DENVER, Colorado—December 29, 2022—Sitio Royalties Corp. (NYSE: STR) (“Sitio” or the “Company”) and Brigham Minerals, Inc. (“Brigham”) today announced the successful completion of their merger, combining as Sitio Royalties Corp. The combination brings together two of the largest public companies in the mineral and royalty sector with complementary high-quality assets in the Permian Basin and other oil-focused regions, creating an industry leader with a proven track record of consolidating oil and gas mineral and royalty interests operated by a diverse set of E&P companies.

About Sitio Royalties Corp.

Sitio is a shareholder returns-driven company focused on large-scale consolidation of high-quality oil & gas mineral and royalty interests across premium basins, with a diversified set of top-tier operators. With a clear objective of generating cash flow from operations that can be returned to shareholders and reinvested, Sitio has accumulated over 260,000 NRAs through the consummation of over 185 acquisitions to date. More information about Sitio is available at www.sitio.com.

Forward-Looking Statements

This new release contains statements that may constitute “forward-looking statements” for purposes of federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Except as otherwise required by applicable law, Sitio disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. These statements include, but are not limited to, statements about the Company’s expected benefits of the merger between Sitio and Brigham; future dividends; and future plans, expectations, and objectives for the Company’s operations, including statements about strategy, synergies, future operations, financial position, prospects, and plans. Forward-looking statements are not guarantees of performance. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties that could cause our actual results, performance, and financial condition to differ materially from our expectations and predictions. See “Risk Factors” in Sitio and Brigham’s joint consent solicitation statement/proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2022 for a discussion of risk factors related to the merger between Sitio and Brigham. Additional information concerning these and other factors that may impact Brigham’s and Sitio’s expectations and projections can be found in Brigham’s periodic filings with the SEC, including Brigham’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and Sitio’s periodic filings with the SEC, including Sitio’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Part II, Item 1A “Risk Factors” in Sitio’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Brigham’s and Sitio’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

IR contact:

Ross Wong

(720) 640–7647

IR@sitio.com

EX-99.2

Exhibit 99.2

INDEX TO FINANCIAL STATEMENTS

	Page
BRIGHAM MINERALS, INC.
Reports of Independent Registered Public Accounting Firm (KPMG LLP, Austin, TX Auditor Firm ID: 185)		F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020		F-6
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019		F-7
Consolidated Statements of Changes in Stockholders’ and Members’ Equity for the years ended December 31, 2021, 2020 and 2019		F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019		F-11
Notes to Consolidated Financial Statements		F-13
1. Business and Basis of Presentation		F-13
2. Significant Accounting Policies		F-14
3. Oil and Gas Properties		F-22
4. Acquisitions and Divestitures		F-23
5. Fair Value Measurements		F-24
6. Long-Term Debt		F-25
7. Leases		F-26
8. Equity		F-27
9. Temporary Equity and Non-controlling Interest		F-28
10. Share-Based Compensation		F-30
11. Income Taxes		F-33
12. Commitments and Contingencies		F-35
13. Related Party Transactions		F-35
14. COVID-19 Pandemic		F-36
15. Subsequent Events		F-36
16. Reserve and Related Financial Data (SMOG) (Unaudited)		F-36

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Brigham Minerals, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Brigham Minerals, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in stockholders’ and members’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accrued mineral and royalty revenues

As discussed in Note 2 to the consolidated financial statements, the Company recognizes mineral and royalty revenues when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied, and collectability is reasonably assured. As a non-operator, the Company has limited visibility into the timing of when new wells start producing and production statements may not be received for 30 to 90 days or more after the date production is delivered. As a result, the Company is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product at each reporting period. Receivables from operators for which the Company did not receive actual

F-2

information, either due to timing delays or due to the unavailability of data at the time when revenues are recognized, are estimated and recorded within the accounts receivable line item in the consolidated balance sheets. Volume estimates for wells with available historical actual data are based upon (i) the historical actual data for the months the data is available, or (ii) engineering estimates for the months the historical actual data is not available. Pricing estimates are based upon actual prices realized in an area by adjusting the market price for the average basis differential from market on a basin-by-basin basis. The difference between the Company’s estimates and the actual amounts received for mineral and royalty revenues is recorded in the month that payment is received from the operator. At December 31, 2021, the Company had accrued $30.5 million of mineral and royalty revenues.

We identified the assessment of accrued mineral and royalty revenues as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate the estimated volume of production delivered to the related customers, as well as the price that will be received for the sale of the oil, natural gas, and NGLs produced.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s mineral and royalty revenues accrual process, including controls related to the development of the estimates of delivered production volumes and the price that will be received for the sale of such volumes. For a sample of transactions and where available, we compared management’s estimate of delivered production to third party evidence, and where not yet available, to internal estimates obtained from the Company’s internal staff of petroleum engineers and geoscience professionals. We compared the Company’s historical production estimates to actual production volumes to assess the Company’s ability to accurately estimate and we compared the estimated production used by the Company in the current period to historical production. We evaluated the prices used by the Company to estimate the price to be received for the sale of the oil, natural gas, and NGLs produced by independently developing an expectation of price using publicly available prices and historical differentials.

Estimated proved oil and natural gas reserves used in the depletion of evaluated oil and natural gas properties

As discussed in Notes 2 and 3 to the consolidated financial statements, the Company uses the full cost method of accounting for its oil and natural gas properties and amortizes capitalized costs using the unit-of-production method based upon total production for the period and estimated proved reserves quantities. The Company recorded $732.1 million of net oil and natural gas properties as of December 31, 2021, and recorded depletion expense of evaluated oil and natural gas properties of $36.4 million for the year ended December 31, 2021. Estimates of economically recoverable oil and natural gas reserves depend upon a number of factors and assumptions, including the quantities of oil and natural gas reserves ultimately recovered, the timing of drilling and development of properties and the associated recovery of oil and natural gas reserves by the Company’s third-party operators, the amount of operating expenses and future development expenditures incurred by the Company’s third-party operators, and the price received for the production. The Company’s internal staff of petroleum engineers and geoscience professionals prepare an estimate of the proved, probable, and possible oil and natural gas reserves, and the Company engages independent petroleum engineers to evaluate those estimated proved, probable, and possible oil and natural gas reserves.

We identified the assessment of the estimated proved oil and natural gas reserves used in the depletion of evaluated oil and natural gas properties as a critical audit matter. There was a high degree of subjectivity in evaluating the estimate of proved oil and natural gas reserves, as auditor judgment was required to evaluate the assumptions used by the Company related to forecasted production and oil and natural gas prices, inclusive of price differentials.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s depletion process, including controls related to the development of the assumptions listed above used to estimate proved oil and natural gas reserves. We evaluated (1) the professional qualifications of the lead internal petroleum engineer as well as the engineer assigned to the Company by the independent petroleum engineering firm engaged by the Company, (2) the knowledge, skills, and ability of the lead petroleum engineer, the engineer assigned to the Company by the independent petroleum engineering firm, as well as the independent petroleum engineering firm engaged by the Company, and (3) the objectivity of the independent petroleum engineering firm and the engineer assigned to the Company. We assessed the methodology used by the Company’s internal staff of petroleum engineers and geoscience professionals to estimate the proved oil and natural gas reserves and the methodology used by the independent petroleum engineers to evaluate those reserve estimates for consistency with industry and regulatory

F-3

standards. We compared the Company’s historical production forecasts to actual production volumes to assess the Company’s ability to accurately forecast and we compared the future forecasted production used by the Company in the current period to historical production. We evaluated the oil and natural gas prices used by the Company’s internal staff of petroleum engineers and geoscience professionals by comparing them to publicly available prices and tested the relevant price differentials. We read the findings of the Company’s independent petroleum engineers in connection with our evaluation of the Company’s reserve estimates. We analyzed the depletion expense calculation for compliance with regulatory standards, and checked the accuracy of the depletion expense calculation.

We have served as the Company’s auditor since 2013.

Austin, Texas

February 28, 2022

F-4

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Brigham Minerals, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Brigham Minerals, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in stockholders’ and members’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Austin, Texas

February 28, 2022

F-5

BRIGHAM MINERALS, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
(In Thousands, Except Share Data)	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	20,819		$	9,144
Restricted cash		200			—
Accounts receivable		30,539			17,632
Prepaid expenses and other		3,145			3,693
Total current assets		54,703			30,469
Oil and gas properties, at cost, using the full cost method of accounting:
Unevaluated property		338,613			325,091
Evaluated property		633,138			488,301
Less accumulated depreciation, depletion, and amortization		(239,612	)		(189,546	)
Oil and gas properties, net		732,139			623,846
Other property and equipment		2,060			5,587
Less accumulated depreciation		(1,280	)		(4,632	)
Other property and equipment, net		780			955
Operating lease right-of-use asset		6,764			—
Deferred tax asset		25,308			24,920
Other assets, net		1,183			771
Total assets	$	820,877		$	680,961
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	20,473		$	7,905
Current operating lease liability		1,178			—
Total current liabilities		21,651			7,905
Long-term bank debt		93,000			20,000
Non-current operating lease liability		5,742			—
Other non-current liabilities		810			1,126
Temporary equity		—			146,280
Equity:
Preferred stock, $0.01 par value; 50,000,000 authorized; no shares issued and outstanding at December 31, 2021 and December 31, 2020		—			—
Class A common stock, $0.01 par value; 400,000,000 authorized, 48,796,518 shares issued and 48,359,888 shares outstanding at December 31, 2021; 43,995,124 shares issued and 43,558,494 shares outstanding at December 31, 2020		488			440
Class B common stock, $0.01 par value; 150,000,000 authorized, 11,371,517 shares issued and outstanding at December 31, 2021; 13,167,687 shares issued and outstanding at December 31, 2020		—			—
Additional paid-in capital		634,564			601,129
Accumulated deficit		(105,096	)		(92,392	)
Treasury stock, at cost; 436,630 shares at December 31, 2021 and December 31, 2020		(3,527	)		(3,527	)
Total equity attributable to Brigham Minerals, Inc.		526,429			505,650
Non-controlling interests		173,245			—
Total equity		699,674			505,650
Total liabilities and equity	$	820,877		$	680,961

The accompanying notes are an integral part of these consolidated financial statements.

F-6

BRIGHAM MINERALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
(In Thousands, Except per Share Data)	2021			2020			2019
REVENUES
Mineral and royalty revenues	$	156,699		$	86,245		$	97,886
Lease bonus and other revenues		4,518			5,478			3,629
Total revenues	$	161,217		$	91,723		$	101,515
OPERATING EXPENSES
Gathering, transportation and marketing		6,818			6,985			4,985
Severance and ad valorem taxes		9,320			5,606			6,409
Depreciation, depletion, and amortization		36,677			48,238			30,940
Impairment of oil and gas properties		—			79,569			—
General and administrative		22,475			21,619			21,963
Total operating expenses	$	75,290		$	162,017		$	64,297
INCOME (LOSS) FROM OPERATIONS	$	85,927		$	(70,294	)	$	37,218
Loss on derivative instruments, net		—			—			(568	)
Interest expense, net		(1,701	)		(890	)		(5,609	)
Loss on extinguishment of debt		—			—			(6,892	)
Other income, net		53			428			169
Income (loss) before income tax expense	$	84,279		$	(70,756	)	$	24,318
Income tax expense (benefit)		16,253			(12,762	)		2,679
NET INCOME (LOSS)	$	68,026		$	(57,994	)	$	21,639
Less: Net income attributable to Predecessor		—			—			(5,092	)
Less: net (income) loss attributable to non-controlling interests and temporary equity		(17,743	)		15,582			(9,646	)
Net income (loss) attributable to Brigham Minerals, Inc. stockholders	$	50,283		$	(42,412	)	$	6,901
NET INCOME (LOSS) PER COMMON SHARE
Basic	$	1.13		$	(1.11	)	$	0.26
Diluted	$	1.10		$	(1.11	)	$	0.26
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		44,576			38,178			22,870
Diluted		45,632			38,178			22,870

The accompanying notes are an integral part of these consolidated financial statements.

F-7

BRIGHAM MINERALS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ AND MEMBERS’ EQUITY

(In Thousands)	Members’ Contributed Capital			Class A Common Stock					Class B Common Stock					Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Total Equity
				Shares			Amount		Shares			Amount
Balance - December 31, 2018	$	208,728			—		$	—		—		$	—	$	(3,057	)	$	168,277		$	373,948
Net income attributable to stockholders		—			—			—		—			—		—			848			848
Net income attributable to Predecessor		—			—			—		—			—		—			5,092			5,092
Balance prior to corporate reorganization and IPO	$	208,728			—		$	—		—		$	—	$	(3,057	)	$	174,217		$	379,888
Conversion of PE Units for Class A Common Stock and Class B Common Stock		(208,728	)		5,322			53		28,778			—		380,205			(171,530	)		—
Issuance of common stock in IPO, net of offering cost		—			16,675			167		—			—		273,281			—			273,448
Deferred tax asset arising from the IPO		—			—			—		—			—		13,664			—			13,664
Reclassification of noncontrolling interests to temporary equity		—			—			—		—			—		(518,000	)		—			(518,000	)
Issuance of common stock upon vesting of RSUs, net of shares withheld for income taxes		—			124			1		—			—		(1,256	)		—			(1,255	)
Share-based compensation expense		—			—			—		—			—		13,888			—			13,888
Dividends and distributions declared		—			—			—		—			—		—			(15,339	)		(15,339	)
Net income attributable to stockholders		—			—			—		—			—		—			6,053			6,053
Adjustment of temporary equity to redemption amount		—			—			—		—			—		(51,572	)		—			(51,572	)
Issuance of common stock in the December 2019 Offering, net of offering costs		—			6,000			60		—			—		102,620			—			102,680
Deferred tax asset arising from issuance of common stock in the December 2019 Offering		—			—			—		—			—		9,508			—			9,508
Conversion of shares of Class B Common Stock to Class A Common Stock		—			5,931			59		(5,931	)		—		104,331			—			104,390
Restricted stock forfeited		—			(11	)		—		—			—		(34	)		—			(34	)
Balance - December 31, 2019	$	—			34,041		$	340		22,847		$	—	$	323,578		$	(6,599	)	$	317,319

The accompanying notes are an integral part of these consolidated financial statements.

F-8

BRIGHAM MINERALS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ AND MEMBERS’ EQUITY

(CONTINUED)

	Class A Common Stock					Class B Common Stock					Additional Paid-In Capital			Accumulated Deficit			Treasury Stock					Non-controlling Interest			Total Equity
	Shares			Amount		Shares			Amount								Shares		Amount
Balance – December 31, 2019		34,041		$	340		22,847		$	—	$	323,578		$	(6,599	)		—	$	—		$	—		$	317,319
Issuance of common stock upon vesting of RSUs, net of shares withheld for income taxes		304			2		—			—		(993	)		—			—		—			—			(991	)
Shares surrendered for tax withholdings on vested equity awards		(19	)		—		—			—		(185	)		—			—		—			—			(185	)
Conversion of shares of Class B Common Stock to Class A Common Stock		9,679			98		(9,679	)		—		97,393			—			—		—			—			97,491
Reduction in deferred tax asset arising from conversion of shares of Class B Common Stock to Class A Common Stock		—			—		—			—		(2,640	)		—			—		—			—			(2,640	)
Purchase of treasury stock		(437	)		—		—			—		—			—			437		(3,527	)		—			(3,527	)
Share-based compensation		—			—		—			—		13,615			—			—		—			—			13,615
Restricted stock forfeitures		(10	)		—		—			—		—			—			—		—			—			—
Dividends and distributions declared		—			—		—			—		—			(43,381	)		—		—			—			(43,381	)
Net loss attributable to stockholders		—			—		—			—		—			(42,412	)		—		—			—			(42,412	)
Adjustment of temporary equity to redemption value		—			—		—			—		170,361			—			—		—			—			170,361
Balance - December 31, 2020		43,558		$	440		13,168		$	—	$	601,129		$	(92,392	)		437	$	(3,527	)	$	—		$	505,650
Adjustment of temporary equity to carrying value		—			—		—			—		(54,294	)		—			—		—			—			(54,294	)
Reclassification from temporary equity to non-controlling interest		—			—		—			—		—			—			—		—			202,496			202,496
Conversion of shares of Class B Common Stock to Class A Common Stock		1,796			17		(1,796	)		—		27,222			—			—		—			(27,239	)		—

The accompanying notes are an integral part of these consolidated financial statements.

F-9

	Class A Common Stock					Class B Common Stock				Additional Paid-In Capital			Accumulated Deficit			Treasury Stock					Non-controlling Interest			Total Equity
	Shares			Amount		Shares		Amount								Shares		Amount
Deferred tax asset arising from conversion of shares of Class B Common Stock to Class A Common Stock		—			—		—		—		6,153			—			—		—			—			6,153
Share-based compensation		—			—		—		—		17,751			—			—		—			—			17,751
Restricted stock forfeitures		(5	)		—		—		—		—			—			—		—			—			—
Shares surrendered for tax withholdings on vested RSAs		(9	)		—		—		—		(145	)		—			—		—			—			(145	)
Issuance of common stock upon vesting of RSUs and PSUs, net of shares withheld for income taxes		840			9		—		—		(9,556	)		—			—		—			—			(9,547	)
Issuance of common stock		2,180			22		—		—		46,304			—			—		—			—			46,326
Dividends and distributions declared		—			—		—		—		—			(62,987	)		—		—			(17,833	)		(80,820	)
Net income		—			—		—		—		—			50,283			—		—			15,821			66,104
Balance - December 31, 2021		48,360		$	488		11,372	$	—	$	634,564		$	(105,096	)		437	$	(3,527	)	$	173,245		$	699,674

The accompanying notes are an integral part of these consolidated financial statements.

F-10

BRIGHAM MINERALS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year Ended December 31,
(In Thousands)	2021			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	68,026		$	(57,994	)	$	21,639
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		36,677			48,238			30,940
Impairment of oil and gas properties		—			79,569			—
Share-based compensation expense		9,703			7,529			10,049
Loss on extinguishment of debt		—			—			6,892
Amortization of debt issue costs		313			605			433
Deferred income tax expense/(benefit)		5,766			(9,942	)		665
Loss on derivative instruments, net		—			—			568
Net cash received for derivative settlements		—			—			470
Credit losses		475			299			669
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivables		(13,382	)		12,359			(10,246	)
Decrease (increase) in other current assets		442			(2,005	)		1,787
Decrease in other deferred charges		—			45			—
Increase (decrease) in accounts payables and accrued liabilities		1,288			(3,608	)		5,112
(Decrease) increase in other long-term liabilities		(109	)		165			47
Net cash provided by operating activities	$	109,199		$	75,260		$	69,025
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to oil and gas properties		(103,547	)		(66,498	)		(219,481	)
Additions to other fixed assets		(56	)		(492	)		(474	)
Proceeds from sale of oil and gas properties, net		13,620			1,565			3,123
Net cash used in investing activities	$	(89,983	)	$	(65,425	)	$	(216,832	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of short-term debt		—			—			(4,596	)
Payments of long-term debt		(4,000	)		—			(275,404	)
Borrowing of long-term debt		77,000			20,000			105,000
Payment of debt extinguishment fees		—			—			(2,091	)
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs		—			—			277,075
Proceeds from issuance of Class A common stock, net of offering costs		—			—			102,680
Capital distributions		—			—			(441	)
Purchase of treasury stock		—			(3,527	)		—
Dividends paid		(60,614	)		(42,216	)		(14,663	)
Distributions to holders of non-controlling interest and temporary equity		(17,864	)		(24,670	)		(19,731	)
Debt issuance cost		(727	)		(208	)		(1,348	)
Payment of employee tax withholding for settlement of equity compensation awards		(1,136	)		(1,203	)		—
Net cash (used in) provided by financing activities	$	(7,341	)	$	(51,824	)	$	166,481
Change in cash and cash equivalents and restricted cash		11,875			(41,989	)		18,674
Cash and cash equivalents and restricted cash, beginning of period		9,144			51,133			32,459
Cash and cash equivalents and restricted cash, end of period	$	21,019		$	9,144		$	51,133

The accompanying notes are an integral part of these consolidated financial statements.

F-11

BRIGHAM MINERALS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(CONTINUED)

	Year Ended December 31,
(In Thousands)	2021			2020			2019
Supplemental disclosure of non-cash activity:
Accrued capital expenditures	$	561		$	146		$	63
Capitalized share-based compensation expense		8,048			6,086			3,818
Issuance of common stock for acquisitions of oil and gas properties		46,349			—			—
Temporary equity cumulative adjustment to redemption value		54,294			(170,361	)		51,572
Supplemental cash flow information:
Cash payments for loan commitment fees and interest	$	(1,318	)	$	(715	)	$	(6,192	)
Tax (payments) refunds received		(8,030	)		1,211			(832	)

The accompanying notes are an integral part of these consolidated financial statements.

F-12

BRIGHAM MINERALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Basis of Presentation

Description of the Business

Brigham Minerals, Inc. (together with its wholly owned subsidiaries, “Brigham Minerals”, “we”, “us”, “our”, or the “Company”) is a Delaware corporation formed in June 2018 to become a holding company. Brigham Minerals acquired an indirect interest in Brigham Resources, LLC (“Brigham Resources”), our predecessor, on July 16, 2018 in a series of restructuring transactions pursuant to which certain entities affiliated with Warburg Pincus LLC (“Warburg Pincus”) contributed all of their respective interests in the entities through which they held interests in Brigham Resources to Brigham Minerals in exchange for all of the outstanding shares of common stock of Brigham Minerals (the “July 2018 restructuring”). As a result of such restructuring transactions, Brigham Minerals became wholly owned by an entity affiliated with Warburg Pincus, and Brigham Minerals indirectly owned a 16.5% membership interest in Brigham Resources. The remaining outstanding membership interests of Brigham Resources remained with certain other entities affiliated with Warburg Pincus, Yorktown Partners LLC and Pine Brook Road Advisors, LP, Brigham Minerals’ management and its other investors (collectively, the “Original Owners”).

On November 20, 2018, Brigham Resources underwent a second series of restructuring transactions (the “November 2018 restructuring”). In the November 2018 restructuring, Brigham Resources became a wholly owned subsidiary of Brigham Minerals Holdings, LLC (“Brigham LLC”), which was a wholly owned subsidiary of Brigham Equity Holdings, LLC (“Brigham Equity Holdings”), and Brigham Equity Holdings became wholly owned by the owners of Brigham Resources immediately prior to such restructuring, directly or indirectly, through Brigham Minerals. As a result of the foregoing transactions, there was no change in the control or economic interests of the Original Owners and Brigham Minerals in Brigham Resources, although their ownership became indirect through Brigham Equity Holdings and its wholly owned subsidiary, Brigham LLC. The July 2018 restructuring and the November 2018 restructuring are collectively referred to herein as the “2018 corporate reorganizations.”

Brigham Resources wholly owns Brigham Minerals, LLC and Rearden Minerals, LLC (collectively, the “Minerals Subsidiaries”), which acquire and actively manage a portfolio of mineral and royalty interests. The Minerals Subsidiaries are Brigham Resources’ sole material assets.

Initial Public Offering

In April 2019, Brigham Minerals completed its’ initial public offering (the “IPO”) of 16,675,000 shares of Class A common stock at a price to the public of $18.00 per share. This resulted in net proceeds of approximately $273.4 million, after deducting underwriting commissions and discounts and offering expenses, which proceeds were used to repay $200.0 million of existing indebtedness and to fund mineral and royalty acquisitions. As a result of the IPO and the corporate restructuring described in “Note 9—Temporary Equity and Non-controlling Interest”, Brigham Minerals became a holding company whose sole material asset consisted of a 43.3% interest in Brigham LLC, which wholly owns Brigham Resources. Brigham Resources continues to wholly own the Minerals Subsidiaries, which own all of Brigham Resources’ operating assets. In connection with the IPO, Brigham Minerals became the sole managing member of Brigham LLC and is responsible for all operational, management and administrative decisions relating to Brigham LLC’s business and consolidates the financial results of Brigham LLC and its wholly owned subsidiary, Brigham Resources.

December 2019 Offering

On December 16, 2019, Brigham Minerals completed an offering of 12,650,000 shares of its Class A common stock (the “December 2019 Offering”), including 6,000,000 shares issued and sold by Brigham Minerals and an aggregate of 6,650,000 shares sold by certain stockholders of the Company (the “Selling Stockholders”), of which 5,496,813 represents shares issued upon redemption of an equivalent number of their Brigham LLC units, at a price to the public of $18.10 per share ($17.376 per share net of underwriting discounts and commissions). After deducting underwriting discounts, commissions and offering expenses, Brigham Minerals received net proceeds of approximately $102.7 million which were used to repay $80.0 million of existing indebtedness under our revolving credit agreement and mineral and royalty acquisitions. Brigham Minerals did not receive any proceeds from the sale of shares of Class A common stock by the Selling Stockholders.

F-13

June 2020 Secondary Offering

On June 12, 2020, Brigham Minerals completed an offering of 6,600,000 shares of its Class A common stock (the “June 2020 Secondary Offering”), all of which were sold by certain stockholders of the Company (the “June 2020 Selling Stockholders”), and 4,872,669 of which represented shares issued upon redemption of an equivalent number of the June 2020 Selling Stockholders’ Brigham LLC Units (together with a corresponding number of shares of Class B common stock in Brigham Minerals), at a price to the public of $13.75 per share. Brigham Minerals did not sell any shares of its common stock in the June 2020 Secondary Offering and did not receive any proceeds pursuant to the June 2020 Secondary Offering.

September 2020 Secondary Offering

On September 15, 2020, Brigham Minerals completed an offering of 5,021,140 shares of its Class A common stock, including 654,931 shares issued pursuant to the option granted to the underwriter to purchase additional shares to cover over-allotments (the “September 2020 Secondary Offering”), all of which were sold by certain stockholders of the Company (the “September 2020 Selling Stockholders”), and 3,062,011 of which represented shares issued upon redemption of an equivalent number of the September 2020 Selling Stockholders’ Brigham LLC Units (together with a corresponding number of shares of Class B common stock in Brigham Minerals), at a price to the public of $8.20 per share. Brigham Minerals did not sell any shares of its Class A common stock in the September 2020 Secondary Offering and did not receive any proceeds pursuant to the September 2020 Secondary Offering. In addition, in connection with the September 2020 Secondary Offering, Brigham Minerals repurchased 436,630 shares of its Class A common stock from the September 2020 Selling Stockholders in a privately negotiated transaction at a price equal to the price per share at which the underwriter purchased shares from the September 2020 Selling Stockholders in the September 2020 Secondary Offering (and Brigham LLC redeemed a corresponding number of Brigham LLC Units held by Brigham Minerals). The repurchased shares are presented in the Company’s consolidated balance sheet as Treasury Stock, at cost.

As of December 31, 2021, Brigham Minerals owned a 81.0% interest in Brigham LLC and the Original Owners owned 19.0% of the outstanding voting stock of Brigham Minerals. Certain other entities affiliated with Yorktown Partners LLC and Pine Brook Road Advisors, LP, which are a subset of the Company’s Original Owners, collectively owned 8.7% of the outstanding voting stock of Brigham Minerals as of December 31, 2021. Yorktown ceased to be an affiliate of the Company on January 20, 2022 in connection with the resignation of W. Howard Keenan, Jr. from the Board of Directors.

Basis of Presentation

The accompanying consolidated financial statements of Brigham Minerals have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair representation. Brigham Minerals operates in one segment: oil and natural gas exploration and production.

As the primary beneficiary, Brigham Minerals consolidates the financial results of Brigham LLC and its subsidiaries and reports the interest related to the portion of the units in Brigham LLC not owned by Brigham Minerals as temporary equity at December 31, 2020 and as non-controlling interest at March 31, 2021 and thereafter, which will reduce net income attributable to the holders of Brigham Minerals’ Class A common stock. For more information, see “Note 9—Temporary equity and Non-controlling interest.”

2. Significant Accounting Policies

Emerging Growth Company and Large Accelerated Filer Status

As a company with less than $1.07 billion in revenues during its during the twelve months ended December 31, 2020, Brigham Minerals qualified as an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An EGC may take advantage of specified reduced reporting and other regulatory requirements. As a result of Brigham Minerals’ election to avail itself of certain provisions of the JOBS Act, the information that Brigham Minerals provides for periods prior to January 1, 2021, may be different than the information provided by other public companies.

F-14

As of June 30, 2021 the total market value of Brigham Minerals’ common equity securities held by non-affiliates exceeded $700 million and as a result, Brigham Minerals became a “large accelerated filer” and ceased to be an EGC as of December 31, 2021. Brigham Minerals was required to accelerate the adoption of Accounting Standards Update (“ASU”) 2016-02 Leases (Topic 842) and ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) for the year ended December 31, 2021 as described below under the heading, “Recently Adopted Accounting Standards”.

Recently Adopted Accounting Standards

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (or “the new lease standard”) amending the guidance on the accounting for leasing transactions. The new lease standard requires lessees to recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. ASU 2016-02 does not apply to leases of mineral rights to explore for or use crude oil and natural gas. The ASU replaced most existing lease guidance in GAAP effective upon adoption. The Company adopted the new lease standard during the fiscal year ending December 31, 2021, with a beginning period of adoption of January 1, 2021. The Company made policy elections to apply the following practical expedients as provided in the standards update:

• an accounting policy election to not apply the recognition requirements in the new standards update to short-term leases (a lease that at commencement date has a lease term of twelve months or less) and not to separate non-lease components from lease components for all asset classes; and

• a package of practical expedients to not reassess whether a contract contains a lease, lease classification and initial direct costs prior to January 1, 2021.

In January 2018, the FASB issued ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, to provide an optional practical expedient to not evaluate existing or expired land easements that were not previously accounted for as leases under Topic 840. The Company enters into land easements as a lessor, on a routine basis as part of its ongoing operations and has many such agreements currently in place; however, the Company did not account for any land easements under Topic 840. As this guidance serves as an amendment to the new lease standard, the Company elected this practical expedient, which became effective upon the date of adoption of the new lease standard. For Brigham Minerals, as a lessor, the amounts received with respect to term-based land easement payments were immaterial during the fiscal year ending December 31, 2021. The Company will assess any new land easements to determine whether the arrangement should be accounted for as a lease. Perpetual-based land easements are not in scope under the new lease standard.

In July 2018, the FASB issued ASU 2018-11 Leases (Topic 842): Targeted Improvements, which provides for another transition method, in addition to the existing transition method, by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (i.e. comparative periods presented in the financial statements will continue to be in accordance with current GAAP (Topic 840, Leases) and applying the modified retrospective approach, with a cumulative-effect adjustment to the opening balance of retained earnings as of the adoption date. The Company elected this transition approach, however the cumulative impact of adoption in the opening balance of retained earnings as of January 1, 2021 was immaterial.

Financial Instruments — Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. In May 2019, ASU 2016-13 was subsequently amended by ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses and ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. ASU 2016-13, as amended, affects trade receivables, financial assets and certain other instruments that are not measured at fair value through net income. This ASU replaced the currently required incurred loss approach with an expected loss model for instruments measured at amortized cost. The Company adopted ASU 2016-13 during the fiscal year ending December 31, 2021, with a beginning period of adoption of January 1, 2021. The impact of the adoption of ASU 2016-13 on the consolidated financial statements of Brigham Minerals was immaterial. ASU 2016-13 was applied using a modified retrospective approach, with a cumulative-effect adjustment to the opening balance of retained earnings as of the adoption date, however, the cumulative impact of adoption in the opening balance of retained earnings as of January 1, 2021 was immaterial.

F-15

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Although management believes these estimates are reasonable, actual results could differ from these estimates. Changes in estimates are recorded prospectively.

The accompanying consolidated financial statements are based on a number of significant estimates including quantities of oil, natural gas and NGLs reserves that are the basis for the calculations of depreciation, depletion, amortization (“DD&A”) and impairment of oil and natural gas properties. Reservoir engineering is a subjective process of estimating underground accumulations of oil and natural gas and there are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may differ from the quantities of oil and natural gas that are ultimately recovered. Brigham Minerals’ reserve estimates are audited by Cawley, Gillespie & Associates, Inc. (“CG&A”), an independent petroleum engineering firm. Other items subject to significant estimates and assumptions include the carrying amount of oil and natural gas properties, share-based compensation expenses and revenue accruals.

Cash and Cash Equivalents

Brigham Minerals considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Receivables consist of royalty income due from operators for oil and gas sales to purchasers. Those purchasers remit payment for production to the operator of our properties and the operator, in turn, remits payment to us. Receivables from third parties for which we did not receive actual information, either due to timing delays or due to the unavailability of data at the time when revenues are recognized, are estimated. Volume estimates for wells with available historical actual data are based upon (i) the historical actual data for the months the data is available, or (ii) engineering estimates for the months the historical actual data is not available. We do not recognize revenues for wells with no historical actual data because we cannot conclude that it is probable that a significant revenue reversal will not occur in future periods. Pricing estimates are based upon actual prices realized in an area by adjusting the market price for the average basis differential from market on a basin-by-basin basis.

Brigham Minerals routinely reviews outstanding balances, assesses the financial strength of its operators and records a reserve for amounts not expected to be fully recovered, using a current expected credit loss model. We recorded credit losses of $0.5 million, $0.3 million and $0.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, which was included in general and administrative expenses.

At December 31, 2021 and 2020, accounts receivable was comprised of the following:

	December 31,
(In Thousands)	2021			2020
Accounts receivable
Oil and gas sales	$	30,485		$	17,413
Reserve for credit losses		(995	)		(855	)
Other		1,049			1,074
Total accounts receivables	$	30,539		$	17,632

F-16

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject Brigham Minerals to concentrations of credit risk consist of cash, accounts receivable, and its revolving credit facility. Cash and cash equivalents are held in a few financial institutions in amounts that may, at times, exceed federally insured limits. However, no losses have been incurred and management believes that counterparty risks are minimal based on the reputation and history of the institutions selected. Accounts receivable are concentrated among operators and purchasers engaged in the energy industry within the United States. Management periodically assesses the financial condition of these entities and institutions and considers any possible credit risk to be minimal. Concentrations of oil and gas sales to significant customers (operators) are presented in the table below.

	For the Years Ended December 31,
	2021			2020			2019
Exxon Mobil Corp.		13	%		11	%		10	%
Occidental Petroleum Corp.		11	%		12	%		16	%
ConocoPhillips Company (1)		11	%		14	%		—	%
Continental Resources, Inc.		10	%		10	%		12	%

(1) ConocoPhillips Company acquired Royal Dutch Shell’s subsidiary, Shell Enterprises LLC, interest in Shell’s Permian assets.

Management does not believe that the loss of any customer would have a long-term material adverse effect on our financial position or the results of operations. For the year ended December 31, 2021, we received revenues from 178 operators with approximately 67% of revenues coming from the top ten operators on our properties. For the year ended December 31, 2020, we received revenues from 145 operators with approximately 70% of revenues coming from the top ten operators on our properties.

Financial Instruments

Brigham Minerals’ financial instruments consist of cash and cash equivalents, receivables, payables, derivative assets and liabilities, and long-term debt. The carrying amounts of cash and cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments.

The fair values of Brigham Minerals’ derivative assets and liabilities are based on a third-party industry-standard pricing model using contract terms and prices and assumptions and inputs that are substantially observable in active markets throughout the full term of the instruments, including forward oil and gas price curves, discount rates, volatility factors and credit risk adjustments.

The carrying amount of long-term debt associated with borrowings outstanding under Brigham Minerals’ revolving credit facility approximates fair value as borrowings bear interest at variable market rates. See “Note 5—Fair Value Measurements” and “Note 6—Long-Term Debt.”

Oil and Gas Properties

Brigham Minerals uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs incurred for the purpose of acquiring mineral and royalty interests and certain related employee costs are capitalized into a full cost pool. Costs associated with general corporate activities are expensed in the period incurred.

Capitalized costs are amortized using the units-of-production method. Under this method, the provision for depletion is calculated by multiplying total production for the period by a depletion rate. The depletion rate is determined by dividing the total unamortized cost base by net equivalent proved reserves at the beginning of the period.

Costs associated with unevaluated properties are excluded from the amortizable cost base until a determination has been made as to the existence of proved reserves. Unevaluated properties are reviewed periodically to determine whether the costs incurred should be reclassified to the full cost pool and subjected to amortization. The costs associated with unevaluated properties primarily consist of acquisition costs and capitalized general and administrative costs. Unevaluated properties are assessed for impairment on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: expectation of future drilling activity; past drilling results and activity; geological and geophysical evaluations; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative acquisition costs incurred to date for such property are transferred to the full cost pool and are then subject to amortization. There was no impairment recorded for unevaluated properties in 2021, 2020 and 2019.

F-17

Sales and abandonments of oil and natural gas properties being amortized are accounted for as adjustments to the full cost pool, with no gain or loss recognized unless the adjustments would significantly alter the relationship between capitalized costs and proved reserves. A significant alteration would not ordinarily be expected to occur upon the sale of reserves involving less than 25% of the reserve quantities of a cost center.

Natural gas volumes are converted to barrels of oil equivalent (Boe) at the rate of six thousand cubic feet (Mcf) of natural gas to one barrel (Bbl) of oil. This convention is not an equivalent price basis and there may be a large difference in value between an equivalent volume of oil versus an equivalent volume of natural gas.

Under the full cost method of accounting, total capitalized costs of oil and natural gas properties, net of accumulated depletion and related deferred income taxes, may not exceed an amount equal to the present value of future net revenues from proved reserves, discounted at 10% per annum (“PV-10”), plus the cost of unevaluated properties less related income tax effects (the ceiling limitation). A ceiling limitation is calculated at each reporting period. If total capitalized costs, net of accumulated DD&A and related deferred income taxes are greater than the ceiling limitation, a write-down or impairment of the full cost pool is required. A write-down of the carrying value of the full cost pool is a noncash charge that reduces earnings and impacts equity in the period of occurrence and typically results in lower depletion expense in future periods. Once incurred, a write-down cannot be reversed at a later date. The ceiling limitation calculation is prepared using an unweighted arithmetic average of oil prices (“SEC oil price”) and natural gas prices (“SEC gas price”) as of the first day of each month for the trailing 12-month period ended December 31, 2021, adjusted by area for energy content, transportation fees and regional price differentials, as required under the guidelines established by the SEC. If applicable, these net wellhead prices would be further adjusted to include the effects of any fixed price arrangements for the sale of oil and natural gas. See “Note 3—Oil and Gas Properties” for further discussion.

Leases

The Company determines if an arrangement is a lease at inception of the arrangement. To the extent that we determine an arrangement represents a lease, we classify that lease as an operating lease or a finance lease, depending on the lease classification guidance. We currently do not have any finance leases. We capitalize our operating leases through an operating lease ROU asset and a corresponding operating lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. Short-term leases that have an initial term of one year or less are not capitalized but are disclosed. Short-term lease costs exclude expenses related to leases with a lease term of one month or less.

Our operating leases are reflected as operating lease right-of-use asset, current operating lease liability and non-current operating lease liability on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. In addition to the present value of lease payments, the operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Nature of Leases

We lease certain office space under a non-cancelable lease for our corporate headquarters. Our office agreements are typically structured with non-cancelable terms of one to ten years. We have concluded our office agreements represent operating leases with a lease term that equals the primary non-cancelable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. As a result, enforceable rights and obligations do not exist under the rental agreements subsequent to the primary term.

F-18

Discount Rate

Our office agreement does not provide an implicit rate. Accordingly, we are required to use our incremental borrowing rate in determining the present value of lease payments based on the information available at commencement date. Our incremental borrowing rate reflects the estimated rate of interest that we would pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. We use the implicit rate in the limited circumstances in which that rate is readily determinable.

Practical Expedients and Accounting Policy Elections

Certain of our lease agreements include lease and non-lease components. For all existing asset classes with multiple component types, we have utilized the practical expedient that exempts us from separating lease components from non-lease components. Accordingly, we account for the lease and non-lease components in an arrangement as a single lease component.

In addition, for all of our existing asset classes, we have made an accounting policy election not to apply the lease recognition requirements to our short-term leases (that is, a lease that, at commencement, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that we are reasonably certain to exercise). Accordingly, we recognize lease payments related to our short-term leases in our statements of operations on a straight-line basis over the lease term which has not changed from our prior recognition. To the extent that there are variable lease payments, we recognize those payments in our statements of operations in the period in which the obligation for those payments is incurred. Lease payments on our short-term leases during the years ended December 31, 2021, 2020 and 2019 were immaterial.

Accounting for Leases as a Lessor

The Company acts as a lessor with respect to amounts received for land easements (also commonly referred to as rights of way). Land easements represent the right to use, access, or cross another entity’s land for a specified purpose. The Company elected to apply the land easement practical expedients and does not evaluate existing or expired land easements that were not previously accounted for as leases under Topic 840. A land easement may be perpetual or term-based. Perpetual easements are not in scope under the new leasing standard. All term-based land easements granted by the Company during the year ended December 31, 2021 were immaterial in the aggregate.

See “Note 7—Leases” for additional disclosures of the Company’s leases.

Share-Based Compensation

Brigham Minerals accounts for its share-based compensation including grants of the Incentive Units (as hereinafter defined), restricted stock awards, time-based restricted stock units and performance-based stock units in the consolidated statements of operations based on their estimated fair values at grant date. Brigham Minerals uses a Monte Carlo simulation to determine the fair value of performance-based stock units. Brigham Minerals recognizes expense on a straight-line basis over the vesting period of the respective grant, which is generally the requisite service period. Brigham Minerals capitalizes a portion of the share-based compensation expense to oil and gas properties on the consolidated balance sheets. Share-based compensation expense is included in general and administrative expenses in Brigham Minerals’ consolidated statements of operations included within this Annual Report. There was approximately $16.5 million of unamortized compensation expense relating to outstanding awards at December 31, 2021, a portion of which will be capitalized. The unrecognized share-based compensation expense will be recognized on a straight-line basis over the remaining vesting periods of the awards. Brigham Minerals accounts for forfeitures as they occur.

Earnings Per Share

Brigham Minerals uses the “if-converted” method to determine the potential dilutive effect of its Class B common stock and the treasury stock method to determine the potential dilutive effect of outstanding Incentive Units, RSAs, RSUs, and PSUs.

F-19

Employee Benefit Plan

We sponsor a 401(k) tax-deferred savings plan for our employees. We match 100% of each employee’s contributions, up to 6% of the employee’s total compensation. Brigham Resources may also contribute additional amounts at its discretion. Brigham Resources contributed $0.4 million, $0.4 million and $0.3 million, to the 401(k) plan for each of the years ended December 31, 2021, 2020, and 2019.

Income Taxes

Brigham Minerals accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Brigham Minerals periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets, including net operating losses. In making this determination, Brigham Minerals considers all available positive and negative evidence and makes certain assumptions. Brigham Minerals considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years.

Temporary Equity

Brigham Minerals accounted for the Original Owners’ 23.2% interest in Brigham LLC as of December 31, 2020, as temporary equity as a result of certain redemption rights held by the Original Owners as discussed in “Note 9—Temporary Equity and Non-controlling Interest.” As such, the Company adjusted temporary equity to its maximum redemption amount at the balance sheet date, if higher than the carrying amount. The redemption amount is based on the 10-day volume-weighted average closing price (“VWAP”) of Class A shares at the end of the reporting period. Changes in the redemption value are recognized immediately as they occur, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to additional paid-in capital. Temporary equity is reclassified to permanent equity (i) upon Conversion of Class B common stock (and an equivalent number of Brigham LLC Units) to Class A common stock, or (ii) when holders of Class B common stock no longer control a majority of the votes of the Company’s Board of Directors (the “Board of Directors”) through direct representation on the Board of Directors, and no longer control the determination of whether to make a cash payment upon a Brigham Unit Holder’s exercise of its Redemption Right.

As a result of the appointment of an additional independent member to our Board of Directors on February 19, 2021, the holders of Class B common stock no longer hold a majority of the votes of the Board of Directors and no longer control the Board of Directors through direct representation on the Board of Directors. Consequently, after February 19, 2021, Class B common stock is presented as non-controlling interest (as discussed below) in the consolidated balance sheets of Brigham Minerals.

Non-Controlling Interest

As of February 19, 2021 and thereafter, the holders of Class B common stock no longer control a majority of the votes of the Board of Directors through direct representation on the Board of Directors, and no longer control the determination of whether to make a cash payment upon each holder of Brigham LLC Unit’s (each a “Brigham LLC Unit Holder”) exercise of its Redemption Right (as hereinafter defined). As such, at December 31, 2021, Brigham Minerals accounts for Brigham LLC Unit Holders’ 19.0% interest in Brigham LLC not owned by Brigham Minerals as non-controlling interest. For further discussion, see “Note 9—Temporary Equity and Non-controlling Interest.”

F-20

Revenue from Contracts with Customers

Mineral and royalty revenues

Mineral and royalty revenues are generally recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All of the Company’s oil, natural gas and NGL sales are made under contracts with customers (operators). The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery of oil and natural gas to its customers. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment for oil, natural gas and NGL sales within 60 days of the month of delivery, which can extend up to 9 months after initial production from the well. The Company’s contracts for oil, natural gas and NGL sales are standard industry contracts that include variable consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts and other adjustments and deductions. As each unit of product represents a separate performance obligation and the consideration is variable as it relates to oil and natural gas prices, Brigham Minerals recognizes revenue from oil and natural gas sales using the allocation exception for variable consideration in ASC 606.

During the twelve months ending December 31, 2021, 2020 and 2019 the disaggregated revenues from sales of oil, natural gas and NGLs are as follows:

	For the Years Ended December 31,
Disaggregated revenues (in thousands)	2021		2020		2019
Oil sales	$	110,791	$	67,909	$	82,048
Natural gas sales		27,070		10,443		9,724
NGL sales		18,838		7,893		6,114
Total mineral and royalty revenues	$	156,699	$	86,245	$	97,886

Lease bonus and other income

Brigham Minerals also earns revenue from lease bonuses, delay rentals, and right-of-way payments. We generate lease bonus revenue by leasing our mineral interests to exploration and production companies. A lease agreement represents our contract with a customer and generally transfers the rights to any oil or natural gas discovered, grants us a right to a specified royalty interest, and requires that drilling and completion operations commence within a specified time period. The Company recognizes lease bonus revenues when the lease agreement has been executed, payment has been received, and the Company has no further obligation to refund the payment. At the time Brigham Minerals executes the lease agreement, Brigham Minerals expects to receive the lease bonus payment within a reasonable time, though in no case more than one year, such that Brigham Minerals has not adjusted the expected amount of consideration for the effects of any significant financing component per the practical expedient in ASC 606. Brigham Minerals also recognizes revenue from delay rentals to the extent drilling has not started within the specified period, payment has been received, and we have no further obligation to refund the payment. Right-of-way payments are recorded by the Company when the agreement has been executed, payment is determined to be collectable, and the Company has no further obligation to refund the payment.

Allocation of transaction price to remaining performance obligations

Mineral and royalty revenues

Brigham Minerals’ right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligation under any of our royalty income contracts.

Lease bonus and other income

Given that Brigham Minerals does not recognize lease bonus or other income until a lease agreement has been executed, at which point its performance obligation has been satisfied, and payment is received, Brigham Minerals does not record revenue for unsatisfied or partially unsatisfied performance obligations as of the end of the reporting period.

F-21

Prior-period performance obligations

Brigham Minerals records revenue in the month production is delivered to the purchaser. As a non-operator, Brigham Minerals has limited visibility into the timing of when new wells start producing and production statements may not be received for 30 to 90 days or more after the date production is delivered. As a result, Brigham Minerals is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. The expected sales volumes and prices for these properties are estimated and recorded within the accounts receivable line item in the accompanying consolidated balance sheets. The difference between the Company’s estimates and the actual amounts received for oil and natural gas sales is recorded in the month that payment is received from the third party. For the years ended December 31, 2021, 2020 and 2019, revenue recognized in the reporting periods related to performance obligations satisfied in prior reporting periods was immaterial.

Debt Issuance Cost

Other assets include capitalized debt issuance costs of $1.2 million and $0.8 million, net of accumulated amortization of $1.1 million and $0.8 million as of December 31, 2021 and 2020, respectively. Debt issuance costs were incurred in connection with establishing and amending credit facilities for Brigham Resources and are amortized over the term of the credit facilities using the straight-line method, which approximates the effective interest rate method. Amortization expense for debt issue costs was $0.3 million, $0.6 million and $0.4 million for the years ended December 31, 2021, 2020, and 2019. During the year ended December 31, 2020, we wrote off debt issuance cost of $0.3 million as a result of the reduction of the borrowing base on our revolving credit facility that occurred in May 2020.

3. Oil and Gas Properties

Brigham Minerals uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs incurred for the purpose of acquiring mineral and royalty interests are capitalized into a full cost pool. In addition, certain internal costs (or “capitalized general and administrative costs”), are also included in the full cost pool. Capitalized general and administrative costs were $13.0 million, $10.2 million and $7.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. Capitalized costs do not include any costs related to general corporate overhead or similar activities, which are expensed in the period incurred. Oil and gas properties consisted of the following:

	December 31,
(In Thousands)	2021			2020
Oil and gas properties, at cost, using the full cost method of accounting:
Unevaluated property	$	338,613		$	325,091
Evaluated property		633,138			488,301
Total oil and gas properties, at cost		971,751			813,392
Less accumulated depreciation, depletion, and amortization		(239,612	)		(189,546	)
Total oil and gas properties, net	$	732,139		$	623,846

Costs not subject to depletion are as follows, by the year in which such costs were incurred:

	By Year:
(In Thousands)	Total		2021		2020		2019		2018		2017		Prior
Property Acquisition costs	$	338,613	$	45,885	$	32,456	$	71,385	$	64,582	$	58,619	$	65,686

Capitalized costs are depleted on a unit of production basis based on proved oil and natural gas reserves. Depletion expense was $36.4 million, $47.3 million and $30.4 million for the year ended December 31, 2021, 2020 and 2019, respectively. Average depletion of proved properties was $11.05, $13.63 and $11.22 per Boe for the year ended December 31, 2021, 2020 and 2019, respectively.

F-22

Under the full cost method of accounting, total capitalized costs of oil and natural gas properties, net of accumulated depletion and related deferred income taxes, may not exceed an amount equal to the present value of future net revenues from proved reserves, discounted at 10% per annum (“PV-10”), plus the cost of unevaluated properties, less related income tax effects (the “ceiling test”). A write-down of the carrying value of the full cost pool (“impairment charge”) is a noncash charge that reduces earnings and impacts equity in the period of occurrence and typically results in lower depletion expense in future periods. A ceiling test is calculated at each reporting period. The ceiling test calculation is prepared using an unweighted arithmetic average of oil prices (“SEC oil price”) and natural gas prices (“SEC gas price”) as of the first day of each month for the trailing 12-month period ended, adjusted by area for energy content, transportation fees and regional price differentials, as required under the guidelines established by the SEC. At December 31, 2021, 2020 and 2019, the SEC oil price and SEC gas price used in the calculation of the ceiling test, adjusted by area for energy content, transportation fees and regional price differentials, were $66.56, $39.57, and $55.65 per barrel of oil and $3.64, $2.00, and $2.60 per MMbtu of natural gas, respectively. During the year ended December 31, 2020, Brigham Minerals recorded ceiling test impairment charges of $79.6 million to oil and gas properties, net, as a result of its quarterly ceiling test analysis. The impairment charges were due to declining SEC oil prices and SEC gas prices, as well as certain reclassification of proved undeveloped reserves to probable and possible reserves, as a result of a slowdown in operator activity. There were no impairment charges during the years ended December 31, 2021 and 2019.

A decline in the SEC oil price or the SEC gas price could lead to impairment charges in the future and such impairment charges could be material, such as occurred in the third and fourth quarters of 2020. In addition to the impact of lower prices, any future changes to assumptions of drilling and completion activity, development timing, acquisitions or divestitures of oil and gas properties, proved undeveloped locations, and production and other estimates may require revisions to estimates of total proved reserves which would impact the amount of any impairment charge.

4. Acquisitions and Divestitures

DJ Acquisition

On November 3, 2021, the Company entered into a definitive purchase and sale agreement to acquire approximately 8,400 net royalty acres primarily in Weld County, Colorado, operated by PDC Energy, Inc., Chevron Corporation, Occidental Petroleum and Civitas Resources for 2.2 million shares of the Company’s common stock and $43.1 million of cash, net of $1.7 million of customary closing adjustments. The DJ Acquisition closed on December 15, 2021. The cash portion of the purchase price was funded through a combination of cash on hand and borrowings under the Company’s revolving credit facility.

The following table presents the acquisition consideration paid in the DJ Acquisition (in thousands, except the number of shares and price per share):

Consideration:
Class A shares of Brigham Minerals, Inc. common stock issued at closing		2,180,128
Closing price per share of Brigham Minerals, Inc. common stock on the closing date	$	21.26
Fair Value of Brigham Minerals, Inc. common stock issued	$	46,349
Cash consideration		43,083
Total consideration (including fair value of Brigham Minerals, Inc. common stock issued)	$	89,432

The DJ Acquisition has been accounted for as an asset acquisition and the allocation of the purchase price was $17.9 million to unevaluated properties and $71.5 million to evaluated properties.

Other Acquisitions

During the years ended December 31, 2021 and 2020, Brigham Minerals entered into a number of acquisitions of mineral and royalty interests from various sellers in Texas, Oklahoma, Colorado, New Mexico, and North Dakota, as reflected in the table below. The change in the oil and natural gas property balance for the year ended December 31, 2021 is comprised of payments for acquisitions of minerals, land brokerage costs and capitalized general and administrative expenses that were funded with our retained operating cash flow, proceeds from asset sales and our revolving credit facility (hereinafter defined). The changes in the oil and natural gas property balance

F-23

for the year ended December 31, 2020 were partially funded with proceeds from the December 2019 Offering as well as our retained cash flow and our revolving credit facility.

	Assets Acquired				Cash Consideration Paid
(In Thousands)	Evaluated		Unevaluated
Year ended December 31, 2021	$	26,822	$	34,056	$	60,878
Year ended December 31, 2020	$	30,856	$	35,725	$	66,581

Divestitures

During the year ended December 31, 2021, Brigham Minerals divested certain non-core, primarily undeveloped acreage in Oklahoma and received cash of $13.6 million.

5. Fair Value Measurements

We classify financial assets and liabilities that are measured and reported at fair value on a recurring basis using a hierarchy based on the inputs used in measuring fair value. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We classify the inputs used to measure fair value into the following hierarchy:

• Level 1: Inputs based on quoted market prices in active markets for identical assets or liabilities at the measurement date.

• Level 2: Inputs based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable and can be corroborated by observable market data.

• Level 3: Inputs that reflect management’s best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer would be reported at the beginning of the period in which the change occurs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Brigham Minerals had no financial assets or liabilities that were accounted for at fair value on a recurring basis at December 31, 2021 and 2020.

Brigham Minerals had no derivative contracts in place as of December 31, 2021 and 2020. Commodity derivative instruments are valued using a third-party industry-standard pricing model using contract terms and prices and assumptions and inputs that are substantially observable in active markets throughout the full term of the instruments, including forward oil and gas price curves, discount rates and volatility factors. The fair values are also compared to the values provided by the counterparties for reasonableness and are adjusted for the counterparties’ credit quality for derivative assets and our credit quality for derivative liabilities. As such, these derivative contracts are classified within Level 2.

Brigham Minerals had no transfers into or out of Level 1 and no transfers into or out of Level 2 for the years ended December 31, 2021 and 2020.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Certain nonfinancial assets and liabilities, such as assets and liabilities acquired in a business combination, are measured at fair value on a nonrecurring basis on the acquisition date and are subject to fair value adjustments under certain circumstances. The inputs used to determine such fair value are primarily based upon internally developed cash flow models and include factors such as estimates of economic reserves, future commodity prices and risk-adjusted discount rates, and are classified within Level 3.

F-24

Fair Value of Other Financial Instruments

The carrying value of cash, trade and other receivables and trade payables are considered to be representative of their respective fair values due to the short-term nature of these instruments. The carrying amount of debt outstanding pursuant to our revolving credit facility approximates fair value as interest rates on the revolving credit facility approximate current market rates. We categorized our long-term debt within Level 2 of the fair value hierarchy.

6. Long-Term Debt

Revolving Credit Facility

On May 16, 2019 (the “closing date”) Brigham Resources entered into a credit agreement with Wells Fargo Bank, N.A., as administrative agent for the various lenders from time to time party thereto, providing for a revolving credit facility (our “revolving credit facility”). Our revolving credit facility is guaranteed by Brigham Resources’ domestic subsidiaries and is collateralized by a lien on a substantial portion of Brigham Resources and its domestic subsidiaries’ assets, including a substantial portion of their respective royalty and mineral properties.

On July 7, 2021, Brigham Resources entered into the Third Amendment to the credit agreement (the “Third Amendment”). The Third Amendment, among other things, evidenced an increase of the borrowing base and elected commitments under the prior credit agreement from $135.0 million to $165.0 million and the addition of leverage (maximum 3.00x) and liquidity (minimum 10% of total net revolving commitments) conditions to Brigham Resources’ ability to pay dividends or distributions (other than permitted tax distributions) to the owners of its equity interests.

On December 15, 2021, Brigham Resources entered into the Fourth Amendment to the credit agreement (the “Fourth Amendment”). The Fourth Amendment, among other things, evidenced a further increase of the borrowing base and elected commitments under the prior credit agreement from $165.0 million to $230.0 million.

Availability under our revolving credit facility is governed by a borrowing base, which is subject to redetermination semi-annually. In addition, lenders holding two-thirds of the aggregate commitments may request one additional redetermination each year. Brigham Resources can also request one additional redetermination each year, and such other redeterminations as appropriate when significant acquisition opportunities arise. The borrowing base is subject to further adjustments for asset dispositions, material title deficiencies, certain terminations of hedge agreements and issuances of permitted additional indebtedness. Increases to the borrowing base require unanimous approval of the lenders, while decreases only require approval of lenders holding two-thirds of the aggregate commitments at such time. The weighted average interest rate for the year ended December 31, 2021 was 2.31%. As of December 31, 2021, the borrowing base on our revolving credit facility was $230.0 million, with outstanding borrowings of $93.0 million, resulting in $137.0 million availability for future borrowings.

Our revolving credit facility bears interest at a rate per annum equal to, at our option, the adjusted base rate or the adjusted LIBOR rate plus an applicable margin. The applicable margin is based on utilization of our revolving credit facility and ranges from (a) in the case of adjusted base rate loans, 1.500% to 2.500% and (b) in the case of adjusted LIBOR rate loans, 2.500% to 3.500%. Brigham Resources may elect an interest period of one, two, three, six, or if available to all lenders, twelve months. Interest is payable in arrears at the end of each interest period, but no less frequently than quarterly. A commitment fee is payable quarterly in arrears on the daily undrawn available commitments under our revolving credit facility in an amount ranging from 0.375% to 0.500% based on utilization of our borrowing base. Our revolving credit facility is subject to other customary fee, interest and expense reimbursement provisions.

Our revolving credit facility matures on May 16, 2024. Loans drawn under our revolving credit facility may be prepaid at any time without premium or penalty (other than customary LIBOR breakage) and must be prepaid in the event that exposure exceeds the lesser of the borrowing base and the elected availability at such time. The principal amount of loans that are prepaid are required to be accompanied by accrued and unpaid interest and fees on such

F-25

amounts. Loans that are prepaid may be reborrowed. In addition, Brigham Resources may permanently reduce or terminate in full the commitments under our revolving credit facility prior to maturity. Any excess exposure resulting from such permanent reduction or termination must be prepaid. Upon the occurrence of an event of default under our revolving credit facility, the Administrative Agent acting at the direction of the lenders holding a majority of the aggregate commitments at such time may accelerate outstanding loans and terminate all commitments under our revolving credit facility, provided that such acceleration and termination occurs automatically upon the occurrence of a bankruptcy or insolvency event of default.

Our revolving credit facility contains customary affirmative and negative covenants, including, without limitation, reporting obligations, restrictions on asset sales, restrictions on additional debt and lien incurrence and restrictions on making distributions (subject to Consolidated Total Leverage Ratio and liquidity thresholds) and investments. In addition, our revolving credit facility requires us to maintain (a) a current ratio of not less than 1.00 to 1.00 and (b) a ratio of total net funded debt to consolidated EBITDA of not more than 3.50 to 1.00. As of December 31, 2021, we were in compliance with all covenants in accordance with our revolving credit facility.

7. Leases

The Company enters into leasing transactions in which the Company is the lessee. The Company’s lease contracts are generally for office buildings, and office equipment. The Company performed evaluations of its contracts and determined it has only operating leases.

In July 2019, the Company entered into a lease agreement for its corporate headquarters located in Austin, TX (the “Bridgepoint Lease”). The Bridgepoint Lease includes approximately 29,546 square feet and commenced in July 2019, with an expiration on June 30, 2027. The Bridgepoint Lease includes lease and non-lease components that we account for as a single lease component as an accounting policy election. See “Note 2—Significant Accounting Policies—Leases—Practical Expedients and Accounting Policy Elections” for further discussion. The Bridgepoint Lease requires monthly lease payments that may be subject to annual increases throughout the lease term and also includes renewal options at the election of the Company to renew or extend the lease for two, consecutive, five-year lease terms. This optional period has not been included in the lease term in the determination of the operating lease right-of-use-assets or operating lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options. Since the Bridgepoint Lease does not contain an implicit rate, the Company used the incremental borrowing rate of 2% as the discount rate to calculate present value of lease payments. Rent expense on this operating leases is recognized over the term of the lease on a straight-line basis. Rent expense for the years ended December 31, 2021, 2020, and 2019 was $1.3 million, $1.1 million, and $0.6 million, respectively.

The Company also enters into leasing transactions in which the Company is the lessor, primarily through land easements. The Company performed evaluations on all term-based land easements payments received during the year ended December 31, 2021 and determined that all such payments were immaterial in the aggregate.

The following table summarizes the Company’s recognition of its operating lease:

(In Thousands)	Classification		December 31, 2021
Assets
Operating		Operating lease right-of-use assets	$	6,764
Liabilities
Current:
Operating		Current operating lease liability	$	1,178
Non-current:
Operating		Non-current operating lease liability	$	5,742

F-26

The table below presents the maturity of the Company’s liabilities under the Bridgepoint Lease as of December 31, 2021.

	Commitment
2022	$	1,296
2023		1,319
2024		1,340
2025		1,360
2026		1,383
Thereafter		582
Total lease payments	$	7,280
Less imputed interest		(360	)
Total lease liabilities	$	6,920

8. Equity

Class A Common Stock

Brigham Minerals had approximately 48.4 million shares of its Class A common stock outstanding as of December 31, 2021. Holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are entitled to ratably receive dividends when and if declared by the Company’s Board of Directors. Upon liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities.

Class B Common Stock

Brigham Minerals had approximately 11.4 million shares of its Class B common stock outstanding as of December 31, 2021. Holders of the Class B common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to Brigham Minerals’ stockholders for their vote or approval. Holders of Class B common stock do not have any right to receive dividends or distributions upon a liquidation or winding up of Brigham Minerals.

Treasury Stock

Brigham Minerals repurchased 436,630 shares of its Class A common stock from the September 2020 Selling Stockholders at a price of $8.08 per share (and Brigham LLC redeemed a corresponding number of Brigham LLC Units held by Brigham Minerals). See “Note 1—Business and Basis of Presentation.” As of December 31, 2021, there were 436,630 shares of Class A common stock held in treasury.

Earnings per Share

Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted earnings per share measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. Brigham Minerals uses the “if-converted” method to determine the potential dilutive effect of exchanges of outstanding shares of Class B common stock (and corresponding Brigham LLC Units), and the treasury stock method to determine the potential dilutive effect of vesting of its outstanding RSAs, RSUs, PSUs and unvested Incentive Units as defined in “Note 2—Significant Accounting Policies—Earnings Per Share”. Brigham Minerals does not use the two-class method because the Class B common stock and the unvested share-based awards are nonparticipating securities.

For the year ended December 31, 2021, the Class B common stock and the Incentive Units were not recognized in the dilutive EPS calculations as the effect would have been antidilutive. For the year ended December 31, 2020, the Class B common stock, the Incentive Units, RSAs and RSUs were not recognized in dilutive EPS calculations as the effect would have been antidilutive, and the PSUs were not included in the computation of EPS because the performance goals had not been met, assuming the end of the reporting period was the end of the contingency

F-27

period. For the year ended December 31, 2019, Brigham Minerals’ EPS calculation includes only its share of net income for the period subsequent to the IPO, and omits income or loss prior to the IPO. In addition, the basic weighted average shares outstanding calculation is based on the actual days in which the shares were outstanding from the IPO through December 31, 2019.

The following table reflects the allocation of net income (loss) to common stockholders and EPS computations for the period indicated based on a weighted average number of common stock outstanding for the period:

	Years Ended December 31,
(In Thousands, Except per Share Data)	2021		2020			2019
Basic EPS
Numerator:
Basic net income (loss) attributable to Brigham Minerals, Inc. stockholders	$	50,283	$	(42,412	)	$	6,901
Less net income attributable to stockholders pre-IPO		—		—			(848	)
Basic net income (loss) attributable to Brigham Minerals, Inc.  stockholders post-IPO (1)	$	50,283	$	(42,412	)	$	6,053
Denominator:
Basic weighted average shares outstanding (1)		44,576		38,178			22,870
Basic EPS attributable to Brigham Minerals, Inc. stockholders	$	1.13	$	(1.11	)	$	0.26
Diluted EPS
Numerator:
Basic net income (loss) attributable to Brigham Minerals, Inc. stockholders post-IPO (1)	$	50,283	$	(42,412	)	$	6,053
Diluted net income (loss) attributable to Brigham Minerals, Inc. stockholders	$	50,283	$	(42,412	)	$	6,053
Denominator:
Basic weighted average shares outstanding (1)		44,576		38,178			22,870
Effect of dilutive securities:
Unvested equity awards		1,056		—			—
Diluted weighted average shares outstanding		45,632		38,178			22,870
Diluted EPS attributable to Brigham Minerals, Inc. stockholders	$	1.10	$	(1.11	)	$	0.26

(1) Represents earnings per share of Class A common stock and weighted average shares of Class A common stock for the period following the IPO.

9. Temporary Equity and Non-controlling Interest

Temporary equity

Temporary equity represented the 23.2% interest in the units of Brigham LLC not owned by Brigham Minerals, as of December 31, 2020. Class B common stock was classified as temporary equity in the consolidated balance sheet as of December 31, 2020, as pursuant to the Amended and Restated Limited Liability Company Agreement of Brigham LLC (the “Brigham LLC Agreement”), the Redemption Rights of a Brigham LLC Unit Holder for either shares of Class A common stock or an equivalent amount of cash was not solely within Brigham Minerals’ control. This was due to the fact that the holders of Class B common stock controlled a majority of the votes of the Board of Directors through direct representation on the Board of Directors, which allowed the holders of Class B common stock to control the determination of whether to make a cash payment upon a Brigham LLC Unit Holder’s exercise of its Redemption Right.

As a result of the appointment of an additional independent member to our Board of Directors on February 19, 2021, the holders of Class B common stock no longer hold a majority of the votes of the Board of Directors and no longer control the Board of Directors through direct representation on the Board of Directors. Consequently, after February 19, 2021, Class B common stock is presented as non-controlling interest (as discussed below) in the consolidated balance sheet of Brigham Minerals.

F-28

Temporary equity was recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to additional paid-in capital. From the date of the IPO through February 18, 2021, Brigham Minerals recorded adjustments to the value of temporary equity as presented in the table below:

(In Thousands)	Temporary Equity Adjustments
Balance - April 17, 2019 (1)	$	518,000
Conversion of Class B shares to Class A shares		(104,390	)
Net income attribution to temporary equity		9,646
Distribution to holders of temporary equity		(20,321	)
Adjustment of temporary equity to redemption amount (2)		51,572
Balance - December 31, 2019	$	454,507
Conversion of Class B shares to Class A shares		(97,491	)
Net loss attribution to temporary equity		(15,582	)
Distribution to holders of temporary equity		(24,793	)
Adjustment of temporary equity to redemption amount (3)		(170,361	)
Balance - December 31, 2020	$	146,280
Net income attributable to temporary equity		1,922
Adjustment of temporary equity to redemption value		54,294
Reclassification to non-controlling interest (4)		(202,496	)
Balance - February 18, 2021	$	—

(1) Based on 28,777,802 shares of Class B common stock outstanding and Class A share price of $18.00. In connection with the IPO, the balance transferred from additional paid-in capital to temporary equity was the greater of redemption value or carrying value of the shares of Class B common stock at IPO and included an initial upward adjustment to redemption amount totaling $194.5 million.

(2) Based on 22,847,045 shares of Class B common stock outstanding and Class A share 10-day VWAP of $19.89 at December 31, 2019.

(3) Based on 13,167,687 shares of Class B common stock outstanding and Class A share 10-day VWAP of $11.11 at December 31, 2020.

(4) Based on 13,167,687 shares of Class B common stock outstanding and Class A common stock 10-day volume-weighted average closing price of $15.38 at February 18, 2021. The February 18, 2021 redemption value of temporary equity became the carrying value of non-controlling interest, as discussed below.

Non-controlling Interest

Non-controlling interest represents the 19.0% interest in the units of Brigham LLC not owned by Brigham Minerals, as of December 31, 2021. Class B common stock is classified as non-controlling interest in the consolidated balance sheet as of February 19, 2021 and thereafter.

Each share of Class B common stock does not have any economic rights but entitles its holder to one vote on all matters to be voted on by our stockholders generally, and holders of Brigham LLC Units (and Class B common stock) have a redemption right into shares of Class A common stock. Under the Brigham LLC Agreement, each Brigham LLC Unit Holder, subject to certain limitations, has a right (the “Redemption Right”) to cause Brigham LLC to acquire all or a portion of its Brigham LLC Units for, at Brigham LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Brigham LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. We will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A common stock (including trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Brigham LLC Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Brigham Minerals (instead of Brigham LLC) will have a call right to, for administrative convenience, acquire each tendered Brigham LLC Unit directly from the redeeming Brigham LLC Unit Holder for, at its election, (x) one share of Class A common stock or (y) an equivalent amount of cash (the “Call Right”). The decision to make a cash payment upon a Brigham LLC Unit Holder’s exercise of its Redemption Right is required to be made by the

F-29

Company’s directors who are independent under Section 10A-3 of the Securities Act and do not hold any Brigham LLC Units subject to such redemption. In connection with any redemption of Brigham LLC Units pursuant to the Redemption Right or acquisition pursuant to our Call Right, the corresponding number of shares of Class B common stock will be cancelled.

Non-controlling interest is recorded at its carrying value. For the period from February 19, 2021 to December 31, 2021, the Company recorded adjustments to the value of non-controlling interest as presented in the table below:

(In Thousands)	Non-controlling Interest
Balance - February 19, 2021	$	—
Reclassification from temporary equity (1)		202,496
Conversion of Class B common stock to Class A common stock		(27,239	)
Net income attributable to non-controlling interest (2)		15,821
Distribution to holders of non-controlling interest declared		(17,833	)
Balance - December 31, 2021	$	173,245

(1) Represents the February 19, 2021, redemption value of temporary equity, prior to its reclassification to non-controlling interest. Based on 13,167,687 shares of Class B common stock outstanding and Class A common stock 10-day volume-weighted average closing price of $15.38 at February 18, 2021.

(2) Net income attributable to non-controlling interest includes the period from February 19, 2021 through December 31, 2021.

10. Share-Based Compensation

LLC Incentive Units

As part of the Second Amended and Restated Limited Liability Company Agreement of Brigham Resources, LLC dated May 8, 2015, Brigham Resources authorized 120,000 restricted incentive units for issuance to management, independent directors, employees, and consultants (such incentive units, as converted as described below, the “Incentive Units”). Brigham Resources granted Incentive Units in April 2013 and September 2015 and 2018. In connection with the 2018 corporate reorganizations and the corporate reorganization consummated in connection with Brigham Minerals’ IPO (collectively with the 2018 corporate reorganizations, the “corporate reorganization”), these Incentive Units were converted into units in Brigham Equity Holdings, LLC (“Brigham Equity Holdings”) with equivalent rights, responsibilities, and preferences. The Incentive Units are subject to vesting as follows: 20% of the Incentive Units were vested on the date of grant and 20% of the Incentive Units vest on each anniversary of the date of grant if the holder remains continuously employed by Brigham Resources or its affiliates through the applicable vesting date. Upon vesting of the Incentive Units, holders of the Incentive Units receive one share of Brigham Minerals’ Class B common stock and one Brigham LLC Unit for each vested Incentive Unit.

In connection with the completion of the IPO, Brigham LLC and Brigham Equity Holdings discontinued granting new Incentive Units; however Brigham Equity Holdings will continue to administer the existing awards that remain outstanding. As discussed in “Note 9—Temporary Equity and Non-controlling Interest,” participants may receive one share of Brigham Minerals’ Class A common stock in exchange for one share of Class B common stock and one Brigham LLC Unit, or cash at the option of Brigham Minerals. Brigham Minerals accounts for the Incentive Units as compensation expense measured at the fair value of the award on the date of grant. No compensation expense was recognized prior to the IPO because the IPO was not considered probable.

A summary of the Incentive Unit activity for the year ended December 31, 2021 is as follows:

	Incentive Units
	Number of Incentive Units			Grant-date Fair Value
Outstanding—January 1, 2021		141,820		$	10.04
Vested		(70,911	)	$	10.04
Outstanding—December 31, 2021		70,909		$	10.04

F-30

Long Term Incentive Plan

In connection with the IPO, Brigham Minerals adopted the Brigham Minerals, Inc. 2019 Long Term Incentive Plan (“LTIP”) for employees, consultants and directors who perform services for Brigham Minerals. The LTIP provides for issuance of awards based on shares of Class A common stock. Brigham Minerals has issued restricted stock awards (“RSAs”), restricted stock units subject to time-based vesting (“RSUs”) and restricted stock units subject to performance-based vesting (“PSUs”) under the LTIP. The shares to be delivered under the LTIP shall be made available from (i) authorized but unissued shares, (ii) shares held as treasury stock or (iii) previously issued shares reacquired by Brigham Minerals including shares purchased on the open market. A total of 5,999,600 shares of Class A common stock have been authorized for issuance under the LTIP. At December 31, 2021, 3,013,884 shares of Class A common stock remained available for future grants. Currently, all RSAs, RSUs and PSUs granted under the LTIP are entitled to receive dividends (in the case of RSAs) or have dividend equivalent rights (“DERs”), which entitle holders of RSUs and PSUs to the same dividend value per share as holders of the Company’s Class A common stock. Such dividends and DERs are subject to the same vesting and other terms and conditions as the corresponding unvested RSAs, RSUs, and PSUs. Dividends and DERs are accumulated and paid when the underlying shares vest. The fair value of the RSA awards granted with the right to receive dividends and RSU awards granted with the right to receive DERs are generally based on the trading price of the Company’s Class A common stock as of the date of grant. Brigham Minerals accounts for the awards granted under the LTIP as compensation expense measured at the fair value of the award on the date of grant. Brigham Minerals accounts for forfeitures as they occur.

The Company has granted RSAs to certain employees, which are grants of shares of Class A common stock subject to a risk of forfeiture and restrictions on transferability. The share-based compensation expense of such RSAs was determined using the closing price of Class A common stock on April 23, 2019, the date of grant, of $21.25. On April 23, 2019, 312,189 RSAs were granted and 152,742 RSAs vested immediately. The RSAs generally vested in one-third increments on each of April 23, 2020 and 2021 and will vest as to the final one-third increment on April 23, 2022 and are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases providing services to Brigham Minerals prior to the lapse of such restrictions.

A summary of the RSA activity for the year ended December 31, 2021 is as follows:

	Restricted Stock Awards
	Number of RSAs			Grant Date Fair Value
Unvested at January 1, 2021		68,293		$	21.25
Vested (1)		(31,882	)	$	21.25
Forfeited		(5,978	)	$	21.25
Unvested at December 31, 2021		30,433		$	21.25

(1) ,024 of these RSAs were withheld to satisfy employee tax withholding obligations.

The Company has granted RSUs to certain employees and directors, which represent the right to receive shares of Class A common stock at the end of the vesting period in an amount equal to the number of RSUs that vest. The RSUs issued to employees generally vest in one-third increments over a three-year period and RSUs issued to directors vest in one year from the date of grant. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases providing services to Brigham Minerals prior to the date the award vests. The share-based compensation expense of such RSUs was determined using the closing share price on the applicable date of grant, which is then applied to the total number of RSUs granted. Brigham Minerals accounts for forfeitures as they occur. Brigham Minerals withheld 181,182 RSUs to satisfy employee tax withholding obligations totaling $3.8 million, related to the RSUs that vested in 2021.

F-31

A summary of the RSU activity for the year ended December 31, 2021 is as follows:

	Restricted Stock Awards
	Number of RSUs			Weighted- Average Grant Date Fair Value
Unvested at January 1, 2021		562,871		$	17.81
Granted		583,998		$	16.31
Vested		(578,577	)	$	17.48
Forfeited		(14,316	)	$	18.49
Unvested at December 31, 2021		553,976		$	16.55

The Company has granted PSUs to certain officers and managers, which vest based on continuous employment and satisfaction of a market condition based on the absolute total stockholder return of the Company’s common stock, including paid dividends, over an approximate three-year performance period. The terms and conditions of the PSUs allow for vesting of the awards ranging between 0% (or forfeiture) and 200% of target. Expense related to these PSUs is recognized on a straight-line basis over the length of the applicable performance period. All compensation expense related to the market-based awards will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. The grant date fair value of such PSUs was determined using a Monte Carlo simulation model that utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. Expected volatilities in the model were estimated on the basis of historical volatility of a group of publicly traded oil and gas companies with a performance period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant.

The Company granted 753,546 PSUs (based on target) on April 23, 2019, with a performance period that ends on December 31, 2021. On December 31, 2021, 714,350 PSUs vested, based on 94.8% achievement of target, 39,196 PSUs were forfeited, and 271,521 PSUs totaling $5.7 million were withheld to satisfy employee tax withholding obligations. During the year ended December 31, 2020, 434,265 PSUs (based on target) were granted with a performance period that ends on December 31, 2022. During the year ended December 31, 2021, 472,378 PSUs (based on target) were granted with a performance period that ends on December 31, 2023. Using the assumptions in the table below, Brigham Minerals estimated the fair value of PSUs to be $17.02, $6.41 and $12.18, for PSUs granted in 2021, 2020 and 2019, respectively.

	Years Ended December 31,
	2021			2020			2019
Expected dividend yield		6	%		11.5	%		8.1	%
Risk-free interest rate		0.27	%		1.4	%		2.3	%
Volatility		45	%		35	%		30	%

A summary of the PSU activity for the year ended December 31, 2021 is as follows:

	Target PSUs			Grant Date Fair Value
Unvested at January 1, 2021		1,187,811		$	10.07
Granted		472,378		$	17.02
Vested		(714,350	)	$	12.18
Forfeited		(39,196	)	$	12.18
Unvested at December 31, 2021		906,643		$	11.94

F-32

Share-Based Compensation Expense

Share-based compensation expense is included in general and administrative expense in the Company’s consolidated statement of operations. Share-based compensation expense recorded for each type of share-based compensation award, was as follows for the periods indicated:

	Years Ended December 31,
(In Thousands)	2021			2020			2019
Incentive Units (1) (3)	$	712		$	712		$	2,904
RSAs (2) (3)		623			1,254			3,972
RSUs (3)		10,128			7,390			4,630
PSUs (4)		6,288			4,259			2,361
Capitalized share-based compensation (5) (6)		(8,048	)		(6,086	)		(3,818	)
Total share-based compensation expense	$	9,703		$	7,529		$	10,049

(1) Includes a cumulative effect adjustment to share-based compensation expense of $2.0 million pertaining to the period from the grant date through the IPO date. No compensation expense was recorded prior to the IPO because the IPO was not considered probable.

(2) Includes $3.2 million recorded at grant date of April 23, 2019, associated with 152,742 RSAs, which vested immediately during the year ended December 31, 2019.

(3) Share-based compensation expense relating to Incentive Units, RSAs, and RSUs with ratable vesting is recognized on a straight-line basis over the requisite service period for the entire award.

(4) Share-based compensation expense relating to PSUs with cliff-vesting is recognized on a straight-line basis over the performance period for the entire award.

(5) During the year ended December 31, 2021, Brigham Minerals capitalized $3.6 million of the share-based compensation to unevaluated property and $4.4 million to evaluated property on its consolidated balance sheet.

(6) Brigham Minerals capitalizes a portion of the share-based compensation expense incurred after the IPO.

Future Share-Based Compensation Expense

The following table reflects the future share-based compensation expense expected to be recorded for the share-based compensation awards that were outstanding at December 31, 2021, a portion of which will be capitalized:

(In Thousands)	Incentive Units		RSAs		RSUs		PSUs		Total
Year
2022	$	534	$	200	$	5,815	$	4,030	$	10,579
2023		—		—		2,822		3,063		5,885
Total	$	534	$	200	$	8,637	$	7,093	$	16,464

11. Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Brigham Minerals periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets, including net operating losses. In making this determination, Brigham Minerals considers all available positive and negative evidence and makes certain assumptions. Brigham Minerals considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years. Brigham Minerals’ management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets and as a result, Brigham Minerals did not record a valuation allowance at December 31, 2021 and 2020.

Brigham Minerals has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained by examination. Therefore, at December 31, 2021 and 2020, Brigham Minerals had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.

F-33

Brigham Resources, the Company’s predecessor, is a limited liability company that is not subject to U.S. federal income tax, but is subject to the Texas Margin Tax and state income taxes in Oklahoma, North Dakota, and Colorado. As part of the corporate reorganization, certain entities affiliated with Warburg Pincus contributed all of their respective interests in certain wholly owned “blocker” entities through which they held interests in Brigham Resources to Brigham Minerals in exchange for all of the outstanding shares of common stock of Brigham Minerals. On the date of the corporate reorganization, a corresponding “first day” tax charge of approximately $3.1 million was recorded to establish a net deferred tax liability for differences between the tax and book basis of the investment in Brigham Resources. The offset of the deferred tax liability was recorded to additional paid-in-capital.

Brigham Minerals is a corporation and is subject to U.S. federal income tax. In April 2019, Brigham Minerals completed the IPO of 16,675,000 shares of Class A common stock at a price to the public of $18.00 per share. The tax implications of the July 2018 restructuring, IPO and the tax impact of the Company’s status as a taxable corporation subject to U.S. federal income tax have been reflected in the accompanying consolidated financial statements. On IPO date, a corresponding tax benefit of approximately $13.7 million was recorded associated with the differences between the tax and book basis of the investment in Brigham Resources. The offset of the deferred tax asset was recorded to additional paid-in capital.

After the December 2019 Offering, as discussed in “Note 1—Business and Basis of Presentation”, a corresponding tax benefit of approximately $9.5 million was recorded associated with the differences between the tax and book basis of the investment in Brigham Resources. After the June 2020 Secondary Offering and September 2020 Secondary Offering, and corresponding redemptions, as discussed in “Note 1—Business and Basis of Presentation”, a corresponding reduction to the tax benefit of approximately $0.8 million and $2.8 million, respectively, was recorded associated with the differences between the tax and book basis of the investment in Brigham Resources. The offset of the deferred tax asset was recorded to additional paid-in capital.

The effective combined U.S. federal and state income tax rate for the year ended December 31, 2021 was 19%. During the year ended December 31, 2021, the Company recognized income tax expense of $16.3 million. During the years ended December 31, 2020 and 2019, the Company recognized income tax benefit of $12.8 million and income tax expense of $2.7 million, respectively. Total income tax expense for the years ended December 31, 2021, 2020 and 2019 differed from amounts computed by applying the U.S. federal statutory tax rate of 21% due to the impact of the temporary equity, net income attributable to Predecessor, state taxes (net of the anticipated federal benefit), and percentage depletion in excess of basis.

	Years Ended December 31,
(In Thousands)	2021		2020			2019
State Income Tax
Current expense	$	270	$	122		$	692
Deferred expense/(benefit)		2,182		(1,876	)		63
Federal Income Tax
Current expense/(benefit)		10,217		(2,942	)		1,322
Deferred expense/(benefit)		3,584		(8,066	)		602
Totals:	$	16,253	$	(12,762	)	$	2,679
Total current income tax expense/(benefit)	$	10,487	$	(2,820	)	$	2,014
Total deferred income tax expense/(benefit)		5,766		(9,942	)		665
Totals:	$	16,253	$	(12,762	)	$	2,679

The following table reconciles the income tax provision with income tax expense at the federal statutory rate for the periods indicated:

	Years Ended December 31,
(In Thousands)	2021		2020			2019
Income (loss) before income taxes	$	84,279	$	(70,756	)	$	24,318
Less: income before income taxes attributable to predecessor		—		—			5,118
Less: income (loss) before income taxes attributable to non-controlling interests and temporary equity		17,851		(15,270	)		9,858
Income (loss) before income taxes attributable to stockholders	$	66,428	$	(55,486	)	$	9,342

F-34

	Years Ended December 31,
(In Thousands)	2021		2020			2019
Income tax at the federal statutory rate	$	13,950	$	(11,652	)	$	1,962
State income taxes, net of federal benefit		540		(1,223	)		717
State rate change (1)		1,397		—			—
Other federal tax effects		366		113			—
Total income tax provision	$	16,253	$	(12,762	)	$	2,679

(1) We recorded $1.4 million in deferred tax expenses to remeasure our deferred tax assets based on the tax rates that are expected to apply as the asset is realized in future periods.

Brigham Minerals had $25.3 million and $24.9 million recorded as deferred tax asset as of December 31, 2021 and 2020. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets were are follows:

	Years Ended December 31,
(In Thousands)	2021			2020
Deferred tax assets:
Loss carryforwards	$	441		$	627
Investment in subsidiary		25,102			24,405
Total deferred tax assets:	$	25,543		$	25,032
Deferred tax liabilities:
Oil and gas properties	$	(235	)	$	(112	)
Total deferred tax liabilities	$	(235	)	$	(112	)

12. Commitments and Contingencies

Contingencies

Brigham Minerals may, from time to time, be a party to certain lawsuits and claims arising in the ordinary course of business. The outcome of such lawsuits and claims cannot be estimated with certainty and management may not be able to estimate the range of possible losses. Brigham Minerals records reserves for contingencies when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated. Brigham Minerals had no reserves for contingencies at December 31, 2021 and December 31, 2020.

13. Related-Party Transactions

Brigham Land Management (“BLM”) occasionally provides us with land brokerage services. The services are provided at market prices and are periodically verified by third-party quotes. BLM is owned by Vince Brigham, an advisor to us and brother of Ben M. Brigham, founder and Executive Chairman of the Board. For the year ended December 31, 2021, 2020 and 2019 the amounts paid to BLM for land brokerage services were immaterial. At December 31, 2021, 2020 and 2019, the liabilities recorded for services performed by BLM were immaterial.

We provide certain services to Brigham Earth, LLC and affiliated entities. These include IT services and certain software, phone and equipment licenses. The IT services are passed through at our cost, which includes an allocable share of employee salary and administrative expenses. The software, phone and equipment licenses are passed through at our direct costs. Brigham Earth, LLC and its affiliated entities are owned in part by Ben M. Brigham, our founder and Executive Chairman of the Board.

Brigham Exploration Company, partially owned by Ben M. Brigham, on occasion leases some of our acreage at market rates. Brigham Minerals did not lease any acreage to Brigham Exploration Company during the years ended December 31, 2021 and 2020. We received $0.4 million for the year ended December 31, 2019 in connection with such leases.

F-35

14. COVID-19 Pandemic and Impact on Global Demand for Oil and Natural Gas

The ongoing global spread of a novel strain of coronavirus (SARS-Cov-2), which causes COVID-19, remains a global pandemic, however, with the gradual easing of COVID-19 lockdown restrictions globally, primarily due to the increase in accessibility of vaccines and demand for the commodities produced by the oil and natural gas industry have continued to improve. In addition, commodity prices in 2021 have improved substantially from historic lows in 2020 and the current outlook on commodity prices is generally favorable. However, the duration of COVID-19 pandemic and potential future impact to our business and industry continues to be unpredictable and dynamic.

Winter Storm Uri

In February 2021, Winter Storm Uri caused severe winter weather and freezing temperatures in the southern United States, which effected our properties in the Permian and Anadarko Basins, resulting in the curtailment of a portion of our production, delays in drilling and completion of wells, other operational constraints and ultimately adversely impacted our first quarter 2021 production. These curtailments, delay and operational constraints also resulted in increases in commodity prices, primarily natural gas prices. For example, the Henry Hub spot market price for natural gas for the month of February 2021 ranged from a low of $2.66 per MMBtu to a high of $23.86 per MMBtu. Given we do not operate our properties, Brigham Minerals had limited visibility into the timing of when production resumed and was required to estimate the amount of production delivered to the purchaser and the price that would ultimately be received for the sale of the product.

15. Subsequent Events

On February 10, 2022, Brigham Minerals entered into a definitive purchase and sale agreement to acquire approximately 1,800 net royalty acres in the Midland Basin largely operated by Pioneer Natural Resources and Endeavor Energy Resources for approximately $15 million in cash and approximately 800,000 shares of Class A common stock subject to certain closing adjustments.

On February 18, 2022, Brigham Minerals declared a dividend of $0.45 per Class A common stock payable on March 25, 2022, to stockholders of record at the close of business on March 18, 2022.

16. Reserve and Related Financial Data (SMOG)—Unaudited

Oil and Natural Gas Reserves

Proved reserves represent quantities of oil, natural gas and NGLs which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be recoverable in the future from known reservoirs under existing economic conditions, operating methods and government regulations. Proved developed reserves are proved reserves which can be expected to be recovered through existing wells with existing equipment, infrastructure and operating methods. Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon the 12-month unweighted average of the first-day-of-the-month prices.

The reserves at December 31, 2021, 2020 and 2019 presented below were audited by CG&A. Estimates of proved reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and development, price changes and other factors. The reserves are located in various fields in Texas, New Mexico, Oklahoma, Colorado, Wyoming, North Dakota, and Montana. All of the proved reserves are located in the continental United States.

	Crude Oil (MBbl)			Natural Gas (MMcf)			NGL (MBbl)			Total (MBoe)
Proved reserve quantities, December 31, 2018		12,991			51,796			5,117			26,741
Sales of minerals-in-place		(182	)		(697	)		(110	)		(409	)
Extensions and discoveries		1,997			7,780			817			4,110
Acquisitions		4,256			13,053			1,218			7,651
Revisions of previous estimates		(586	)		(5,495	)		(797	)		(2,299	)
Production		(1,515	)		(4,707	)		(407	)		(2,706	)

F-36

	Crude Oil (MBbl)			Natural Gas (MMcf)			NGL (MBbl)			Total (MBoe)
Proved reserve quantities, December 31, 2019		16,961			61,730			5,838			33,088
Sales of minerals-in-place		—			(286	)		(1	)		(48	)
Extensions and discoveries		876			2,545			291			1,591
Acquisitions		1,235			3,652			331			2,174
Revisions of previous estimates		(4,049	)		(18,188	)		(1,189	)		(8,271	)
Production		(1,823	)		(5,809	)		(680	)		(3,471	)
Proved reserve quantities, December 31, 2020		13,200			43,644			4,590			25,063
Sales of minerals-in-place		(71	)		(780	)		(73	)		(275	)
Extensions and discoveries		1,666			4,404			623			3,024
Acquisitions		2,739			14,683			1,662			6,849
Revisions of previous estimates		1,053			10,107			1,706			4,444
Production		(1,677	)		(5,886	)		(642	)		(3,300	)
Proved reserve quantities, December 31, 2021		16,910			66,172			7,866			35,805
Proved reserve quantities at December 31, 2021 attributable to non-controlling interest		3,213			12,573			1,495			6,803
Proved developed reserve quantities:
December 31, 2019		9,924			33,232			2,494			17,957
December 31, 2020		9,403			31,873			3,426			18,141
December 31, 2021		13,148			56,372			6,367			28,911
Proved developed reserves at December 31, 2021 attributable to temporary equity		2,498			10,711			1,210			5,493
Proved undeveloped reserve quantities:
December 31, 2019		7,037			28,498			3,344			15,131
December 31, 2020		3,797			11,771			1,164			6,922
December 31, 2021		3,762			9,800			1,499			6,894
Proved undeveloped reserves at December 31, 2021 attributable to temporary equity		715			1,862			285			1,310

Changes in proved reserves that occurred during 2021 were primarily due to:

• the acquisition of additional mineral interests located in the Permian, DJ and Williston Basins in multiple transactions. The acquired proved reserves of 6,849 MBoe throughout the year were offset by the divestiture of 275 MBoe of proved reserves;

• well additions, extensions and discoveries of approximately 3,024 MBoe, as gross horizontal well locations were converted from probable, possible and contingent resources to proved, due to continuous activity and delineation of additional zones on our mineral and royalty interests;

• positive revision of 3,591 MBoe attributable to an increase in SEC pricing; and

• positive revision of 852 MBoe due to PDP outperformance, estimate ultimate recovery (“EUR”) adjustments, refined gas and NGL processing assumptions, and unit configuration.

Changes in proved reserves that occurred during 2020 were primarily due to:

• the acquisition of additional mineral interests located in the Permian, Anadarko, DJ and Williston Basins in multiple transactions. The acquired proved reserves of 2,174 MBoe throughout the year were offset by the divestiture of 48 MBoe of proved reserves;

F-37

• well additions, extensions and discoveries of approximately 1,591 MBoe, as approximately 342 gross horizontal well locations were converted from probable, possible and contingent resources to proved, due to continuous activity and delineation of additional zones on our mineral and royalty interests;

• negative revisions of 2,645 MBoe attributable to reduction in SEC pricing;

• as a result of decreased operator activity throughout 2020, a reclass of 7,036 MBoe to non-proved due to future locations falling outside the SEC five-year rule for PUDs; and

• positive revision of 1,410 MBoe attributable to estimate ultimate recovery (“EUR”) adjustments, refined gas and NGL processing assumptions, and unit configuration.

Changes in proved reserves that occurred during 2019 were primarily due to:

• the acquisition of additional mineral interests located in the Permian, Anadarko, DJ and Williston Basins in multiple transactions, which included 7,242 MBoe of additional proved reserves which is comprised of 7,651 MBoe of acquired proved reserves and divestiture of 409 MBoe of proved reserves within the year;

• well additions extensions and discoveries of approximately 4,110 MBoe, as approximately 900 gross horizontal well locations were converted from probable, possible and contingent resources to proved, due to continuous activity and delineation of additional zones on our mineral and royalty interests; and

• net volume revisions of approximately 2,299 MBoe. These revisions were comprised of 902 MBoe of negative revisions attributable to pricing as well as approximately 1,397 MBoe attributable to operator development timing, unit configuration and EUR adjustments to existing proved locations.

Standardized Measure of Discounted Future Net Cash Flows

Guidelines prescribed in FASB’s Accounting Standards Codification (“ASC”) Topic 932 Extractive Industries—Oil and Gas, have been followed for computing a standardized measure of future net cash flows and changes therein relating to estimated proved reserves. Future cash inflows are determined by applying prices and costs, including transportation, quality, and basis differentials, to the year-end estimated quantities of oil, natural gas and NGLs to be produced in the future. The resulting future net cash flows are reduced to present value amounts by applying a ten percent annual discount factor.

The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC. These assumptions do not necessarily reflect Brigham Resources’ expectations of actual revenues to be derived from those reserves, nor their present value. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process. Reserve estimates are inherently imprecise and estimates of new discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available.

The following summary sets forth the future net cash flows relating to proved oil and gas reserves based on the standardized measure prescribed in ASC Topic 932:

	For the Years Ended December 31,
(In Thousands)	2021			2020			2019
Future crude oil, natural gas, and NGL sales	$	1,512,784		$	562,545		$	1,042,118
Future severance tax and ad valorem taxes		(109,849	)		(39,318	)		(73,627	)
Future income tax expense		(214,311	)		(46,908	)		(143,599	)
Future net cash flows		1,188,624			476,319			824,892
10% annual discount		(549,768	)		(205,551	)		(359,258	)
Standardized measure of discounted future net cash flows	$	638,856		$	270,768		$	465,634
Standardized measure of discounted future net cash flows attributable to temporary equity	$	121,383		$	62,853		$	186,999

F-38

The following prices were used in the determination of standardized measure:

	For the Years Ended December 31,
	2021		2020		2019
Oil (per Bbl)	$	64.46	$	36.35	$	51.01
Natural gas (per Mcf)		3.22		1.03		1.51
NGLs (per Bbl)		26.65		8.19		14.39

These prices were based on the 12-month arithmetic average first-of-month West Texas Intermediate (“WTI”) price of oil and Henry Hub price of natural gas. The NGL pricing varied by basin at 29% to 41% of WTI. All p rices have been adjusted for transportation, quality, basis differentials and post-production costs.

The principal sources of change in the standardized measure of discounted future net cash flows are:

	For the Years Ended December 31,
(In Thousands)	2021			2020			2019
Standardized measure of discounted future net cash flows, beginning of the year	$	270,768		$	465,634		$	443,459
Changes in the year resulting from:
Sales, less production costs		(140,561	)		(73,654	)		(86,492	)
Revisions of previous quantity estimates		106,664			(135,926	)		(41,539	)
Extensions, discoveries, and other additions		74,305			21,011			69,057
Net change in prices and production costs		268,687			(131,886	)		(99,660	)
Accretion of discount		23,763			54,741			51,949
Purchase of reserves in place		151,547			27,241			137,819
Divestitures of reserves in place		(2,375	)		(250	)		(5,783	)
Net change in taxes		(87,960	)		53,786			(5,739	)
Timing differences and other		(25,982	)		(9,929	)		2,563
Standardized measure of discounted future net cash flows, end of the year	$	638,856		$	270,768		$	465,634

Capitalized oil and natural gas costs

The aggregate amounts of costs capitalized for oil and natural gas producing activities and related aggregate amounts of accumulated depletion follow:

	For the Years Ended December 31,
(In Thousands)	2021			2020			2019
Oil and gas properties, at cost, using full cost method of accounting:
Unevaluated property	$	338,613		$	325,091		$	291,664
Evaluated property		633,138			488,301			449,061
Total oil and gas properties, at cost		971,751			813,392			740,725
Less accumulated depreciation, depletion, and amortization		(239,612	)		(189,546	)		(61,103	)
Total oil and gas properties, net	$	732,139		$	623,846		$	679,622

Costs incurred in oil and natural gas activities

The following costs were incurred in oil and natural gas producing activities:

	For the Years Ended December 31,
(In Thousands)	2021		2020		2019
Acquisition of oil and gas properties
Unevaluated	$	51,934	$	35,725	$	78,093
Evaluated		98,377		30,856		140,025
Total	$	150,311	$	66,581	$	218,118

F-39

EX-99.3

Exhibit 99.3

Item 1. — Financial Statements (Unaudited)

BRIGHAM MINERALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	September 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	32,995		$	20,819
Restricted cash		6,629			200
Accounts receivable		63,317			30,539
Prepaid expenses and other		3,196			3,145
Total current assets		106,137			54,703
Oil and gas properties, at cost, using the full cost method of accounting:
Unevaluated property		310,783			338,613
Evaluated property		754,418			633,138
Less accumulated depreciation, depletion, and amortization		(354,361	)		(239,612	)
Oil and gas properties, net		710,840			732,139
Other property and equipment		3,559			2,060
Less accumulated depreciation		(1,629	)		(1,280	)
Other property and equipment, net		1,930			780
Operating lease right-of-use asset		5,883			6,764
Deferred tax asset		39,485			25,308
Other assets, net		1,202			1,183
Total assets	$	865,477		$	820,877
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	21,923		$	20,473
Current operating lease liability		1,211			1,178
Total current liabilities		23,134			21,651
Long-term bank debt		73,000			93,000
Non-current operating lease liability		4,831			5,742
Other non-current liabilities		2,427			810
Equity:
Preferred stock, $0.01 par value; 50,000,000 authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021		—			—
Class A common stock, $0.01 par value; 400,000,000 authorized, 54,734,157 shares issued and 54,175,458 shares outstanding at September 30, 2022; 400,000,000 authorized, 48,796,518 shares issued and 48,359,888 shares outstanding at December 31, 2021		547			488
Class B common stock, $0.01 par value; 150,000,000 authorized, 6,270,684 shares issued and outstanding at September 30, 2022; 150,000,000 authorized, 11,371,517 shares issued and outstanding at December 31, 2021		—			—
Additional paid-in capital		760,879			634,564
Accumulated deficit		(91,218	)		(105,096	)
Treasury stock, at cost; 558,699 shares at September 30, 2022 and 436,630 shares at December 31, 2021		(6,338	)		(3,527	)
Total equity attributable to Brigham Minerals, Inc.		663,870			526,429
Non-controlling interests		98,215			173,245
Total equity	$	762,085		$	699,674
Total liabilities and equity	$	865,477		$	820,877

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

BRIGHAM MINERALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
REVENUES
Mineral and royalty revenues	$	92,750		$	40,473		$	253,148		$	109,654
Lease bonus and other revenues		1,456			1,491			3,365			3,894
Total revenues		94,206			41,964			256,513			113,548
OPERATING EXPENSES
Gathering, transportation and marketing		2,962			1,641			7,211			4,967
Severance and ad valorem taxes		5,972			2,372			15,664			6,505
Depreciation, depletion, and amortization		14,964			8,682			40,726			27,129
General and administrative		12,875			5,729			24,330			16,868
Total operating expenses		36,773			18,424			87,931			55,469
INCOME FROM OPERATIONS		57,433			23,540			168,582			58,079
Interest expense, net		(1,046	)		(451	)		(3,114	)		(1,105	)
Other income, net		6			36			40			51
Income before income taxes		56,393			23,125			165,508			57,025
Income tax expense		11,950			4,214			31,820			10,717
NET INCOME	$	44,443		$	18,911		$	133,688		$	46,308
Less: Net income attributable to non-controlling interest		(5,984	)		(4,698	)		(21,998	)		(12,311	)
Net income attributable to Brigham Minerals, Inc. stockholders	$	38,459		$	14,213		$	111,690		$	33,997
NET INCOME PER COMMON SHARE
Basic	$	0.71		$	0.31		$	2.16		$	0.77
Diluted	$	0.69		$	0.31		$	2.09		$	0.75
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		53,943			45,198			51,663			44,216
Diluted		55,942			45,888			53,463			45,056

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

BRIGHAM MINERALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(in thousands)

	Class A Common Stock					Class B Common Stock					Additional Paid-In Capital			Accumulated Deficit			Treasury Stock					Non-controlling Interest			Total Equity
	Shares			Amount		Shares			Amount								Shares		Amount
Balance - December 31, 2021		48,360		$	488		11,372		$	—	$	634,564		$	(105,096	)		437	$	(3,527	)	$	173,245		$	699,674
Issuance of common stock		800			8		—			—		20,378			—			—		—			—			20,386
Conversion of shares of Class B Common Stock to Class A Common Stock		2,190			22		(2,190	)		—		34,417			—			—		—			(34,439	)		—
Deferred tax asset arising from conversion of shares of Class B Common Stock to Class A Common Stock		—			—		—			—		6,203			—			—		—			—			6,203
Share-based compensation		—			—		—			—		2,703			—			—		—			—			2,703
Restricted stock forfeitures		(2	)		—		—			—		—			—			—		—			—			—
Dividends and distributions declared		—			—		—			—		—			(22,280	)		—		—			(5,743	)		(28,023	)
Issuance of common stock upon vesting of RSUs, net of shares withheld for income taxes		1			—		—			—		—			—			—		—			—			—
Net income		—			—		—			—		—			30,982			—		—			8,083			39,065
Balance - March 31, 2022		51,349		$	518		9,182		$	—	$	698,265		$	(96,394	)		437	$	(3,527	)	$	141,146		$	740,008
Acquisition post-closing adjustment		(122	)		—		—			—		—			—			122		(2,811	)		—			(2,811	)
Conversion of shares of Class B Common Stock to Class A Common Stock		2,316			23		(2,316	)		—		35,759			—			—		—			(35,782	)		—
Deferred tax asset arising from conversion of shares of Class B Common Stock to Class A Common Stock		—			—		—			—		8,679			—			—		—			—			8,679
Shares surrendered for tax withholdings on vested RSAs		(8	)		—		—			—		(197	)		—			—		—			—			(197	)
Share-based compensation		—			—		—			—		3,517			—			—		—			—			3,517
Dividends and distributions declared		—			—		—			—		—			(32,638	)		—		—			(5,506	)		(38,144	)
Issuance of common stock upon vesting of RSUs, net of shares withheld for income taxes		45			—		—			—		(1	)		—			—		—			—			(1	)
Net income		—			—		—			—		—			42,249			—		—			7,931			50,180
Balance - June 30, 2022		53,580		$	541		6,866		$	—	$	746,022		$	(86,783	)		559	$	(6,338	)	$	107,789		$	761,231
Conversion of shares of Class B Common Stock to Class A Common Stock		595			6		(595	)		—		9,550			—			—		—			(9,556	)		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

	Class A Common Stock					Class B Common Stock					Additional Paid-In Capital			Accumulated Deficit			Treasury Stock					Non-controlling Interest			Total Equity
	Shares			Amount		Shares			Amount								Shares		Amount
Deferred tax asset arising from conversion of shares of Class B Common Stock to Class A Common Stock		—			—		—			—		1,793			—			—		—			—			1,793
Share-based compensation		—			—		—			—		3,514			—			—		—			—			3,514
Dividends and distributions declared		—			—		—			—		—			(42,894	)		—		—			(6,002	)		(48,896	)
Net income		—			—		—			—		—			38,459			—		—			5,984			44,443
Balance – September 30, 2022		54,175		$	547		6,271		$	—	$	760,879		$	(91,218	)		559	$	(6,338	)	$	98,215		$	762,085
Balance - December 31, 2020		43,558		$	440		13,168		$	—	$	601,129		$	(92,392	)		437	$	(3,527	)	$	—		$	505,650
Adjustment of temporary equity to carrying value		—			—		—			—		(54,294	)		—			—		—			—			(54,294	)
Reclassification from temporary equity to non-controlling interest		—			—		—			—		—			—			—		—			202,496			202,496
Conversion of shares of Class B Common Stock to Class A Common Stock		112			1		(112	)		—		1,720			—			—		—			(1,721	)		—
Reduction in deferred tax asset arising from conversion of shares of Class B Common Stock to Class A Common Stock		—			—		—			—		(480	)		—			—		—			—			(480	)
Share-based compensation		—			—		—			—		3,933			—			—		—			—			3,933
Restricted stock forfeitures		(4	)		—		—			—		—			—			—		—			—			—
Dividends and distributions declared		—			—		—			—		—			(11,788	)		—		—			(3,447	)		(15,235	)
Net income		—			—		—			—		—			8,596			—		—			1,553			10,149
Balance - March 31, 2021		43,666		$	441		13,056		$	—	$	552,008		$	(95,584	)		437	$	(3,527	)	$	198,881		$	652,219
Conversion of shares of Class B Common Stock to Class A Common Stock		1,403			14		(1,403	)		—		21,243			—			—		—			(21,257	)		—
Deferred tax asset arising from conversion of shares of Class B Common Stock to Class A Common Stock		—			—		—			—		2,666			—			—		—			—			2,666
Share-based compensation		—			—		—			—		4,410			—			—		—			—			4,410
Restricted stock forfeitures		(1	)		—		—			—		—			—			—		—			—			—
Shares surrendered for tax withholdings on vested RSAs		(9	)		—		—			—		(145	)		—			—		—			—			(145	)
Issuance of common stock upon vesting of RSUs, net of shares withheld for income taxes		75			1		—			—		(1	)		—			—		—			—			—
Dividends and distributions declared		—			—		—			—		—			(14,907	)		—		—			(4,449	)		(19,356	)
Net income		—			—		—			—		—			11,188			—		—			4,138			15,326

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

	Class A Common Stock				Class B Common Stock					Additional Paid-In Capital			Accumulated Deficit			Treasury Stock					Non-controlling Interest			Total Equity
	Shares		Amount		Shares			Amount								Shares		Amount
Balance - June 30, 2021		45,134	$	456		11,653		$	—	$	580,181		$	(99,303	)		437	$	(3,527	)	$	177,313		$	655,120
Conversion of shares of Class B Common Stock to Class A Common Stock		112		1		(112	)		—		1,697			—			—		—			(1,698	)		—
Reduction in deferred tax asset arising from conversion of shares of Class B Common Stock to Class A Common Stock		—		—		—			—		(399	)		—			—		—			—			(399	)
Share-based compensation		—		—		—			—		4,669			—			—		—			—			4,669
Dividends and distributions declared		—		—		—			—		—			(16,527	)		—		—			(4,708	)		(21,235	)
Net income		—		—		—			—		—			14,213			—		—			4,698			18,911
Balance - September 30, 2021		45,246	$	457		11,541		$	—	$	586,148		$	(101,617	)		437	$	(3,527	)	$	175,605		$	657,066

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

BRIGHAM MINERALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	133,688		$	46,308
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		40,726			27,129
Share-based compensation expense		5,401			7,537
Amortization of debt issuance costs		467			217
Deferred income tax expense		2,499			2,794
Credit losses		274			144
Changes in operating assets and liabilities:
(Increase) in accounts receivable		(33,052	)		(10,999	)
(Increase) in other current assets		(49	)		(1,753	)
Increase in accounts payable and accrued liabilities		12,773			968
Increase in other long-term liabilities		—			20
Net cash provided by operating activities	$	162,727		$	72,365
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to oil and gas properties		(71,748	)		(49,203	)
Additions to other fixed assets		(1,373	)		(28	)
Proceeds from sale of oil and gas properties, net		74,370			4,441
Net cash provided by (used in) investing activities	$	1,249		$	(44,790	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of long-term debt		(70,000	)		(4,000	)
Borrowing of long-term debt		50,000			37,000
Offering costs of Class A common stock		(78	)		—
Dividends paid		(97,574	)		(41,374	)
Distribution to holders of non-controlling interest		(17,490	)		(12,668	)
Debt issuance costs		(486	)		(247	)
Payment of employee tax withholding for settlement of equity compensation awards		(9,743	)		(1,136	)
Net cash used in financing activities	$	(145,371	)	$	(22,425	)
Change in cash and cash equivalents and restricted cash		18,605			5,150
Cash and cash equivalents and restricted cash, beginning of period		21,019			9,144
Cash and cash equivalents and restricted cash, end of period	$	39,624		$	14,294
Supplemental disclosure of noncash activity:
Accrued capital expenditures	$	284		$	36
Capitalized share-based compensation cost	$	4,476		$	5,475
Issuance of Class A common stock for acquisitions of oil and gas properties, net	$	17,629		$	—
Temporary equity cumulative adjustment to redemption value	$	—		$	54,294
Supplemental cash flow information:
Cash payments for loan commitment fees and interest	$	(2,789	)	$	(898	)
Tax payments, net of refunds	$	(23,655	)	$	(6,481	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

BRIGHAM MINERALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business and Basis of Presentation

Description of the Business

Brigham Minerals, Inc. (together with its wholly owned subsidiaries, “Brigham Minerals,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a holding company whose sole material asset consists of an 89.6% interest in Brigham Minerals Holdings, LLC (“Brigham LLC”), which indirectly owns Brigham Minerals, LLC and Rearden Minerals, LLC (collectively, the “Minerals Subsidiaries”). The Minerals Subsidiaries acquire and actively manage a portfolio of mineral and royalty interests in the core of what we view as the most active, highly economic, liquids-rich resource plays across the continental United States.

Our portfolio is comprised of mineral and royalty interests across five of the most highly economic, liquids-rich resource plays in the continental United States, including the Delaware and Midland Basins in West Texas and New Mexico, the Anadarko Basin in Oklahoma, the Denver-Julesburg (“DJ”) Basin in Colorado and Wyoming and the Williston Basin in North Dakota. Our highly technical approach towards mineral acquisitions in the geologic core of top-tier resource plays has purposefully led to a concentrated portfolio covering 38 of the most highly active counties for horizontal drilling in the continental United States.

Merger Announcement

On September 6, 2022, the Company and Brigham LLC, entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”) with Sitio Royalties Corp., a Delaware corporation (“Sitio”), Sitio Royalties Operating Partnership, LP (“Opco LP”), Snapper Merger Sub I, Inc. (“New Sitio”), Snapper Merger Sub IV, Inc. (“Brigham Merger Sub”), Snapper Merger Sub V, Inc. (“Sitio Merger Sub”) and Snapper Merger Sub II, LLC (“Opco Merger Sub LLC”).

Pursuant to the terms of the merger agreement, Sitio will acquire the Company in an all-stock transaction through: (i) the merger of Brigham Merger Sub with and into the Company (the “Brigham Merger”), with the Company surviving the Brigham Merger as a wholly owned subsidiary of New Sitio, (ii) simultaneously with the Brigham Merger, the merger of Sitio Merger Sub with and into Sitio (the “Sitio Merger” and together with the Brigham Merger, the “Pubco Mergers”), with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio, and (iii) immediately thereafter, the merger of Opco Merger Sub LLC with and into Brigham LLC (the “Opco Merger,” and, together with the Brigham Merger and the Sitio Merger, the “Mergers”), with Brigham LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP, in each case on the terms set forth in the merger agreement. The Sitio Merger and the Brigham Merger shall become effective concurrently (such time as the Sitio Merger and the Brigham Merger become effective, the “First Effective Time”), and the Opco Merger shall become effective immediately following the First Effective Time (such time as the Opco Merger becomes effective, the “Second Effective Time”).

If the Mergers are completed, (i) at the First Effective Time, (A) each share of the Company’s Class A common stock, par value $0.01 per share (the “Brigham Class A Common Stock”), issued and outstanding immediately prior to the First Effective Time will be converted into the right to receive 1.133 fully-paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of New Sitio (the “New Sitio Class A Common Stock”), (B) each share of the Company’s Class B common stock, par value $0.01 per share (the “Brigham Class B Common Stock”), issued and outstanding immediately prior to the First Effective Time will be converted into the right to receive 1.133 fully-paid and nonassessable shares of Class C common stock, par value $0.0001 per share, of New Sitio (the “New Sitio Class C Common Stock” and together with the New Sitio Class A Common Stock, the “New Sitio Common Stock”), (C) each share of Sitio’s Class A common stock, par value $0.0001 per share (the “Sitio Class A Common Stock”), issued and outstanding immediately prior to the First Effective Time will be converted into one share of New Sitio Class A Common Stock and (D) each share of Sitio’s Class C common stock, par value $0.0001 per share (the “Sitio Class C Common Stock”), issued and outstanding immediately prior to the First Effective Time, will be converted into one share of New Sitio Class C Common Stock, in each case, excluding shares owned by us, Sitio or any of our or Sitio’s wholly owned subsidiaries and, to the extent applicable, shares

7

owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporation Law (the “DGCL”) and, (ii) at the Second Effective Time, each Brigham LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into the right to receive 1.133 common units representing limited partnership interests in Opco LP (the “Opco LP Units”). Sitio stockholders immediately prior to the First Effective Time will own approximately 54% of the outstanding shares of New Sitio after the Pubco Mergers, and the Company’s stockholders immediately prior to the First Effective Time will own approximately 46% of the outstanding shares of New Sitio after the Pubco Mergers.

The Mergers have been unanimously approved by the boards of directors of both companies. The closing of the Mergers is subject to customary closing conditions, including regulatory clearance and approvals by the shareholders of Sitio and the Company.

The merger agreement contains termination rights for each of the Company and Sitio, including, among others, if the consummation of the merger does not occur on or before June 6, 2023. Upon termination of the merger agreement under specified circumstances, the Company may be required to pay Sitio a termination fee equal to $65.0 million. Upon termination of the merger agreement under specified circumstances, Sitio may be required to pay the Company a termination fee equal to $75.0 million.

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements of Brigham Minerals have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), except that, in accordance with the instructions to Form 10-Q, they do not include all of the notes required for financial statements prepared in conformity with U.S. GAAP. Accordingly, the accompanying unaudited interim financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022 (the “Annual Report”). The unaudited interim financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair representation. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2022. Brigham Minerals operates in one segment: oil and natural gas exploration and production.

As the primary beneficiary, Brigham Minerals consolidates the financial results of Brigham LLC and its subsidiaries and reports the interest related to the portion of the units in Brigham LLC not owned by Brigham Minerals as non-controlling interest, which will reduce net income attributable to the holders of Brigham Minerals’ Class A common stock. For more information, see “Note 10—Non-controlling interest.”

2. Summary of Significant Accounting Policies

Use of Estimates

These condensed consolidated financial statements and related notes are presented in accordance with GAAP. Preparation in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and accompanying notes. Although management believes these estimates are reasonable, actual results could differ from these estimates. Changes in estimates are recorded prospectively.

The accompanying condensed consolidated financial statements are based on a number of significant estimates including quantities of oil, natural gas and NGL reserves that are the basis for the calculations of depreciation, depletion, amortization (“DD&A”) and impairment of oil and natural gas properties. Reservoir engineering is a subjective process of estimating underground accumulations of oil and natural gas and there are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may differ from the quantities of oil and natural gas that are ultimately recovered. Brigham Minerals’ year-end reserve estimates are audited by Cawley, Gillespie & Associates, Inc., an independent petroleum engineering firm. Quarterly reserve estimates are internally generated by our in-house engineering staff. Other items subject to significant estimates and assumptions include the carrying amount of oil and natural gas properties, share-based compensation costs, and revenue accruals.

8

Significant Accounting Policies

Significant accounting policies are disclosed in Brigham Minerals’ audited consolidated financial statements and notes for the year ended December 31, 2021, presented in the Annual Report. There have been no changes in such policies or the application of such policies during the three and nine months ended September 30, 2022.

Accounts Receivable

Brigham Minerals routinely reviews outstanding balances, assesses the financial strength of its operators and records a reserve for amounts not expected to be fully recovered, using a current expected credit loss model. We did not record credit losses for the three months ended September 30, 2022. We recorded credit losses of $0.3 million for the nine months ended September 30, 2022 and $0.1 million for the three and nine months ended September 30, 2021 which was included in general and administrative expenses.

As of September 30, 2022 and December 31, 2021, accounts receivable was comprised of the following (in thousands):

	September 30, 2022			December 31, 2021
Accounts receivable
Oil and gas sales	$	62,187		$	30,485
Reserve for credit losses		(735	)		(995	)
Other		1,865			1,049
Total accounts receivable	$	63,317		$	30,539

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject Brigham Minerals to concentrations of credit risk consist of cash, accounts receivable, and its revolving credit facility. Cash and cash equivalents are held in a few financial institutions in amounts that may, at times, exceed federally insured limits. However, no losses have been incurred and management believes that counterparty risks are minimal based on the reputation and history of the institutions selected. Accounts receivable are concentrated among operators and purchasers engaged in the energy industry within the United States. Management periodically assesses the financial condition of these entities and institutions and considers any possible credit risk to be minimal. Concentrations of oil and gas sales to significant customers (operators) are presented in the table below.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Occidental Petroleum Corp		15	%		10	%		13	%		11	%
Pioneer Natural Resources		12	%		7	%		13	%		6	%
Chevron		12	%		3	%		11	%		3	%
Exxon Mobil Corp		8	%		12	%		9	%		14	%
Continental Resources Inc.		5	%		11	%		6	%		11	%
ConocoPhillips Company		5	%		11	%		5	%		12	%

Management does not believe that the loss of any customer would have a long-term material adverse effect on our financial position or the results of operations. For the three and nine months ended September 30, 2022, we received revenues from over 170 operators with approximately 72% of revenues coming from the top ten operators on our properties. For the three and nine months ended September 30, 2021, we received revenues from over 140 operators with approximately 66% of revenues coming from the top ten operators on our properties.

9

3. Oil and Gas Properties

Brigham Minerals uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs incurred for the purpose of acquiring mineral and royalty interests are capitalized into a full cost pool. In addition, certain internal costs (or “capitalized general and administrative costs”), are also included in the full cost pool. Capitalized general and administrative costs were $3.1 million during the three months ended September 30, 2022 and 2021 and $9.2 million and $8.8 million for the nine months ended September 30, 2022 and 2021, respectively. Capitalized costs do not include any costs related to general corporate overhead or similar activities, which are expensed in the period incurred. Oil and gas properties consisted of the following (in thousands):

	September 30, 2022			December 31, 2021
Oil and gas properties, at cost, using the full cost method of accounting:
Unevaluated property	$	310,783		$	338,613
Evaluated property		754,418			633,138
Total oil and gas properties, at cost		1,065,201			971,751
Less accumulated depreciation, depletion, and amortization		(354,361	)		(239,612	)
Total oil and gas properties, net	$	710,840		$	732,139

Capitalized costs are depleted on a unit of production basis based on proved oil and natural gas reserves. Depletion expense was $14.8 million and $8.6 million for the three months ended September 30, 2022 and 2021, respectively, and $40.4 million and $27.0 million for the nine months ended September 30, 2022 and 2021, respectively. The increases in depletion expense recognized in the three and nine months ended September 30, 2022 were primarily due to higher production volumes. Average depletion of proved properties was $10.76 per Boe and $10.34 per Boe for the three months ended September 30, 2022 and 2021, respectively, and $11.07 per Boe and $10.98 per Boe for the nine months ended September 30, 2022 and 2021, respectively.

Under the full cost method of accounting, total capitalized costs of oil and natural gas properties, net of accumulated depletion and related deferred income taxes, may not exceed an amount equal to the present value of future net revenues from proved reserves, discounted at 10% per annum (“PV-10”), plus the cost of unevaluated properties, less related income tax effects (the “ceiling test”). A write-down of the carrying value of the full cost pool (“impairment charge”) is a noncash charge that reduces earnings and impacts equity in the period of occurrence and typically results in lower depletion expense in future periods. A ceiling test is calculated at each reporting period. The ceiling test calculation is prepared using an unweighted arithmetic average of oil prices (“SEC oil price”) and natural gas prices (“SEC gas price”) as of the first day of each month for the trailing 12-month period ended, adjusted by area for energy content, transportation fees and regional price differentials, as required under the guidelines established by the SEC. At September 30, 2022 and September 30, 2021, the SEC oil price and SEC gas price used in the calculation of the ceiling test, adjusted by area for energy content, transportation fees and regional price differentials, was $91.71 and $57.69, respectively, per barrel of oil, and $6.07 and $3.00, respectively, per MMBtu of natural gas. There were no impairment charges during the three and nine months ended September 30, 2022 or 2021.

A decline in the SEC oil price or the SEC gas price could lead to impairment charges in the future and such impairment charges could be material. In addition to the impact of lower prices, any future changes to assumptions of drilling and completion activity, development timing, acquisitions or divestitures of oil and gas properties, proved undeveloped locations, and production and other estimates may require revisions to estimates of total proved reserves which would impact the amount of any impairment charge.

4. Acquisitions and Divestitures

Midland Acquisition

On August 22, 2022, Brigham LLC entered into a definitive purchase and sale agreement (the “Purchase Agreement”) with Avant Royalties, LP, Avant Royalties II, LP and Avant Royalties II Sidecar Fund, LP (collectively, the “Sellers”), pursuant to which Brigham LLC agreed to acquire certain mineral and royalty interests from the Sellers (the “Midland Acquisition”) for $132.5 million in cash, subject to customary closing adjustments. The Midland Acquisition was completed on October 21, 2022 and has an effective date of July 1, 2022. The Company financed the Midland Acquisition through a combination of cash on hand and borrowings under the Company’s revolving credit facility.

10

DJ Acquisition

On December 15, 2021, the Company completed the acquisition of approximately 8,400 net royalty acres primarily in Weld County, Colorado for $89.4 million, consisting of 2.2 million shares of the Company’s Class A common stock valued at $46.3 million and $43.1 million of cash, net of $1.7 million of customary closing adjustments (the “DJ Acquisition”). During the nine months ended September 30, 2022, the Company received customary post-closing adjustments from the seller consisting of $1.9 million in cash and 122,069 shares of the Company’s Class A common stock valued at $2.8 million which has been retained as treasury stock. The post-closing adjustments were recorded as a reduction of evaluated oil and gas properties.

Echo Acquisition

On March 31, 2022, the Company completed the acquisition of approximately 1,800 net royalty acres in the Midland Basin largely operated by Pioneer Natural Resources and Endeavor Energy Resources for $34.8 million, consisting of $14.4 million in cash, net of $0.6 million of customary closing adjustments, and 800,000 shares of the Company’s Class A common stock valued at $20.4 million (the “Echo Acquisition”). The cash portion of the purchase price was funded by cash on hand. Subsequent to the closing of the Echo Acquisition, the Company received customary post-closing adjustments from the seller of $1.3 million in cash.

The Echo Acquisition has been accounted for as an asset acquisition and the allocation of the purchase price was $16.8 million to unevaluated properties and $16.7 million to evaluated properties.

Other Acquisitions

During the nine months ended September 30, 2022 and 2021, Brigham Minerals entered into a number of additional other acquisitions of mineral and royalty interests from various sellers in Texas, Oklahoma, Colorado, New Mexico, and North Dakota, as reflected in the tables below (in thousands).

	Oil and Gas Properties Acquired				Cash Consideration
	Evaluated		Unevaluated
Quarter Ended March 31, 2022	$	4,562	$	4,340	$	8,902
Quarter Ended June 30, 2022		31,568		6,866		38,434
Quarter Ended September 30, 2022		4,757		8,153		12,910
	$	40,887	$	19,359	$	60,246

	Oil and Gas Properties Acquired				Cash Consideration
	Evaluated		Unevaluated
Quarter Ended March 31, 2021	$	9,073	$	12,776	$	21,849
Quarter Ended June 30, 2021		8,842		5,594		14,436
Quarter Ended September 30, 2021		2,732		10,077		12,809
	$	20,647	$	28,447	$	49,094

The change in the oil and natural gas property balance is comprised of payments for acquisitions of minerals, land brokerage costs and capitalized general and administrative expenses that for the nine months ended September 30, 2022 and 2021 were funded with our retained operating cash flow, proceeds from asset sales and our revolving credit facility (as hereinafter defined).

Divestitures

During the nine months ended September 30, 2022, Brigham Minerals divested certain non-core, mostly undeveloped acreage totaling 13,535 net royalty acres in the Anadarko Basin and received cash proceeds of $74.4 million, net of customary closing adjustments. These sales were accounted for as adjustments to the full cost pool, with no gains or losses recognized.

11

5. Revenue From Contracts With Customers

Mineral and royalty revenues

Mineral and royalty revenues are generally recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All of the Company’s oil, natural gas and NGL sales are made under contracts with customers (operators). The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery of oil and natural gas to its customers. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment for oil, natural gas and NGL sales within 60 days of the month of delivery, however this can extend approximately six months after initial production from the well as our team works with the operator to put us into pay status. The Company’s contracts for oil, natural gas and NGL sales are standard industry contracts that include variable consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts and other adjustments and deductions. As each unit of product represents a separate performance obligation and the consideration is variable as it relates to oil and natural gas prices, Brigham Minerals recognizes revenue from oil and natural gas sales using the allocation exception for variable consideration in ASC 606.

During the three and nine months ended September 30, 2022 and 2021, the disaggregated revenues from sales of oil, natural gas and NGLs are as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Oil sales	$	67,132	$	28,480	$	184,235	$	78,022
Natural gas sales		16,016		7,309		40,296		19,450
NGL sales		9,602		4,684		28,617		12,182
Total mineral and royalty revenues	$	92,750	$	40,473	$	253,148	$	109,654

Lease bonus and other income

Brigham Minerals also earns revenue from lease bonuses, delay rentals, and right-of-way payments. We generate lease bonus revenue by leasing our mineral interests to exploration and production companies. A lease agreement represents our contract with a customer and generally transfers the rights to any oil or natural gas discovered, grants us a right to a specified royalty interest, and requires that drilling and completion operations commence within a specified time period. The Company recognizes lease bonus revenues when the lease agreement has been executed, payment has been received, and the Company has no further obligation to refund the payment. At the time Brigham Minerals executes the lease agreement, Brigham Minerals expects to receive the lease bonus payment within a reasonable time, though in no case more than one year, such that Brigham Minerals has not adjusted the expected amount of consideration for the effects of any significant financing component per the practical expedient in ASC 606. Brigham Minerals also recognizes revenue from delay rentals to the extent drilling has not started within the specified period, payment has been received, and we have no further obligation to refund the payment. Right-of-way payments are recorded by the Company when the agreement has been executed, payment is determined to be collectable, and the Company has no further obligation to refund the payment.

Allocation of transaction price to remaining performance obligations

Mineral and royalty revenues

Brigham Minerals’ right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of our royalty income contracts.

Lease bonus and other income

Given that Brigham Minerals does not recognize lease bonus or other income until a lease agreement has been executed, at which point its performance obligation has been satisfied, and payment is received, Brigham Minerals does not record revenue for unsatisfied or partially unsatisfied performance obligations as of the end of the reporting period.

12

Prior-period performance obligations

Brigham Minerals records revenue in the month production is delivered to the purchaser. As a non-operator, Brigham Minerals has limited visibility into the timing of when new wells start producing and production statements may not be received for 30 to 90 days or more after the date production is delivered. As a result, Brigham Minerals is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. The expected sales volumes and prices for these properties are estimated and recorded within the accounts receivable line item in the accompanying condensed consolidated balance sheets. The difference between the Company’s estimates and the actual amounts received for oil and natural gas sales is recorded in the month that payment is received from the third party. For the three and nine months ended September 30, 2022, revenue recognized in the reporting periods related to performance obligations satisfied in prior reporting periods was approximately 16.4% and 2.3% of total revenues, respectively.

6. Fair Value Measurements

We classify financial assets and liabilities that are measured and reported at fair value on a recurring basis using a hierarchy based on the inputs used in measuring fair value. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We classify the inputs used to measure fair value into the following hierarchy:

• Level 1: Inputs based on quoted market prices in active markets for identical assets or liabilities at the measurement date.

• Level 2: Inputs based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable and can be corroborated by observable market data.

• Level 3: Inputs that reflect management’s best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer would be reported at the beginning of the period in which the change occurs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

We had no financial assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2022 and December 31, 2021.

Brigham Minerals had no transfers into or out of Level 1 and no transfers into or out of Level 2 for the nine months ended September 30, 2022 and September 30, 2021.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Certain non-financial assets and liabilities, such as assets and liabilities acquired in a business combination, are measured at fair value on a nonrecurring basis on the acquisition date and are subject to fair value adjustments under certain circumstances. The inputs used to determine such fair value are primarily based upon internally developed cash flow models and include factors such as estimates of economic reserves, future commodity prices and risk-adjusted discount rates, and are classified within Level 3.

Fair Value of Other Financial Instruments

The carrying value of cash, trade and other receivables and trade payables are considered to be representative of their respective fair values due to the short-term nature of these instruments. The carrying amount of debt outstanding pursuant to our revolving credit facility approximates fair value as interest rates on the revolving credit facility approximate current market rates. We categorized our long-term debt within Level 2 of the fair value hierarchy.

13

7. Long-Term Debt

Revolving Credit Facility

On May 16, 2019, Brigham Resources, LLC (“Brigham Resources”), a wholly-owned subsidiary of Brigham LLC, entered into a credit agreement with Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”) for the various lenders from time to time party thereto, providing for a revolving credit facility (our “revolving credit facility”). Our revolving credit facility is guaranteed by Brigham Resources’ domestic subsidiaries and is collateralized by a lien on a substantial portion of Brigham Resources and its domestic subsidiaries’ assets, including a substantial portion of their respective royalty and mineral properties.

On July 7, 2021, Brigham Resources entered into the Third Amendment to the credit agreement (the “Third Amendment”). The Third Amendment, among other things, evidenced an increase of the borrowing base and elected commitments under the prior credit agreement from $135.0 million to $165.0 million and the addition of leverage (maximum 3.00x) and liquidity (minimum 10% of total net revolving commitments) conditions to Brigham Resources’ ability to pay dividends or distributions (other than permitted tax distributions) to the owners of its equity interests.

On December 15, 2021, Brigham Resources entered into the Fourth Amendment to the credit agreement (the “Fourth Amendment”). The Fourth Amendment, among other things, evidenced a further increase of the borrowing base and elected commitments under the prior credit agreement from $165.0 million to $230.0 million.

On June 3, 2022, Brigham Resources entered into the Fifth Amendment to the credit agreement (the “Fifth Amendment”). The Fifth Amendment, among other things, (1) evidenced an increase of the borrowing base and elected commitments under the Credit Agreement from $230.0 million to $290.0 million, respectively, (2) effected a transition of the benchmark interest rate from the London interbank offered rate (“LIBOR”) to the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York, by replacing reserve-adjusted LIBOR with term SOFR for one, three or six month interest periods, plus a fixed credit spread adjustment of 0.10% irrespective of elected tenor (subject to a floor of 0.00%), and (3) grandfathered all outstanding LIBOR borrowings at original LIBOR benchmark pricing through expiry of the applicable interest periods therefor.

Availability under our revolving credit facility is governed by a borrowing base, which is subject to redetermination semi-annually. In addition, lenders holding two-thirds of the aggregate commitments may request one additional redetermination each year. Brigham Resources can also request one additional redetermination each year, and such other redeterminations as appropriate when significant acquisition opportunities arise. The borrowing base is subject to further adjustments for asset dispositions, material title deficiencies, certain terminations of hedge agreements and issuances of permitted additional indebtedness. Increases to the borrowing base require unanimous approval of the lenders, while decreases only require approval of lenders holding two-thirds of the aggregate commitments at such time. The weighted average interest rate for the nine months ended September 30, 2022 was 3.31%. As of September 30, 2022, the borrowing base on our revolving credit facility was $290.0 million, with outstanding borrowings of $73.0 million, resulting in $217.0 million available for future borrowings. The Company expects the Administrative Agent to recommend a deferral of the redetermination of the Company’s borrowing base due to the pending merger, with the expectation that the borrowing base will be finalized in the first quarter of 2023.

Our revolving credit facility bears interest at a rate per annum equal to, at our option, the adjusted base rate or the adjusted LIBOR rate plus an applicable margin for tranches outstanding as of June 3, 2022 or the adjusted SOFR rate plus an applicable margin for tranches effective post June 3, 2022. The applicable margin is based on utilization of our revolving credit facility and ranges from (a) in the case of adjusted base rate loans, 1.500% to 2.500% and (b) in the case of adjusted LIBOR rate loans and adjusted SOFR rate loans, 2.500% to 3.500%. Brigham Resources may elect an interest period of one, three or six months. Interest is payable in arrears at the end of each interest period, but no less frequently than quarterly. A commitment fee is payable quarterly in arrears on the daily undrawn available commitments under our revolving credit facility in an amount ranging from 0.375% to 0.500% based on utilization of our borrowing base. Our revolving credit facility is subject to other customary fee, interest and expense reimbursement provisions.

14

Our revolving credit facility matures on May 16, 2024. Loans drawn under our revolving credit facility may be prepaid at any time without premium or penalty (other than customary SOFR breakage) and must be prepaid in the event that exposure exceeds the lesser of the borrowing base and the elected availability at such time. The principal amount of loans that are prepaid are required to be accompanied by accrued and unpaid interest and fees on such amounts. Loans that are prepaid may be reborrowed. In addition, Brigham Resources may permanently reduce or terminate in full the commitments under our revolving credit facility prior to maturity. Any excess exposure resulting from such permanent reduction or termination must be prepaid. Upon the occurrence of an event of default under our revolving credit facility, the Administrative Agent acting at the direction of the lenders holding a majority of the aggregate commitments at such time may accelerate outstanding loans and terminate all commitments under our revolving credit facility, provided that such acceleration and termination occurs automatically upon the occurrence of a bankruptcy or insolvency event of default.

Our revolving credit facility contains customary affirmative and negative covenants, including, without limitation, reporting obligations, restrictions on asset sales, restrictions on additional debt and lien incurrence and restrictions on making distributions (subject to Consolidated Total Leverage Ratio and liquidity thresholds) and investments. In addition, our revolving credit facility requires us to maintain (a) a current ratio of not less than 1.00 to 1.00 and (b) a ratio of total net funded debt to consolidated EBITDA of not more than 3.50 to 1.00. As of September 30, 2022, we were in compliance with all covenants in accordance with our revolving credit facility.

8. Leases

The Company enters into leasing transactions in which the Company is the lessee. The Company’s lease contracts are generally for office buildings, and office equipment. The Company performed evaluations of its contracts and determined it has only operating leases.

In July 2019, the Company entered into a lease agreement for its corporate headquarters located in Austin, TX (the “Bridgepoint Lease”). The Bridgepoint Lease includes approximately 29,546 square feet and commenced in July 2019, with an expiration on June 30, 2027. The Bridgepoint Lease includes lease and non-lease components that we account for as a single lease component as an accounting policy election. The Bridgepoint Lease requires monthly lease payments that may be subject to annual increases throughout the lease term and also includes renewal options at the election of the Company to renew or extend the lease for two, consecutive, five-year lease terms. This optional period has not been included in the lease term in the determination of the operating lease right-of-use-assets or operating lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options. Since the Bridgepoint Lease does not contain an implicit rate, the Company used the incremental borrowing rate of 2% as the discount rate to calculate present value of lease payments. Rent expense on operating leases is recognized over the term of the lease on a straight-line basis. Rent expense for the three months ended September 30, 2022 and 2021 was $0.3 million in each period. Rent expense for the nine months ended September 30, 2022 and 2021 was $1.0 million in each period.

The Company also enters into leasing transactions in which the Company is the lessor, primarily through land easements. The Company performed evaluations on all term-based land easement payments received during the three and nine months ended September 30, 2022 and determined that all such payments were immaterial in the aggregate.

The following table summarizes the Company’s recognition of its operating lease (in thousands):

	Classification		September 30, 2022
Assets
Operating		Operating lease right-of-use assets	$	5,883
Liabilities
Current:
Operating		Current operating lease liability	$	1,211
Non-current:
Operating		Non-current operating lease liability	$	4,831

15

The table below presents the maturity of the Company’s liabilities under the Bridgepoint Lease as of September 30, 2022 (in thousands):

	Commitment
2022 (remainder of)	$	327
2023		1,319
2024		1,340
2025		1,360
2026		1,383
Thereafter		582
Total lease payments		6,311
Less imputed interest		(269	)
Total lease liabilities	$	6,042

9. Equity

Class A Common Stock

Brigham Minerals had approximately 54.2 million shares of its Class A common stock outstanding as of September 30, 2022. Holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are entitled to ratably receive dividends when and if declared by the Company’s Board of Directors. Upon liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities.

Class B Common Stock

Brigham Minerals had approximately 6.3 million shares of its Class B common stock outstanding as of September 30, 2022. Holders of the Class B common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to Brigham Minerals’ stockholders for their vote or approval. Holders of Class B common stock do not have any right to receive dividends or distributions upon a liquidation or winding up of Brigham Minerals.

Treasury Stock

As of September 30, 2022, there were 0.6 million shares of Class A common stock held in treasury.

Earnings per Share

Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted earnings per share measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. Brigham Minerals uses the “if-converted” method to determine the potential dilutive effect of exchanges of outstanding shares of Class B common stock (and corresponding units of Brigham LLC (“Brigham LLC Units”)), and the treasury stock method to determine the potential dilutive effect of vesting of its outstanding RSAs, RSUs, PSUs (each as defined in “Note 11—Share-Based Compensation”) and unvested Incentive Units. Brigham Minerals does not use the two-class method because the Class B common stock and the unvested share-based awards are nonparticipating securities.

For the three and nine months ended September 30, 2022 and 2021, the Incentive Units and shares of Class B common stock were not recognized in dilutive EPS calculations as the effects would have been antidilutive. Additionally, for the nine months ended September 30, 2021 the RSAs were not recognized in dilutive EPS calculations as the effects would have been antidilutive.

16

The following table reflects the allocation of net income to common stockholders and EPS computations for the period indicated based on a weighted average number of common stock outstanding for the period (in thousands, except per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Basic EPS
Numerator:
Basic net income attributable to Brigham Minerals, Inc. stockholders	$	38,459	$	14,213	$	111,690	$	33,997
Denominator:
Basic weighted average shares outstanding		53,943		45,198		51,663		44,216
Basic EPS attributable to Brigham Minerals, Inc. stockholders	$	0.71	$	0.31	$	2.16	$	0.77
Diluted EPS
Numerator:
Basic net income attributable to Brigham Minerals, Inc. stockholders	$	38,459	$	14,213	$	111,690	$	33,997
Diluted net income attributable to Brigham Minerals, Inc. stockholders	$	38,459	$	14,213	$	111,690	$	33,997
Denominator:
Basic weighted average shares outstanding		53,943		45,198		51,663		44,216
Effects of dilutive securities:
Unvested equity awards		1,999		690		1,800		840
Diluted weighted average shares outstanding		55,942		45,888		53,463		45,056
Diluted EPS attributable to Brigham Minerals, Inc. stockholders	$	0.69	$	0.31	$	2.09	$	0.75

10. Non-controlling interest

Non-controlling interest represents the 10.4% interest in the units of Brigham LLC not owned by Brigham Minerals, as of September 30, 2022. Each share of Class B common stock does not have any economic rights but entitles its holder to one vote on all matters to be voted on by our stockholders generally, and holders of Brigham LLC Units (and Class B common stock) have a redemption right into shares of Class A common stock. Under the Brigham LLC Agreement, each Brigham LLC Unit Holder, subject to certain limitations, has a right (the “Redemption Right”) to cause Brigham LLC to acquire all or a portion of its Brigham LLC Units for, at Brigham LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Brigham LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. We will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A common stock (including trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Brigham LLC Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Brigham Minerals (instead of Brigham LLC) will have a call right to, for administrative convenience, acquire each tendered Brigham LLC Unit directly from the redeeming Brigham LLC Unit Holder for, at its election, (x) one share of Class A common stock or (y) an equivalent amount of cash (the “Call Right”). The decision to make a cash payment upon a Brigham LLC Unit Holder’s exercise of its Redemption Right is required to be made by the Company’s directors who are independent under Section 10A-3 of the Securities Act of 1933, as amended, and do not hold any Brigham LLC Units subject to such redemption. In connection with any redemption of Brigham LLC Units pursuant to the Redemption Right or acquisition pursuant to our Call Right, the corresponding number of shares of Class B common stock will be cancelled.

17

Non-controlling interest is recorded at its carrying value. For the period from December 31, 2021 to September 30, 2022, the Company recorded adjustments to the value of non-controlling interest as presented in the table below (in thousands):

	Non-controlling interest
Balance - December 31, 2021	$	173,245
Conversion of Class B common stock to Class A common stock		(34,439	)
Net income attributable to non-controlling interest		8,083
Distribution to holders of non-controlling interest declared		(5,743	)
Balance - March 31, 2022	$	141,146
Conversion of Class B common stock to Class A common stock		(35,782	)
Net income attributable to non-controlling interest		7,931
Distribution to holders of non-controlling interest declared		(5,506	)
Balance - June 30, 2022	$	107,789
Conversion of Class B common stock to Class A common stock		(9,556	)
Net income attributable to non-controlling interest		5,984
Distribution to holders of non-controlling interest declared		(6,002	)
Balance - September 30, 2022	$	98,215

11. Share-Based Compensation

LLC Incentive Units

As part of the Second Amended and Restated Limited Liability Company Agreement of Brigham Resources, LLC dated May 8, 2015, Brigham Resources authorized 120,000 restricted incentive units for issuance to management, independent directors, employees, and consultants (such incentive units, as converted as described below, the “Incentive Units”). Brigham Resources granted Incentive Units in April 2013 and September 2015 and 2018. In connection with the 2018 corporate reorganizations and the corporate reorganization consummated in connection with Brigham Minerals’ IPO (collectively with the 2018 corporate reorganizations, the “corporate reorganization”), these Incentive Units were converted into units in Brigham Equity Holdings, LLC (“Brigham Equity Holdings”) with equivalent rights, responsibilities, and preferences. The Incentive Units were subject to vesting as follows: 20% of the Incentive Units were vested on the date of grant and 20% of the Incentive Units vest on each anniversary of the date of grant if the holder remains continuously employed by Brigham Resources or its affiliates through the applicable vesting date. Upon vesting of the Incentive Units, holders of the Incentive Units received one share of Brigham Minerals’ Class B common stock and one Brigham LLC Unit for each vested Incentive Unit.

In connection with the completion of the IPO, Brigham LLC and Brigham Equity Holdings discontinued granting new Incentive Units. As discussed in “Note 10—Non-controlling interest,” participants may receive one share of Brigham Minerals’ Class A common stock in exchange for one share of Class B common stock and one Brigham LLC Unit, or cash at the option of Brigham Minerals. Brigham Minerals accounts for the Incentive Units as compensation expense measured at the fair value of the award on the date of grant. No compensation expense was recognized prior to the IPO because the IPO was not considered probable.

A summary of the Incentive Unit activity for the nine months ended September 30, 2022 is as follows:

	Incentive Units
	Number of Incentive Units			Grant Date Fair Value
Unvested at January 1, 2022		70,909		$	10.04
Vested		(70,909	)	$	10.04
Unvested at September 30, 2022		—

Long Term Incentive Plan

In connection with the IPO, Brigham Minerals adopted the Brigham Minerals, Inc. 2019 Long Term Incentive Plan (“LTIP”) for employees, consultants and directors who perform services for Brigham Minerals. The LTIP provides for issuance of awards based on shares of Class A common stock. Brigham Minerals has issued restricted stock awards (“RSAs”), restricted stock units subject to time-based vesting (“RSUs”) and restricted stock units subject to performance-based vesting (“PSUs”) under the LTIP. The shares to be delivered under the LTIP shall be

18

made available from (i) authorized but unissued shares, (ii) shares held as treasury stock or (iii) previously issued shares reacquired by Brigham Minerals including shares purchased on the open market. A total of 5,999,600 shares of Class A common stock have been authorized for issuance under the LTIP. At September 30, 2022, 4,437,697 shares of Class A common stock remained available for future issuances upon vesting of equity awards. Currently, all RSUs and PSUs granted under the LTIP are entitled to receive dividend equivalent rights (“DERs”), which entitle holders of RSUs and PSUs to the same dividend value per share as holders of the Company’s Class A common stock. Such DERs are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs. DERs are accumulated and paid when the underlying shares vest. The fair value of the RSU awards granted with the right to receive DERs are generally based on the trading price of the Company’s Class A common stock as of the date of grant. Brigham Minerals accounts for the awards granted under the LTIP as compensation cost measured at the fair value of the award on the date of grant. Brigham Minerals accounts for forfeitures as they occur.

The Company has granted RSAs to certain employees, which are grants of shares of Class A common stock subject to a risk of forfeiture and restrictions on transferability. The share-based compensation expense of such RSAs was determined using the closing price of Class A common stock on April 23, 2019, the date of grant, of $21.25. On April 23, 2019, 312,189 RSAs were granted and 152,742 RSAs held by former employees of the Company vested immediately. The RSAs generally vested in one-third increments on each of April 23, 2020, 2021 and 2022.

The following table summarizes activity related to RSAs for the nine months ended September 30, 2022.

	Restricted Stock Units
	Number of RSAs			Grant Date Fair Value
Unvested at January 1, 2022		30,433		$	21.25
Vested		(28,710	)	$	21.25
Forfeited		(1,723	)	$	21.25
Unvested at September 30, 2022		—

The Company has granted RSUs to certain employees and directors, which represent the right to receive shares of Class A common stock at the end of the vesting period in an amount equal to the number of RSUs that vest. The RSUs issued to employees generally vest in one-third increments over a three-year period and RSUs issued to directors vest in one year from the date of grant. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases providing services to Brigham Minerals prior to the date the award vests. The share-based compensation cost of such RSUs was determined using the closing price on the applicable date of grant, which is then applied to the total number of RSUs granted.

The following table summarizes activity related to RSUs for the nine months ended September 30, 2022.

	Restricted Stock Units
	Number of RSUs			Weighted- Average Grant Date Fair Value
Unvested at January 1, 2022		553,976		$	16.55
Granted (1)		382,248		$	24.59
Vested		(46,037	)	$	18.47
Forfeited		(72,084	)	$	16.87
Unvested at September 30, 2022		818,103		$	20.17

(1) Valued at a weighted-average grant date fair value.

The Company has granted PSUs to certain officers and managers, which vest based on continuous employment and satisfaction of a market condition based on the absolute total stockholder return of the Company’s common stock, including paid dividends, over an approximate three-year performance period. The terms and conditions of the PSUs allow for vesting of the awards ranging between 0% (or forfeiture) and 200% of target. In addition, the number of PSUs earned may be adjusted based on our relative TSR as compared to a benchmarking peer group over

19

the three-year performance period. Expense related to these PSUs is recognized on a straight-line basis over the length of the applicable performance period. All compensation cost related to the market-based awards will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. The grant date fair value of such PSUs was determined using a Monte Carlo simulation model that utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. Expected volatilities in the model were estimated on the basis of historical volatility of a group of publicly traded oil and gas companies with a performance period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant.

The following table summarizes activity related to PSUs for the nine months ended September 30, 2022:

	Performance-Based Restricted Stock Units
	Target PSUs			Grant Date Fair Value
Unvested at January 1, 2022		906,643		$	11.94
Granted		295,846		$	11.93
Forfeited		(58,938	)	$	13.41
Unvested at September 30, 2022		1,143,551		$	11.86

Short Term Incentive Plan

During 2022, the Company implemented a short term incentive plan (the “STIP”) for executives and certain other employees who perform services for the Company. The STIP is based on quantitative and qualitative metrics that are key drivers of shareholder value.

Each STIP participant was assigned a target award opportunity expressed as a percentage of base salary and the awards allow for attainment ranging between 0% and 150% of target. Award attainment is based on the achievement of various financial, operational and other strategic metrics.

If earned, the STIP awards will be paid in cash at the completion of the plan year for all employees other than the CEO. The CEO’s STIP awards will be paid out in the form of shares of our Class A common stock, rather than cash, with such award subject to a one-year vesting period. As the STIP awards to be settled in shares of our Class A common stock will consist of a variable number of shares based on the award attainment at the completion of the plan year and the fair market value of our Class A common stock, we will initially account for these awards as liabilities with performance conditions. Once the number of shares to be issued has been fixed, the awards will be reclassified to equity.

Expense for awards with performance conditions is only recognized when achievement of the performance target is deemed probable. The expense to be recognized is based on the Company’s best estimate of probable attainment at the end of each reporting period prorated for the portion of the requisite service period rendered.

The target attainment for the STIP awards for the year ended December 31, 2022 is $2.4 million, of which $0.5 million is expected to be settled in shares of the Company’s Class A common stock. During the three and nine months ended September 30, 2022, the Company accrued $0.5 million and $1.6 million, respectively, related to the STIP awards.

20

Share-Based Compensation Expense

Share-based compensation expense is included in general and administrative expense in the Company’s condensed consolidated statements of operations included within this Quarterly Report. Share-based compensation expense recorded for each type of share-based compensation award for the three and nine months ended September 30, 2022 and 2021 is summarized in the table below (in thousands).

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Incentive units (1)	$	178		$	178		$	534		$	534
RSAs (1)		—			163			164			460
RSUs (1)		2,149			2,525			5,702			7,602
PSUs (2)		1,187			1,803			3,334			4,416
STIP awards (3)		68			—			143			—
Capitalized share-based compensation (4)		(1,621	)		(1,987	)		(4,476	)		(5,475	)
Total share-based compensation expense	$	1,961		$	2,682		$	5,401		$	7,537

(1) Share-based compensation expense relating to Incentive Units, RSAs and RSUs with ratable vesting is recognized on a straight-line basis over the requisite service period for the entire award.

(2) Share-based compensation expense relating to PSUs with cliff-vesting is recognized on a straight-line basis over the performance period for the entire award.

(3) Share-based compensation expense relating to STIP awards to be settled in shares of our Class A common stock is recognized on a straight-line basis over the requisite service period for the entire award.

(4) During the three and nine months ended September 30, 2022, Brigham Minerals capitalized $0.9 million and $1.8 million, respectively, of share-based compensation cost to unevaluated property, $0.6 million and $2.6 million, respectively, of share-based compensation cost to evaluated property and $0.1 million of share-based compensation cost to internally developed software in each period. During the three and nine months ended September 30, 2021, Brigham Minerals capitalized $1.5 million and $3.0 million, respectively, of share-based compensation cost to unevaluated property and $0.5 million and $2.5 million, respectively, of share-based compensation cost to evaluated property.

Future Share-Based Compensation Expense

The following table reflects the future share-based compensation expense expected to be recorded for the share-based compensation awards that were outstanding at September 30, 2022, a portion of which will be capitalized (in thousands):

	RSUs		PSUs		STIP Awards		Total
2022	$	2,149	$	1,188	$	67	$	3,404
2023		5,627		3,877		268		9,772
2024		2,749		1,179		57		3,985
2025		593		254		—		847
Total	$	11,118	$	6,498	$	392	$	18,008

12. Income Taxes

The Company evaluates and updates its annual effective income tax rate on a quarterly basis under the effective tax rate method based on applying an anticipated annual effective rate to its year-to-date income, except for discrete items. Consequently, based upon the mix and timing of our actual earnings compared to annual projections, our effective tax rate may vary quarterly and may make comparisons not meaningful. Income taxes for discrete items are computed and recorded in the period that the specific transaction occurs.

Income tax expense was as follows for the periods indicated (in thousands, except for tax rate):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income tax expense	$	11,950		$	4,214		$	31,820		$	10,717
Effective tax rate		21.2	%		18.2	%		19.2	%		18.8	%

Total income tax expense for the three and nine months ended September 30, 2022 and 2021 differed from amounts computed by applying the U.S. federal statutory tax rate of 21% due to the impact of excess tax benefits resulting from vesting of equity awards, non-controlling interest, state taxes (net of the anticipated federal benefit), share-based compensation expense, and percentage depletion in excess of basis. The effective tax rate for the three and nine months ended September 30, 2022 and 2021 reflects Brigham Minerals’ ownership interest in Brigham LLC of 89.6% and 79.7%, respectively, at the end of each period.

21

13. Contingencies

Brigham Minerals may, from time to time, be a party to certain lawsuits and claims arising in the ordinary course of business. The outcome of such lawsuits and claims cannot be estimated with certainty and management may not be able to estimate the range of possible losses. Brigham Minerals records reserves for contingencies when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated. Brigham Minerals had no reserves for contingencies at September 30, 2022 and December 31, 2021.

14. Subsequent Events

On October 21, 2022, Brigham LLC completed the Midland Acquisition. Upon closing of the Midland Acquisition, pursuant to the terms of the Purchase Agreement, Brigham LLC delivered to the Sellers cash consideration of approximately $130.7 million, less and except $6.6 million of cash consideration that was previously deposited in an escrow account for the benefit of the Sellers as a deposit in connection with the signing of the Purchase Agreement.

On November 2, 2022, the Board of Directors of Brigham Minerals declared a dividend of $0.81 per share of Class A common stock payable on November 25, 2022, to stockholders of record at the close of business on November 18, 2022.

22

EX-99.4

Exhibit 99.5

Item 1A. Risk Factors

Summary of Risk Factors

An investment in our shares of Class A common stock involves a significant degree of risk. Below is a summary of certain risk factors that you should consider in evaluating us and our Class A common stock. However, this list is not exhaustive. Before you invest in our Class A common stock, you should carefully consider the risk factors discussed or referenced below and under Item 1A. “Risk Factors” in this Annual Report on Form 10-K. If any of the risks discussed below and under Item 1A. “Risk Factors” were actually to occur, our business, financial condition, results of operations and cash flows could be adversely affected and our results could differ materially from expected and historical results, and of which may also adversely affect the holders of our Class A common stock.

Risks Related to Our Business

• The widespread outbreak of an illness, pandemic (like COVID-19) or any other public health crisis may have material adverse effects on our business, financial position, results of operations and/or cash flows.

• Substantially all of our revenues are derived from royalty payments that are based on the price at which oil, natural gas and NGLs produced from the acreage underlying our interests is sold.

• We depend on various unaffiliated operators for all of the exploration, development and production on the properties underlying our mineral and royalty interests.

• Our failure to successfully identify, complete and integrate acquisitions could adversely affect our growth and results of operations.

• Any acquisitions of additional mineral and royalty interests that we complete will be subject to substantial risks.

• Our operators’ identified potential drilling locations are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

• We may experience delays in the payment of royalties and be unable to replace operators that do not make required royalty payments, and we may not be able to terminate our leases with defaulting lessees if any of the operators on those leases declare bankruptcy. We may also experience improper deductions in the payment of royalties.

• Acquisitions and our operators’ development activities of our leases will require substantial capital, and we and our operators may be unable to obtain needed capital or financing on satisfactory terms or at all.

• Our future success depends on replacing reserves through acquisitions and the exploration and development activities of the operators of our properties.

• We have little to no control over the timing of future drilling with respect to our mineral and royalty interests.

• Project areas on our properties, which are in various stages of development, may not yield oil, natural gas or NGLs in commercially viable quantities.

• The unavailability, high cost or shortages of rigs, equipment, raw materials, supplies or personnel may restrict or result in increased costs for operators related to developing and operating our properties.

• The marketability of oil, natural gas and NGL production is dependent upon transportation, pipelines and refining facilities, which neither we nor many of our operators’ control.

• Our estimated reserves are based on many assumptions that may turn out to be inaccurate.

• If oil, natural gas and NGL prices decline significantly, we could be required to record additional impairments of our proved oil, natural gas and NGL properties that would constitute a charge to earnings and reduce our stockholders’ equity.

Risks Related to Environmental and Regulatory Matters

• Conservation measures, technological advances, general concern about the environmental impact of the production and use of fossil fuels and increasing attention to environmental, social and governance (“ESG”) matters could materially reduce demand for oil, natural gas and NGLs and adversely affect our results of operations, availability of capital and the trading market for shares of our Class A common stock.

• Oil, natural gas and NGL operations are subject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for our operators, and failure to comply could result in our operators incurring significant liabilities, either of which may impact our operators’ willingness to develop our interests.

• Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in our operators incurring increased costs, additional operating restrictions or delays and fewer potential drilling locations.

Risks Related to Our Financial and Debt Arrangements

• Our derivative activities could result in financial losses and reduce earnings.

• Our revolving credit facility has substantial restrictions and financial covenants that may restrict our business and financing activities and our ability to declare dividends.

Risks Related to Our Class A Common Stock

• Brigham Minerals is a holding company. Brigham Minerals’ sole material asset is its equity interest in Brigham LLC and it is accordingly dependent upon distributions from Brigham LLC to pay taxes, cover its corporate and other overhead expenses and pay any dividends on our Class A common stock.

• The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

• If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

• Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

• Our Sponsors and their affiliates are not limited in their ability to compete with us, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable our Sponsors to benefit from corporate opportunities that might otherwise be available to us.

Risk Factors

The following are certain risk factors that affect our business, financial condition, results of operations and cash flows. Many of these risks are beyond our control. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects. You should carefully consider the following risk factors in addition to the other information included in this Annual Report, including matters addressed under “Cautionary Statement Regarding Forward-Looking Statements.” If any of the events described below were to actually occur, our business, financial condition, results of operations and cash flows could be adversely affected, and our results could differ materially from expected and historical results, any of which may also adversely affect the holders of our Class A common stock.

Risks Related to Our Business

The widespread outbreak of an illness, pandemic (like COVID-19) or any other public health crisis may have material adverse effects on our business, financial position, results of operations and/or cash flows.

We face risks related to the outbreak of illnesses, pandemics and other public health crises that are outside of our control, and could significantly disrupt our operations and adversely affect our financial condition. For example, the continuing global spread of a novel strain of coronavirus (SARS-Cov-2), which causes COVID-19, has caused a disruption to the oil and natural gas industry and to our business. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, reduced global demand for oil and gas, and created significant volatility and disruption of financial and commodity markets. Furthermore, the COVID-19 pandemic has affected our operations by (i) rendering our personnel unable to access company facilities for an extended period of time, (ii) contributing to a steep decline in commodities prices in 2020, which reduced activity by our operators and the amounts of royalty payments we received, (iii) causing some of the Company’s operators to shut in and curtail production from wells on the Company’s properties for a period of time, (iv) limiting our access to the capital markets on terms favorable to us and adversely affected our capital resources and (v) reducing the level of potential acquisition opportunities we have been able to identify, limiting our ability to execute on our growth strategy of acquiring additional mineral and royalty interests. Additionally, the steps taken by national, state and local governments to curb the spread of the COVID-19 pandemic, including stay-at-home orders, quarantines, travel restrictions and business shutdowns, and the implications on our operators’ workforce of a COVID-19 infection, have limited our operators’ ability to maintain production from our properties. Such orders and the other impacts of the COVID-19 pandemic may have limited the ability of our operators to access our properties and maintain their existing production and development activities, and any similar or more restrictive measures taken in the future could have similar effects.

While our business and operations have experienced certain effects of the COVID-19 pandemic as described above, the full extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, is uncertain and depends on various factors, including the demand for oil and natural gas (including the impact that reductions in travel, manufacturing and consumer product demand have had and will have on the demand for commodities), the availability of personnel, equipment and services critical to operating production activities by our operators and the impact of potential governmental restrictions on travel, transportation and operations. The degree to which the COVID-19 pandemic or any other public health crisis adversely impacts our operations, financial results and dividend policy will also depend on future developments, which are highly uncertain and cannot be predicted. These developments include, but are not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, its impact on the economy and market conditions, and how quickly and to what extent normal economic and operating conditions can resume. For example, there has been a recent significant increase in cases of COVID-19 in the U.S. that could lead to re-implementation of certain governmental restrictions. Therefore, while we expect this matter will continue to disrupt our operations in some way, the degree of the adverse financial impact cannot be reasonably estimated at this time.

Substantially all of our revenues are derived from royalty payments that are based on the price at which oil, natural gas and NGLs produced from the acreage underlying our interests are sold. Prices of oil, natural gas and NGLs are volatile due to factors beyond our control. A significant drop in the price of oil or a substantial or extended decline in commodity prices in the future may adversely affect our business, financial condition or results of operations.

Our revenues, operating results, free cash flow and the carrying value of our mineral and royalty interests depend significantly upon the quantities of oil, natural gas and NGLs produced from our properties and the prevailing prices at which such production is sold. Historically, oil, natural gas and NGL prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control, including:

• the domestic and foreign supply of and demand for oil, natural gas and NGLs;

• market expectations about future prices of oil, natural gas and NGLs;

• the level of global oil, natural gas and NGL exploration and production;

• the cost of exploring for, developing, producing and delivering oil, natural gas and NGLs;

• the price and quantity of foreign imports and U.S. exports of oil, natural gas and NGLs;

• the level of U.S. domestic production;

• the availability of storage for hydrocarbons;

• political and economic conditions in the U.S. and other oil producing regions, including the Middle East, Africa, South America and Russia;

• the ability of members of OPEC and other countries that produce oil, natural gas, and NGLs to agree to and maintain oil price and production controls;

• trading in oil, natural gas and NGL derivative contracts;

• the level of consumer product demand;

• weather conditions and natural disasters;

• technological advances affecting energy consumption, energy storage and energy supply;

• domestic and foreign governmental regulations and taxes;

• the continued threat of terrorism and the impact of military and other action, including U.S. military operations in the Middle East and economic sanctions such as those imposed by the U.S. on oil and gas exports from Iran;

• global or national health concerns, including health epidemics such as the ongoing COVID-19 pandemic;

• the proximity, cost, availability and capacity of oil, natural gas and NGL pipelines and other transportation facilities;

• the price and availability of alternative fuels; and

• overall domestic and global economic conditions.

These factors and the volatility of the energy markets make it extremely difficult to predict future oil, natural gas and NGL price movements with any certainty. For example, during the past five years, the posted price for WTI light sweet crude oil has ranged from a historic, record low price of negative $36.98 per barrel in April 2020 to a high of $85.64 per barrel in October 2021. The Henry Hub spot market price for natural gas has ranged from a low of $1.33 per MMBtu in September 2020 to a high of $23.86 per MMBtu in February 2021. Certain actions by OPEC+ in the first half of 2020, combined with the impact of the continued outbreak of the COVID-19 pandemic and a shortage in

available storage for hydrocarbons in the U.S., contributed to the historic low price for oil in April 2020. While the prices for oil have generally stabilized and also increased, such prices have historically remained volatile, which may adversely affect the prices at which production from our properties is sold as well as the production activities of operators on our properties. This, in turn, may materially affect the amount of royalty payments that we receive from such operators.

Any substantial decline in the price of oil, natural gas and NGLs or a prolonged period of low commodity prices will also materially adversely affect our business, financial condition, results of operations and free cash flow. In addition, the quantities of oil, natural gas and NGLs produced from our properties has a significant impact on our operating results and financial condition. Lower oil, natural gas and NGL prices may reduce the amount of oil, natural gas and NGLs that can be produced economically by our operators, which may reduce our operators’ willingness to develop and/or continue to produce our properties. For example, partially due to the decrease in prices for oil in 2020, many operators on our properties substantially reduced their development activities and capital expenditures in 2021. Additionally, lower commodity prices resulted in some of the Company’s operators temporarily shutting in or curtailing production from wells on its properties during the second quarter of 2020.

A deterioration in commodity prices, decrease in production levels, or reduction in operator production activities may result in our having to make substantial downward adjustments to our estimated proved, probable or possible reserves. If this occurs or if production estimates change or exploration or development results deteriorate, the full cost method of accounting principles may require us to write down, as a non-cash charge to earnings, the carrying value of our oil and natural gas properties. In addition, the borrowing base under our revolving credit facility is determined based on our estimated proved reserves, and any negative revisions to our estimated proved reserves would in turn reduce our borrowing base, reducing the amount available to fund our operations through borrowings under our revolving credit facility.

We depend on various unaffiliated operators for all of the exploration, development and production on the properties underlying our mineral and royalty interests. Substantially all of our revenue is derived from royalty payments made by these operators. A reduction in the expected number of wells to be drilled on our acreage by these operators or the failure of our operators to adequately and efficiently develop and operate our acreage could have an adverse effect on our results of operations. In particular, partly in response to the significant decrease in prices for oil in 2020, many of our operators substantially reduced their development activities and capital expenditures in 2021. The number of new wells drilled in many of our focus areas decreased in 2021, and such slower development pace may occur again in the future.

Our assets consist of mineral and royalty interests. Because we depend on third-party operators for all of the exploration, development and production on our properties, we have little to no control over the operations related to our properties. For the year ended December 31, 2021, we received revenues from over 178 operators with approximately 67% of our royalty revenues coming from the top ten operators on our properties, four of which each accounted for more than 10% of such royalty revenues. The failure of our operators to adequately or efficiently perform operations or an operator’s failure to act in ways that are in our best interests could reduce production and revenues. Furthermore, in response to the significant decrease in prices for oil in 2020, many of our operators substantially reduced their development activities, capital expenditures, rig count and completion crews in 2021. Additionally, certain investors have requested operators adopt initiatives to return capital to investors, which could also reduce the capital available to our operators for investment in exploration, development and production activities. Our operators may further reduce capital expenditures devoted to exploration, development and production on our properties in the future, which could negatively impact revenues we receive. The number of new wells drilled in many of our focus areas decreased in 2021, and such slower development pace may continue in the future, especially as a consequence of any reductions in operators’ capital expenditures. Moreover, over the last two years, many of our operators have announced that they plan to drill fewer wells per section than previously anticipated, due in part to greater well-interference between parent and child wells than previously anticipated and an increased focus on overall capital efficiency.

If production on our mineral and royalty interests decreases due to decreased development activities, as a result of the low commodity price environment, limited availability of development capital, production-related difficulties or otherwise, our results of operations may be adversely affected. For example, in 2020, the amount of royalty

payments we received from our operators decreased due to the lower prices at which our operators were able to sell production from our properties and reduced production activities by our operators. Further, depressed commodity prices caused some of our operators to voluntarily shut in and curtail production from wells on our properties earlier in 2020. Although most of these have come back online, an additional or extended period of depressed commodity prices may cause additional operators to take similar action or even to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under more favorable pricing conditions, both of which would decrease the amount of royalty payments we receive from our operators. Our operators are often not obligated to undertake any development activities other than those required to maintain their leases on our acreage. In the absence of a specific contractual obligation, any development and production activities will be subject to their reasonable discretion (subject to certain implied obligations to develop imposed by the laws of some states). Our operators could determine to drill and complete fewer wells on our acreage than is currently expected. The success and timing of drilling and development activities on our properties, and whether the operators elect to drill any additional wells on our acreage, depends on a number of factors that are largely outside of our control, including:

• the capital costs required for drilling activities by our operators, which could be significantly more than anticipated;

• the ability of our operators to access capital;

• prevailing commodity prices;

• the operators’ expected return on investment in wells drilled on our acreage as compared to opportunities in other areas;

• the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel;

• the availability of storage for hydrocarbons;

• the operators’ expertise, operating efficiency and financial resources;

• approval of other participants in drilling wells;

• the selection of technology;

• the selection of counterparties for the marketing and sale of production; and

• the rate of production of the reserves.

The operators may elect not to undertake development activities, or may undertake these activities in an unanticipated fashion, which may result in significant fluctuations in our results of operations and free cash flow. Sustained reductions in production by the operators on our properties may also adversely affect our results of operations and free cash flow. Additionally, if an operator were to experience financial difficulty, the operator might not be able to pay its royalty payments or continue its operations, which could have a material adverse impact on our cash flows.

Our failure to successfully identify, complete and integrate acquisitions could adversely affect our growth and results of operations.

We depend partly on acquisitions to grow our reserves, production and free cash flow. Our decision to acquire a property will depend in part on the evaluation of data obtained from production reports and engineering studies, geophysical and geological analyses and seismic data, and other information, the results of which are often inconclusive and subject to various interpretations. The successful acquisition of properties requires an assessment of several factors, including:

• recoverable reserves;

• future oil, natural gas and NGL prices and their applicable differentials;

• development plans;

• the operating costs our operators would incur to develop and operate the properties; and

• potential environmental and other liabilities that operators of the properties may incur.

The accuracy of these assessments is inherently uncertain and we may not be able to identify attractive acquisition opportunities. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices, given the nature of our interests. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms.

There is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Additionally, acquisition opportunities vary over time as volatile commodity prices drive ever changing market dynamics, which can constrain our ability to capture these opportunities Our ability to complete acquisitions is dependent upon, among other things, our ability to obtain debt and equity financing. In addition, these acquisitions may be in geographic regions in which we do not currently hold properties, which could subject us to additional and unfamiliar legal and regulatory requirements. Further, the success of any completed acquisition will depend on our ability to integrate effectively the acquired assets into our existing operations. The process of integrating acquired assets may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources.

No assurance can be given that we will be able to identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition, results of operations and free cash flow. The inability to effectively manage the integration of acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could negatively impact our growth, results of operations and free cash flow.

Any acquisitions of additional mineral and royalty interests that we complete will be subject to substantial risks.

Even if we do make acquisitions that we believe will increase our cash generated from operations, any acquisition involves potential risks, including, among other things:

• the validity of our assumptions about estimated proved, probable and possible reserves, future production, prices, revenues, capital expenditures, the operating expenses and costs our operators would incur to develop the minerals;

• a decrease in our liquidity by using a significant portion of our cash generated from operations or borrowing capacity to finance acquisitions;

• a significant increase in our interest expense or financial leverage if we incur debt to finance acquisitions;

• the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which any indemnity we receive is inadequate;

• mistaken assumptions about the overall cost of equity or debt;

• our ability to obtain satisfactory title to the assets we acquire;

• an inability to hire, train or retain qualified personnel to manage and operate our growing business and assets; and

• the occurrence of other significant changes, such as impairment of oil and natural gas properties, goodwill or other intangible assets, asset devaluation or restructuring charges.

Our operators’ identified potential drilling locations are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

The ability of our operators to drill and develop identified potential drilling locations depends on a number of uncertainties, including the availability of capital, construction of and limitations on access to infrastructure, inclement weather, regulatory changes and approvals, oil, natural gas and NGL prices, costs, drilling results and the availability of water. Further, our operators’ identified potential drilling locations are in various stages of evaluation, ranging from locations that are ready to drill to locations that will require substantial additional interpretation. The use of technologies and the study of producing fields in the same area will not enable our operators to know conclusively prior to drilling whether oil, natural gas or NGLs will be present or, if present, whether oil, natural gas or NGLs will be present in sufficient quantities to be economically viable. Even if sufficient amounts of oil or natural gas exist, our operators may damage the potentially productive hydrocarbon-bearing formation or experience mechanical difficulties while drilling or completing the well, possibly resulting in a reduction in production from the well or abandonment of the well. If our operators drill additional wells that they identify as dry holes in current and future drilling locations, their drilling success rate may decline and materially harm their business as well as ours.

We cannot assure you that the analogies our operators draw from available data from the wells on our acreage, more fully explored locations or producing fields will be applicable to their drilling locations. Further, initial production rates reported by our or other operators in the areas in which our reserves are located may not be indicative of future or long-term production rates. Additionally, actual production from wells may be less than expected. For example, a number of operators have previously announced that newer wells drilled close in proximity to already producing wells have produced less oil and gas than forecast. Because of these uncertainties, we do not know if the potential drilling locations our operators have identified will ever be drilled or if our operators will be able to produce oil, natural gas or NGLs from these or any other potential drilling locations. As such, the actual drilling activities of our operators may materially differ from those presently identified, which could adversely affect our business, results of operation and free cash flow.

Finally, the potential drilling locations we have identified are based on the geologic and other data available to us and our interpretation of such data. As a result, our operators may have reached different conclusions about the potential drilling locations on our properties, and our operators control the ultimate decision as to where and when a well is drilled.

We may experience delays in the payment of royalties and be unable to replace operators that do not make required royalty payments, and we may not be able to terminate our leases with defaulting lessees if any of the operators on those leases declare bankruptcy. We may also experience improper deductions in the payment of royalties.

A failure on the part of the operators to make royalty payments gives us the right to terminate the lease, repossess the property and enforce payment obligations under the lease. If we repossessed any of our properties, we would seek a replacement operator. However, we might not be able to find a replacement operator and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time. In addition, the outgoing operator could be subject to a proceeding under Title 11 of the United States Code (the “Bankruptcy Code”), in which case our right to enforce or terminate the lease for any defaults, including non-payment, may be substantially delayed or otherwise impaired. For example, certain of our operators have recently commenced bankruptcy proceedings under the Bankruptcy Code and their future operations and ability to make royalty payments to us may be adversely affected by such proceedings. In general, in a proceeding under the Bankruptcy Code, the bankrupt operator would have a substantial period of time to decide whether to ultimately reject or assume the lease, which could prevent the execution of a new lease or the assignment of the existing lease to another operator. In the event that the operator rejected the lease, our ability to collect amounts owed would be substantially delayed, and our ultimate recovery may be only a

fraction of the amount owed or nothing. In addition, if we are able to enter into a new lease with a new operator, the replacement operator may not achieve the same levels of production or sell oil or natural gas at the same price as the operator it replaced. Additionally, in low commodity price environments, such as that experienced in 2020, some operators have attempted to make improper deductions by netting negative gas price realizations against positive oil royalties and other operators may attempt to do so in the future. We have taken action and will continue to take action to protect our rights; however, we cannot predict whether we will ultimately be successful.

Acquisitions and our operators’ development activities of our leases will require substantial capital, and we and our operators may be unable to obtain needed capital or financing on satisfactory terms or at all.

The oil and natural gas industry is capital intensive. We make and expect to continue to make substantial capital expenditures in connection with the acquisition of mineral and royalty interests. To date, we have financed capital expenditures primarily with funding from capital contributions, cash generated by operations, proceeds from our IPO and from the December 2019 Offering and borrowings under our debt arrangements.

In the future, we may need capital in excess of the amounts we retain in our business or borrow under our revolving credit facility. The level of borrowing base available under our revolving credit facility is largely based on our estimated proved reserves and our lenders’ price decks and will be reduced to the extent commodity prices decrease. Furthermore, we cannot assure you that we will be able to access other external capital on terms favorable to us or at all. Additionally, our ability to secure financing or access the capital markets could be adversely affected if financial institutions and institutional lenders elect not to provide funding for fossil fuel energy companies in connection with the adoption of sustainable lending initiatives or are required to adopt policies that have the effect of reducing the funding available to the fossil fuel sector. If we are unable to fund our capital requirements, we may be unable to complete acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our results of operation and free cash flow.

Most of our operators are also dependent on the availability of external debt and equity financing sources to maintain their drilling programs. If those financing sources are not available to the operators on favorable terms or at all, then we expect the development of our properties to be adversely affected. If the development of our properties is adversely affected, then revenues from our mineral and royalty interests may decline.

Our future success depends on replacing reserves through acquisitions and the exploration and development activities of the operators of our properties. Unless we replace the oil, natural gas and NGLs produced from our properties, our results of operations and financial position could be adversely affected.

Producing oil and natural gas wells are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our future oil, natural gas and NGL reserves and our operators’ production thereof and our free cash flow are highly dependent on the successful development and exploitation of our current reserves and our ability to successfully acquire additional reserves that are economically recoverable. Moreover, the production decline rates of our properties may be significantly higher than currently estimated if the wells on our properties do not produce as expected. We may also not be able to find, acquire or develop additional reserves to replace the current and future production of our properties at economically acceptable terms. Aside from acquisitions, we have little to no control over the exploration and development of our properties. If we are not able to replace or grow our oil, natural gas and NGL reserves, our business, financial condition and results of operations would be adversely affected.

We have little to no control over the timing of future drilling with respect to our mineral and royalty interests.

As of December 31, 2021, only 28,911 MBoe of our total estimated reserves were proved developed reserves. The remaining 6,894 MBoe, 48,394 MBoe and 25,996 MBoe of our total estimated reserves as of December 31, 2021 were PUDs, probable undeveloped reserves and possible undeveloped reserves, respectively, and may not ultimately be developed or produced by the operators of our properties. Recovery of undeveloped reserves requires significant capital expenditures and successful drilling operations, and the decision to pursue development of an undeveloped drilling location will be made by the operator and not by us. We generally do not have access to the estimated costs of development of these reserves or the scheduled development plans of our operators. The reserve data included in

the reserve report audited by CG&A assumes that our operators must incur substantial capital expenditures to develop the reserves. We cannot be certain that the estimated costs of the development of these reserves are accurate, that development will occur as scheduled or that the results of the development will be as estimated. Delays in the development of our reserves, increases in costs to drill and develop our reserves or decreases in commodity prices will reduce the future net revenues of our estimated undeveloped reserves and may result in some projects becoming uneconomical. In addition, delays in the development of reserves could force us to reclassify certain of our proved undeveloped reserves as unproved reserves.

Project areas on our properties, which are in various stages of development, may not yield oil, natural gas or NGLs in commercially viable quantities.

Project areas on our properties are in various stages of development, ranging from project areas with current drilling or production activity to project areas that have limited drilling or production history. If the wells in the process of being completed do not produce sufficient revenues or if dry holes are drilled, our financial condition, results of operations and free cash flow may be adversely affected.

The unavailability, high cost or shortages of rigs, equipment, raw materials, supplies or personnel may restrict or result in increased costs for operators related to developing and operating our properties.

The oil and natural gas industry is cyclical, which can result in shortages of drilling rigs, equipment, raw materials (particularly water and sand and other proppants), supplies and personnel. When shortages occur, the costs and delivery times of rigs, equipment and supplies increase and demand for, and wage rates of, qualified drilling rig crews also rise with increases in demand. We cannot predict whether these conditions will exist in the future and, if so, what their timing and duration will be. In accordance with customary industry practice, our operators rely on independent third-party service providers to provide many of the services and equipment necessary to drill new wells. In addition, the economy has begun to experience elevated inflation levels as a result of global supply and demand imbalances resulting from the ongoing COVID-19 pandemic, resulting in increased costs of the goods, services and labor used by our operators, which has increased their operating costs. If our operators are unable to secure a sufficient number of drilling rigs at reasonable costs, our financial condition and results of operations could suffer. Shortages of, or an increase in costs for, drilling rigs, equipment, raw materials, supplies, personnel, trucking services, tubulars, hydraulic fracturing and completion services and production equipment could delay or restrict our operators’ exploration and development operations, which in turn could have a material adverse effect on our financial condition, results of operations and free cash flow.

The marketability of oil, natural gas and NGL production is dependent upon transportation, pipelines and refining facilities, which neither we nor many of our operators’ control. Any limitation in the availability of those facilities could interfere with our or our operators’ ability to market our or our operators’ production and could harm our business.

The marketability of our or our operators’ production depends in part on the availability, proximity and capacity of pipelines, tanker trucks and other transportation methods, and processing and refining facilities owned by third parties. The amount of oil that can be produced and sold is subject to curtailment in certain circumstances, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage or lack of available capacity on these systems, tanker truck availability and extreme weather conditions. Also, production from our wells may be insufficient to support the construction of pipeline facilities, and the shipment of our or our operators’ oil, natural gas and NGLs on third-party pipelines may be curtailed or delayed if it does not meet the quality specifications of the pipeline owners. The curtailments arising from these and similar circumstances may last from a few days to several months. In many cases, we or our operators are provided only with limited, if any, notice as to when these circumstances will arise and their duration. Any significant curtailment in gathering system or transportation, processing or refining-facility capacity could reduce our or our operators’ ability to market the production from our properties and have a material adverse effect on our financial condition, results of operations and free cash flow. Our or our operators’ access to transportation options and the prices we or our operators receive can also be affected by federal and state regulation-including regulation of oil, natural gas and NGL production, transportation and pipeline safety-as well by general economic conditions and changes in supply and demand. In addition, the third parties on whom we or our operators rely for transportation services are subject to complex federal, state, tribal and local laws that could adversely affect the cost, manner or feasibility of conducting our business.

Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

Oil, natural gas and NGL reserve engineering is not an exact science and requires subjective estimates of underground accumulations of oil, natural gas and NGLs and assumptions concerning future oil, natural gas and NGL prices, production levels, ultimate recoveries and operating and development costs. As a result, estimated quantities of proved, probable and possible reserves, projections of future production rates and the timing of development expenditures may be incorrect. Our estimates of proved, probable and possible reserves and related valuations as of December 31, 2021, 2020 and 2019 were audited by CG&A. CG&A conducted a detailed review of all of our properties for the period covered by its reserve report using information provided by us. Over time, we may make material changes to reserve estimates taking into account the results of actual drilling, testing and production. For example, due to the deterioration in commodity prices and operator activity in 2020 as a result of the COVID-19 pandemic and other factors, the commodity price assumptions used to calculate our reserves estimates declined, which in turn lowered our proved reserve estimates. A substantial portion of our reserve estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves and future cash generated from operations. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of oil, natural gas and NGLs that are ultimately recovered being different from our reserve estimates.

Furthermore, the present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated reserves. In accordance with rules established by the SEC and the Financial Accounting Standards Board, we base the estimated discounted future net cash flows from our proved reserves on the trailing twelve-month average oil and gas index prices, calculated as the unweighted arithmetic average for the first-day-of-the-month price for each month, and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general.

SEC rules could limit our ability to book additional proved undeveloped reserves in the future.

SEC rules require that, subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. This requirement has limited and may continue to limit our ability to book additional proved undeveloped reserves as the operators of our properties pursue their drilling programs. Moreover, we may be required to write down our proved undeveloped reserves if those wells are not drilled within the required five-year timeframe. Furthermore, we typically do not have access to the drilling schedules of our operators and make our determinations about their estimated drilling schedules from any development provisions in the relevant lease agreement and the historical drilling activity, rig locations, production data and permit trends, as well as investor presentations and other public statements of our operators. Although we believe that our approach in making such determinations is conservative, the accuracy of any such determination is inherently uncertain and subject to a number of assumptions and factors outside of our control, including but not limited to those described under “We depend on various unaffiliated operators for all of the exploration, development and production on the properties underlying our mineral and royalty interests. Substantially all of our revenue is derived from royalty payments made by these operators. A reduction in the expected number of wells to be drilled on our acreage by these operators or the failure of our operators to adequately and efficiently develop and operate our acreage could have an adverse effect on our results of operations. In particular, partly in response to the significant decrease in prices for oil in 2020, many of our operators substantially reduced their development activities and capital expenditures in 2021. The number of new wells drilled in many of our focus areas decreased in 2021, and such slower development pace may occur again in the future.” Any significant variance between our estimates and the actual drilling schedules of our operators may require us to write down our proved undeveloped reserves.

If oil, natural gas and NGL prices decline significantly, we could be required to record additional impairments of our proved oil, natural gas and NGL properties that would constitute a charge to earnings and reduce our stockholders’ equity.

Accounting rules require that we review the carrying value of our oil, natural gas and NGL properties for possible impairment at the end of each quarter. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development activities, production data, economics and other factors, we may be required to write down the carrying value of our properties. The net capitalized costs of our proved oil, natural gas and NGL properties are subject to a full cost ceiling limitation for which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%. To the extent capitalized costs of evaluated properties, net of accumulated depreciation, depletion, amortization and impairment, exceed estimated discounted future net revenues of our proved oil, natural gas and NGL reserves, the excess capitalized costs are charged to expense. Impairments would occur if we were to experience sufficient downward adjustments to our estimated proved reserves or the present value of estimated future net revenues. The risk that we will be required to recognize impairments of our oil, natural gas and NGL properties increases during periods of low commodity prices, such as those experienced in 2020. An impairment recognized in one period may not be reversed in a subsequent period even if higher oil, natural gas and NGL prices increase the cost center ceiling applicable to the subsequent period. If we incur impairment charges in the future, our results of operations for the periods in which such charges are taken may be materially and adversely affected.

The results of exploratory drilling in shale plays will be subject to risks associated with drilling and completion techniques and drilling results may not meet our expectations for reserves or production.

Our operators use the latest drilling and completion techniques in their operations, and these techniques come with inherent risks. When drilling horizontal wells, operators risk not landing the well bore in the desired drilling zone and straying from the desired drilling zone. When drilling horizontally through a formation, operators risk being unable to run casing through the entire length of the well bore and being unable to run tools and other equipment consistently through the horizontal well bore. Risks that our operators face while completing wells include being unable to fracture stimulate the planned number of stages, to run tools the entire length of the well bore during completion operations and to clean out the well bore after completion of the final fracture stimulation stage. In addition, to the extent our operators engage in horizontal drilling, those activities may adversely affect their ability to successfully drill in identified vertical drilling locations. Furthermore, certain of the new techniques that our operators may adopt, such as infill drilling and multi-well pad drilling, may cause irregularities or interruptions in production due to, in the case of infill drilling, offset wells being shut in and, in the case of multi-well pad drilling, the time required to drill and complete multiple wells before these wells begin producing. The results of drilling in new or emerging formations are more uncertain initially than drilling results in areas that are more developed and have a longer history of established production. Newer or emerging formations and areas often have limited or no production history and consequently our operators will be less able to predict future drilling results in these areas.

Ultimately, the success of these drilling and completion techniques can only be evaluated over time as more wells are drilled and production profiles are established over a sufficiently long time period. If our operators’ drilling results are weaker than anticipated or they are unable to execute their drilling program on our properties, our operating and financial results in these areas may be lower than we anticipate. Further, as a result of any of these developments we could incur material write-downs of our oil and natural gas properties and the value of our undeveloped acreage could decline, and our results of operations and free cash flow could be adversely affected.

Acreage must be drilled before lease expiration, generally within three to five years, in order to hold the acreage by production. Our operators’ failure to drill sufficient wells to hold acreage may result in the deferral of prospective drilling opportunities. In addition, our ORRIs may be lost if the underlying acreage is not drilled before the expiration of the applicable lease or if the lease otherwise terminates.

Leases on oil and natural gas properties typically have a term of three to five years, after which they expire unless, prior to expiration, production is established within the spacing units covering the undeveloped acres. In addition, even if production or drilling is established during such primary term, if production or drilling ceases on the leased property, the lease typically terminates, subject to certain exceptions.

Any reduction in our operators’ drilling programs, either through a reduction in capital expenditures or the unavailability of drilling rigs, could result in the expiration of existing leases. If the lease governing any of our mineral interests expires or terminates, all mineral rights revert back to us and we will have to seek new lessees to explore and develop such mineral interests. If the lease underlying any of our ORRIs expires or terminates, our ORRIs that are derived from such lease will also terminate. Any such expirations or terminations of our leases or our ORRIs could materially and adversely affect the growth of our financial condition, results of operations and free cash flow.

Drilling for and producing oil, natural gas and NGLs are high-risk activities with many uncertainties that may materially adversely affect our business, financial condition and results of operations.

The drilling activities of the operators of our properties will be subject to many risks. For example, we will not be able to assure our stockholders that wells drilled by the operators of our properties will be productive. Drilling for oil, natural gas and NGLs often involves unprofitable efforts, not only from dry wells but also from wells that are productive but do not produce sufficient oil, natural gas or NGLs to return a profit at then realized prices after deducting drilling, operating and other costs. The seismic data and other technologies used do not provide conclusive knowledge prior to drilling a well that oil, natural gas or NGL is present or that it can be produced economically. The costs of exploration, exploitation and development activities are subject to numerous uncertainties beyond our control and increases in those costs can adversely affect the economics of a project. Further, our operators’ drilling and producing operations may be curtailed, delayed, canceled or otherwise negatively impacted as a result of other factors, including:

• unusual or unexpected geological formations;

• loss of drilling fluid circulation;

• title problems;

• facility or equipment malfunctions;

• unexpected operational events;

• shortages or delivery delays of equipment and services;

• compliance with environmental and other governmental requirements; and

• adverse weather conditions, including the prior winter storms in February 2021 that adversely affected operator activity and production volumes in the southern United States, including in the Permian Basin.

Any of these risks can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination or loss of wells and other regulatory penalties. In the event that planned operations, including the drilling of development wells, are delayed or cancelled, or existing wells or development wells have lower than anticipated production due to one or more of the factors above or for any other reason, our financial condition, results of operations and free cash flow may be materially adversely affected.

Operating hazards and uninsured risks may result in substantial losses to us or our operators, and any losses could adversely affect our results of operations and free cash flow.

The operations of our operators will be subject to all of the hazards and operating risks associated with drilling for and production of oil, natural gas and NGLs, including the risk of fire, explosions, blowouts, surface cratering, uncontrollable flows of oil, natural gas, NGLs and formation water, pipe or pipeline failures, abnormally pressured

formations, casing collapses and environmental hazards such as oil and NGL spills, natural gas leaks and ruptures or discharges of toxic gases. In addition, their operations will be subject to risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives. The occurrence of any of these events could result in substantial losses to our operators due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations.

Competition in the oil and natural gas industry is intense, which may adversely affect our and our operators’ ability to succeed.

The oil and natural gas industry is intensely competitive, and the operators of our properties compete with other companies that may have greater resources. Many of these companies explore for and produce oil, natural gas and NGLs, carry on midstream and refining operations, and market petroleum and other products on a regional, national or worldwide basis. In addition, these companies may have a greater ability to continue exploration activities during periods of low oil, natural gas and NGL market prices. Our operators’ larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than our operators can, which would adversely affect our operators’ competitive position. Our operators may have fewer financial and human resources than many companies in our operators’ industry and may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties. Furthermore, the oil and gas industry has experienced recent consolidation amongst some operators, which has resulted in certain instances of combined companies with larger resources. Such combined companies may compete against our operators or, in the case of consolidation amongst our operators, may choose to focus their operations on areas outside of our properties. In addition, we face competition in identifying and acquiring additional properties and reserves. See “Our failure to successfully identify, complete and integrate acquisitions could adversely affect our growth and results of operations.”

Title to the properties in which we have an interest may be impaired by title defects.

We are not required to, and under certain circumstances we may elect not to, incur the expense of retaining lawyers to examine the title to our royalty and mineral interests. In such cases, we would rely upon the judgment of oil and gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental office before acquiring a specific royalty or mineral interest. The existence of a material title deficiency can render an interest worthless and can materially adversely affect our results of operations, financial condition and free cash flow. No assurance can be given that we will not suffer a monetary loss from title defects or title failure. Additionally, undeveloped acreage has a greater risk of title defects than developed acreage. If there are any title defects in properties in which we hold an interest, we may suffer a financial loss.

We rely on a few key individuals whose absence or loss could adversely affect our business.

Many key responsibilities within our business have been assigned to a small number of individuals. We rely on our founders for their knowledge of the oil and natural gas industry, relationships within the industry and experience in identifying, evaluating and completing acquisitions. The loss of their services could adversely affect our business. In particular, the loss of the services of one or more members of our executive team could disrupt our business. Further, we do not maintain “key person” life insurance policies on any of our executive team or other key personnel. As a result, we are not insured against any losses resulting from the death of these key individuals.

Loss of our or our operators’ information and computer systems, including as a result of cyber attacks, could materially and adversely affect our business.

We and our operators rely on electronic systems and networks to control and manage our respective businesses. If any of such programs or systems were to fail for any reason, including as a result of a cyber attack, or create erroneous information in our or our operators’ hardware or software network infrastructure, possible consequences could be significant, including loss of communication links and inability to automatically process commercial transaction or engage in similar automated or computerized business activities. Although we have multiple layers of

security to mitigate risks of cyber attacks, cyber attacks on business have escalated in recent years. Moreover, our operators are becoming increasingly dependent on digital technologies to conduct certain exploration, development, production and processing activities, including interpreting seismic data, managing drilling rigs, production activities and gathering systems, conducting reservoir modeling and estimating reserves. The U.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats. If our operators become the target of cyber attacks of information security breaches, their business operations may be substantially disrupted, which could have an adverse effect on our results of operations. In addition, our efforts to monitor, mitigate and manage these evolving risks may result in increased capital and operating costs, but there can be no assurance that such efforts will be sufficient to prevent attacks or breaches from occurring. Additionally, we regularly enter into transactions directly with individual mineral and royalty interest owners, who may have less sophisticated electronic systems or networks and may be more vulnerable to cyber-attacks. For example, in August 2021, an individual mineral owner’s email account was compromised, which resulted in a fraudulent payment of approximately $165,000 in connection with an acquisition. As a result of this incident, we have implemented formal procedures and controls to mitigate future occurrences of such incidents, but there can be no assurance that these efforts will be sufficient to prevent similar attacks or breaches from occurring in the future.

A terrorist attack or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts and other armed conflicts involving the United States or other countries may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for oil, natural gas and NGLs, potentially putting downward pressure on demand for our operators’ services and causing a reduction in our revenues. Oil, natural gas and NGL related facilities could be direct targets of terrorist attacks, and, if infrastructure integral to our operators is destroyed or damaged, they may experience a significant disruption in their operations. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

A deterioration in general economic, business, political or industry conditions, such as those experienced in 2020, could materially adversely affect our results of operations, financial condition and free cash flow.

In recent years, concerns over global economic conditions, energy costs, geopolitical issues, the impacts of the COVID-19 pandemic, inflation, the availability and cost of credit and slow economic growth in the United States have contributed to significantly reduced economic activity and diminished expectations for the global economy. Additionally, recent acts of protest and civil unrest have caused economic and political disruption in the United States. Meanwhile, continued hostilities in the Middle East and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the economies of the United States and other countries. Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. An oversupply of crude oil in 2020 led to a severe decline in worldwide oil prices. If the economic climate in the United States or abroad deteriorates, worldwide demand for petroleum products could further diminish, which could impact the price at which oil, natural gas and NGLs from our properties are sold, affect the ability of our operators to continue operations and ultimately materially adversely impact our results of operations, financial condition and free cash flow.

Risks Related to Environmental and Regulatory Matters

Conservation measures, technological advances and increasing attention to ESG matters could materially reduce demand for oil, natural gas and NGLs, availability of capital and adversely affect our results of operations and the trading market for shares of our Class A common stock.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil, natural gas and NGLs, technological advances in fuel economy and energy-generation devices could reduce demand for oil, natural gas and NGLs. The impact of the changing demand for oil, natural gas and NGL services and products may have a material adverse effect on our business, financial condition, results of operations and free cash flow.

It is also possible that the concerns about the production and use of fossil fuels will reduce the number of investors willing to own shares of our Class A common stock, adversely affecting the market price of our Class A common stock. For example, certain segments of the investor community have developed negative sentiment towards investing in our industry. Recent equity returns in the sector versus other industry sectors have led to lower oil and gas representation in certain key equity market indices. In addition, some investors, including investment advisors and certain sovereign wealth, pension funds, university endowments and family foundations, have stated policies to divest from, or not provide funding to, the oil and gas sector based on their social and environmental considerations. Furthermore, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors and other financial institutions to inform their investment, financing and voting decisions, and unfavorable ESG ratings may lead to increased negative sentiment toward us from such institutions. Certain other stakeholders have also pressured commercial and investment banks to stop financing oil and gas and related infrastructure projects. Such developments, including environmental activism and initiatives aimed at limiting climate change and reducing air pollution, could result in downward pressure on the stock prices of oil and gas companies, including ours and also adversely affect our availability of capital. Additionally, to the extent ESG matters negatively impact our or our operators’ reputation, we or our operators may not be able to compete as effectively to recruit or retain employees, which may adversely affect our or our operators’ operations.

Oil, natural gas and NGL operations are subject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for our operators, and failure to comply could result in our operators incurring significant liabilities, either of which may impact our operators’ willingness to develop our interests.

Our operators’ operations on the properties in which we hold interests are subject to various federal, state and local governmental regulations that may change from time to time in response to economic and political conditions. Matters subject to regulation include drilling operations, production and distribution activities, discharges or releases of pollutants or wastes, plugging and abandonment of wells, maintenance and decommissioning of other facilities, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and natural gas wells below actual production capacity to conserve supplies of oil, natural gas and NGLs. In addition, the production, handling, storage and transportation of oil, natural gas and NGLs, as well as the remediation, emission and disposal of oil, natural gas and NGL wastes, by-products thereof and other substances and materials produced or used in connection with oil, natural gas and NGL operations are subject to regulation under federal, state and local laws and regulations primarily relating to protection of worker health and safety, natural resources and the environment. Failure to comply with these laws and regulations may result in the assessment of sanctions on our operators, including administrative, civil or criminal penalties, permit revocations, requirements for additional pollution controls and injunctions limiting or prohibiting some or all of our operators’ operations on our properties. Moreover, these laws and regulations have generally imposed increasingly strict requirements related to water use and disposal, air pollution control and waste management.

Laws and regulations governing exploration and production may also affect production levels. Our operators must comply with federal and state laws and regulations governing conservation matters, including, but not limited to:

• provisions related to the unitization or pooling of the oil and natural gas properties;

• the establishment of maximum rates of production from wells;

• the spacing of wells;

• the plugging and abandonment of wells; and

• the removal of related production equipment.

Additionally, federal and state regulatory authorities may expand or alter applicable pipeline-safety laws and regulations. For example, in November 2021, the Pipeline and Hazardous Materials Safety Administration issued a final rule significantly expanding reporting and safety requirements for operators of gas gathering pipelines, including previously unregulated pipelines. Compliance with such regulations may require increased capital costs for third-party oil, natural gas and NGL transporters. These transporters may attempt to pass on such costs to our operators, which in turn could affect profitability on our properties.

Our operators must also comply with laws and regulations prohibiting fraud and market manipulations in energy markets. To the extent the operators of our properties are shippers on interstate pipelines, they must comply with the tariffs of those pipelines and with federal policies related to the use of interstate capacity.

Our operators may be required to make significant expenditures to comply with the laws and regulations described above and may be subject to potential fines and penalties if they are found to have violated these laws and regulations. We believe the trend of more expansive and stricter environmental legislation and regulations will continue. For example, following the election of President Biden and a Democratic majority in both houses of Congress, it is possible that our operators may continue to be subject to greater environmental, health and safety restrictions, particularly with regards to hydraulic fracturing, permitting and GHG emissions. Please read “Item 1-Business-Regulation of Environmental and Occupational Safety and Health Matters” for a description of the laws and regulations that affect our operators and that may affect us. These and other potential regulations could increase the operating costs of our operators and delay production and may ultimately impact our operators’ ability and willingness to develop our properties.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in our operators incurring increased costs, additional operating restrictions or delays and fewer potential drilling locations.

Our operators engage in hydraulic fracturing, which is a common practice that is used to stimulate production of hydrocarbons from tight formations, including shales. The process involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. Currently, hydraulic fracturing is generally exempt from regulation under the SDWA Underground Injection Control program and is typically regulated by state oil and gas commissions or similar agencies.

However, several federal agencies have asserted regulatory authority over certain aspects of the process. For example, in June 2016, the EPA published an effluent limit guideline final rule prohibiting the discharge of wastewater from onshore unconventional oil and gas extraction facilities to publicly owned wastewater treatment plants. Also, from time to time, legislation has been introduced, but not enacted, in Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the hydraulic fracturing process. This or other federal legislation related to hydraulic fracturing may be considered again in the future, though we cannot predict the extent of any such legislation at this time.

Moreover, some states and local governments have adopted, and other governmental entities are considering adopting, regulations that could impose more stringent permitting, disclosure and well-construction requirements on hydraulic fracturing operations, including states in which our properties are located. For example, Texas, Colorado and North Dakota, among others, have adopted regulations that impose new or more stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations. In April 2019, Colorado adopted Senate Bill 19-181, which made sweeping changes in Colorado oil and gas law, including among other matters, requiring the COGCC to prioritize public health and environmental concerns in its decisions, instructing the COGCC to adopt rules to minimize emissions of methane and other air contaminants, and delegating considerable new authority to local governments to regulate surface impacts. In keeping with SB 19-181, the COGCC in November 2020 adopted revisions to several regulations to increase protections for public health, safety, welfare, wildlife, and environmental resources. Most significantly, these revisions established more stringent setbacks (2,000 feet, instead of the prior 500-foot) on new oil and gas development and eliminated routine flaring and venting of natural gas at new or existing wells across the state, each subject to only limited exceptions. Some local communities have adopted, or are considering adopting, further restrictions for oil and gas activities, such as requiring greater setbacks. States could also elect to prohibit high volume hydraulic fracturing altogether. In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in general and/or hydraulic fracturing in particular. Additionally, on December 17, 2021, the Colorado Air Quality Control Commission adopted regulations aimed at curbing methane emissions from oil and gas operations to include setting methane emission limits per 1,000 Boe produced, more frequent inspections and limits on emissions during maintenance.

Separately, several state and federal agencies have examined a possible connection between hydraulic fracturing related activities, particularly the underground injection of wastewater into disposal wells, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity. The United States Geological Survey has identified eight states, including Oklahoma and Texas, with areas of increased rates of induced seismicity that could be attributed to fluid injection or oil and gas extraction. To that end, states in which some of our operators operate have introduced protocols or guidance regarding saltwater disposal wells. For example, in September 2021, the RRC issued a notice to operators in the Midland area to reduce saltwater disposal well actions and provide certain data to the commission. Subsequently, the RRC ordered the indefinite suspension of all deep oil and gas produced water injection wells in the area, effective December 31, 2021. Separately, New Mexico has implemented protocols requiring operators to take various actions within a specified proximity of certain seismic activity, including a requirement to limit injection rates if a seismic event is of a certain magnitude. As a result of these developments, our operators may be required to curtail operations or adjust development plans, which may adversely affect our business.

In addition, a number of lawsuits have been filed, most recently in Oklahoma, alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements, including requirements in the permitting of produced water disposal wells or otherwise to assess the relationship between seismicity and the use of such wells. In some instances, regulators may also order that disposal wells be shut in.

Increased regulation and attention given to the hydraulic fracturing process, including the disposal of produced water gathered from drilling and production activities, could lead to greater opposition to, and litigation concerning, oil, natural gas and NGL production activities using hydraulic fracturing techniques in areas where we own mineral and royalty interests. Additional legislation or regulation could also lead to operational delays or increased operating costs for our operators in the production of oil, natural gas and NGLs, including from the development of shale plays, or could make it more difficult for our operators to perform hydraulic fracturing. The adoption of any federal, state or local laws or the implementation of regulations regarding hydraulic fracturing could potentially cause a decrease in our operators’ completion of new oil and natural gas wells on our properties and an associated decrease in the production attributable to our interests, which could have a material adverse effect on our business, financial condition and results of operations.

Restrictions on the ability of our operators to obtain water may have an adverse effect on our financial condition, results of operations and free cash flow.

Water is an essential component of deep shale oil, natural gas and NGL production during both the drilling and hydraulic fracturing processes. Over the past several years, parts of the country, and in particular the western United States, have experienced extreme drought conditions. As a result of this severe drought, some local water districts have begun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supply. Such conditions may be exacerbated by climate change. If our operators are unable to obtain water to use in their operations from local sources, or if our operators are unable to effectively utilize flowback water, they may be unable to economically drill for or produce oil, natural gas and NGLs from our properties, which could have an adverse effect on our financial condition, results of operations and free cash flow.

A series of risks arising out of the threat of climate change could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduce demand for the oil, natural gas and NGLs that our operators produce.

The threat of climate change continues to attract considerable attention in the United States and in foreign countries. As a result, our operations as well as the operations of our operators and our operators’ suppliers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHGs.

In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, President Biden has highlighted addressing climate change as a priority of his administration and has issued several executive orders addressing climate change. Moreover, following the U.S. Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the DOT, implementing GHG emissions limits on vehicles manufactured for operation in the United States. The regulation of methane from oil and gas facilities has been subject to uncertainty in recent years. In September 2020, the Trump Administration revised prior regulations to rescind certain methane standards and remove the transmission and storage segments from the source category for certain regulations. However, subsequently, the U.S. Congress approved, and President Biden signed into law, a resolution under the Congressional Review Act to repeal the September 2020 revisions to the methane standards, effectively reinstating the prior standards. Additionally, in November 2021, the EPA issued a proposed rule that, if finalized, would establish OOOO(b) new source and OOOO(c) first-time existing source standards of performance for methane and volatile organic compound emissions for oil and gas facilities. Operators of affected facilities will have to comply with specific standards of performance to include leak detection using optical gas imaging and subsequent repair requirements, and reduction of emissions by 95% through capture and control systems. The EPA plans to issue a supplemental proposal in 2022 containing additional requirements not included in the November 2021 proposed rule, and anticipates the issuance of a final rule by the end of the year. We cannot predict the scope of any final methane regulatory requirements or the cost to comply with such requirements. However, given the long-term trend toward increasing regulation, future federal GHG regulations of the oil and gas industry remain a significant possibility.

Separately, various states and groups of states have adopted or are considering adopting legislation, regulation or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. At the international level, the United Nations-sponsored “Paris Agreement” requires member states to submit non-binding, individually-determined reduction goals known as Nationally Determined Contributions (“NDCs”) every five years after 2020. Following President Biden’s executive order in January 2021, the United States rejoined the Paris Agreement and, in April 2021, established a goal of reducing economy-wide net GHG emissions 50-52% below 2005 levels by 2030. Additionally, at COP26, the United States and the European Union jointly announced the launch of a Global Methane Pledge; an initiative committing to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasible reductions” in the energy sector. The full impact of these actions is uncertain at this time and it is unclear what additional initiatives may be adopted or implemented that may have adverse effects upon us and our operators’ operations.

Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including action taken by President Biden with respect to his climate change related pledges. On January 27, 2021, President Biden issued an executive order that called for substantial action on climate change, including, among other things, the increased use of zero-emission vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risks across government agencies and economic sectors. The Biden Administration has also called for restrictions on leasing on federal land, including the Department of Interior’s publication of a report recommending various changes to the federal leasing program, though many such changes would require Congressional action. Substantially all of our mineral interests are located on private lands, but we cannot predict the full impact of these developments or whether the Biden Administration may pursue further restrictions. Other actions that could be pursued by the Biden Administration may include the imposition of more restrictive requirements for the establishment of pipeline infrastructure or the permitting of LNG export facilities, as well as more restrictive GHG emission limitations for oil and gas facilities. Litigation risks are also increasing as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court, alleging among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.

There are also increasing financial risks for fossil fuel producers as stockholders currently invested in fossil-fuel energy companies may elect in the future to shift some or all of their investments into non-fossil fuel related sectors. Institutional lenders who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. For example, at COP26, GFANZ announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals. The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing and/or underwriting activities to net zero emissions by 2050. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. In late 2020, the Federal Reserve announced that it had joined NGFS, a consortium of financial regulators focused on addressing climate-related risks in the financial sector. Subsequently, in November 2021, the Federal Reserve issued a statement in support of the efforts of the NGFS to identify key issues and potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. Although we cannot predict the effects of these actions, such limitation of investments in and financing for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities. Additionally, the SEC announced its intention to promulgate rules requiring climate disclosures. Although the form and substance of these requirements is not yet known, this may result in additional costs to comply with any such disclosure requirements.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate the GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for oil and natural gas, which could reduce the profitability of our interests. Additionally, political, litigation and financial risks may result in our oil and natural gas operators restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce the profitability of our interests. One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.

Climate change may also result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patters, that could adversely impact our operations, as well as those of our operators and their supply chains. Such physical risks may result in damage to operators’ facilities or otherwise adversely impact their operations, such as if they become subject to water use curtailments in response to drought, or demand for their products, such as to the extent warmer winters reduce the demand for energy for heating purposes.

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities, including any future legislation that generally affects the taxation of natural gas and oil exploration and development companies such as our operators, could adversely affect our results of operation and free cash flow.

We are subject to various complex and evolving U.S. federal, state and local taxes. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us or our operators, in each case, possibly with retroactive effect, and may have an adverse effect on our business and future profitability. For example, several tax proposals have been set forth that would, if enacted, make significant changes to U.S. tax laws. Such proposals have included an increase in the U.S. federal income tax rate applicable to corporations (such as Brigham Minerals) from 21%, the imposition of a minimum tax on book income for certain corporations, the imposition of an excise tax on certain corporate stock repurchases that would be borne by the corporation repurchasing such stock, and the elimination of certain tax subsidies for fossil fuels. Congress could consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect us or our operators’ operations on the properties in which we hold interests, which, in turn, could adversely affect our results of operation and free cash flow.

Additional restrictions on drilling activities intended to protect certain species of wildlife may adversely affect our operators’ ability to conduct drilling activities.

In the United States, the ESA restricts activities that may affect endangered or threatened species or their habitats. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act (the “MBTA”). To the extent species that are listed under the ESA or similar state laws, or are protected under the MBTA, live in the areas where our operators operate, our operators’ abilities to conduct or expand operations could be limited, or our operators could be forced to incur material additional costs. Moreover, our operators’ drilling activities may be delayed, restricted or precluded in protected habitat areas or during certain seasons, such as breeding and nesting seasons.

In addition, as a result of one or more settlements approved by the FWS, the agency was required to make a determination on the listing of numerous other species as endangered or threatened under the ESA by the end of the FWS’ 2017 fiscal year. The FWS did not make that deadline; however, review is reportedly ongoing. The designation of previously unidentified endangered or threatened species-such as the dunes sagebrush lizard or greater sage grouse-could cause our operators’ operations to become subject to operating restrictions or bans, and limit future development activity in affected areas. In June 2021, the FWS proposed to list two distinct population segments of the lesser prairie chicken, whose range extend to areas where we may hold mineral interests, under the ESA. The FWS and similar state agencies may also designate critical or suitable habitat areas that they believe are necessary for the survival of threatened or endangered species. Such a designation could materially restrict use of or access to federal, state and private lands, which may reduce the profitability of our interests to the extent they are associated with such designations.

Risks Related to Our Financial and Debt Arrangements

Our derivative activities could result in financial losses and reduce earnings.

From time to time in the past we have used, and in the future we may use, derivative instruments for a portion of our future oil, natural gas and NGL production, including fixed price swaps, collars and basis swaps, to mitigate the risk and resulting impact of commodity price volatility. However, these hedging activities may not be as effective as we intend in reducing the volatility of our cash flows and, if entered into, are subject to the risks that the terms of the derivative instruments will be imperfect, a counterparty may not perform its obligations under a derivative contract, there may be a change in the expected differential between the underlying commodity price in the derivative instrument and the actual price received, our hedging policies and procedures may not be properly followed and the steps we take to monitor our derivative financial instruments may not detect and prevent violations of our risk management policies and procedures, particularly if deception or other intentional misconduct is involved. Further, we may be limited in receiving the full benefit of increases in oil, natural gas and NGL prices as a result of these hedging transactions. The occurrence of any of these risks could prevent us from realizing the benefit of a derivative contract. Further, our hedging activities are not likely to mitigate the entire exposure of our operations to commodity price volatility. We had no natural gas or oil derivative contracts in place as of December 31, 2021 and 2020. For the year ended December 31, 2019, we recorded a loss on commodity derivative instruments, net of $(0.6) million. To the extent we do not hedge against commodity price volatility, or our hedges are not effective, our results of operations and financial position may be diminished.

Our revolving credit facility has substantial restrictions and financial covenants that may restrict our business and financing activities and our ability to declare dividends.

The operating and financial restrictions and covenants in our revolving credit facility restrict, and any future financing agreements likely will restrict, our ability to finance future operations or capital needs, engage, expand or pursue our business activities or pay dividends. Our revolving credit facility restricts, and any future financing agreements likely will restrict, our ability to, among other things:

• incur indebtedness;

• issue certain equity securities, including preferred equity securities;

• incur certain liens or permit them to exist;

• engage in certain fundamental changes, including mergers or consolidations;

• make certain investments, loans, advances, guarantees and acquisitions;

• sell or transfer assets;

• enter into sale and leaseback transactions;

• pay dividends to or redeem or repurchase shares from our stockholders;

• make certain payments of junior indebtedness;

• enter into transactions with our affiliates;

• enter into certain restrictive agreements; and

• enter into swap agreements and hedging arrangements.

Our revolving credit facility restricts our ability to pay dividends to our stockholders or to repurchase shares of our Class A common stock. We also are required under our revolving credit facility to comply with, as of the most recently completed fiscal quarter, (i) a ratio of total net funded debt to consolidated EBITDA not to exceed 3.50 to 1.00, and (ii) a current ratio of not less than 1.00 to 1.00 and (iii) leverage (maximum 3.00x) and liquidity (minimum 10% of total revolving commitments) conditions with respect to the ability to pay dividends or distributions (other than permitted tax distributions). Our ability to comply with these restrictions and covenants in the future is uncertain and will be affected by the levels of free cash flow and events or circumstances beyond our control, such as a downturn in our business or the economy in general or reduced oil, natural gas and NGL prices. If we violate any of the restrictions, covenants, ratios or tests in our revolving credit facility, a significant portion of our indebtedness may become immediately due and payable, our ability to pay dividends to our stockholders will be inhibited and our lenders’ commitment to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, our obligations under our revolving credit facility are secured by substantially all of our assets, and if we are unable to repay our indebtedness under our revolving credit facility, the lenders can seek to foreclose on our assets.

The borrowings under our revolving credit facility expose us to interest rate risk.

We are exposed to interest rate risk associated with borrowings under the our revolving credit facility. Our revolving credit facility bears interest at a rate per annum equal to, at our option, the adjusted base rate or the adjusted London Inter-Bank Offered Rate (“LIBOR”) rate plus an applicable margin. The applicable margin is based on utilization of our revolving credit facility and ranges from (a) in the case of adjusted base rate loans, 1.500% to 2.500% and (b) in the case of adjusted LIBOR rate loans, 2.500% to 3.500%. LIBOR tends to fluctuate based on multiple facts, including general short-term interest rates, rates set by the U.S. Federal Reserve and other central banks, the supply of and demand for credit in the London interbank market and general economic conditions. If interest rates increase, so will our interest costs, which may have a material adverse effect on our business, financial conditions and results of operations.

In 2017, the U.K. Financial Conduct Authority announced that it will no longer persuade or compel banks to submit LIBOR rates after 2021. At the end of 2021, the ICE Benchmark Administration (the current LIBOR administrator) ceased publishing one-week and two-month U.S. dollar LIBOR tenors and announced that it will cease publishing all remaining U.S. dollar LIBOR tenors in June 2023. The Federal Reserve Bank of New York, in conjunction with the Alternative Reference Rates Committee, has recommended that U.S. dollar LIBOR be replaced by the Secured Overnight Financing Rate (“SOFR”) SOFR is an overnight rate backed by U.S. Treasury, rather than a term rate, making it an inexact replacement for LIBOR. Whether or not SOFR or any other potential alternative reference rate attains market traction as a LIBOR replacement rate remains in question.

The current provisions in our revolving credit facility to change the benchmark rate for LIBOR loans from LIBOR to SOFR require calculations of a spread. Industry organizations are attempting to structure the spread calculation in a manner that minimizes the possibility of value transfer between borrowers, lenders and contractual counterparties as a result of the switch to SOFR, but there can be no assurance that the calculated spread will be fair and accurate. We cannot predict the effect of any such changes, any establishment of alternative reference rates or any other reforms that may be required and/or implemented given the developments with respect to LIBOR. The potential effect of the cessation of LIBOR or our future borrowing costs for any borrowings under our revolving credit facility cannot yet be determined

Our debt levels may limit our flexibility to obtain additional financing and pursue other business opportunities.

Our existing and future indebtedness could have important consequences to us, including:

• our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on terms acceptable to us;

• covenants in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

• our access to the capital markets may be limited;

• our borrowing costs may increase;

• we will need a substantial portion of our free cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, future business opportunities and payment of dividends to our stockholders; and

• our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally.

Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms or at all.

Risks Related to Our Class A Common Stock

Brigham Minerals is a holding company. Brigham Minerals’ sole material asset is its equity interest in Brigham LLC and it is accordingly dependent upon distributions from Brigham LLC to pay taxes, cover its corporate and other overhead expenses and pay any dividends on our Class A common stock.

Brigham Minerals is a holding company and has no material assets other than its equity interest in Brigham LLC. Please see “Item 1-Business-Overview-Our Corporate Structure.” Brigham Minerals has no independent means of generating revenue. To the extent Brigham LLC has available cash, Brigham LLC is required to make (i) pro rata distributions to all its unitholders, including to Brigham Minerals, in an amount generally intended to allow such holders to satisfy their respective income tax liabilities with respect to their allocable share of the income of Brigham LLC, based on certain assumptions and conventions, provided that the distribution will be sufficient to allow Brigham Minerals to satisfy its actual tax liabilities and (ii) non-pro rata payments to Brigham Minerals in an amount sufficient to cover its corporate and other overhead expenses. In addition, as the sole managing member of Brigham LLC, we will cause Brigham LLC to make pro rata distributions to all of its unitholders, including to Brigham Minerals, in an amount sufficient to allow us to fund dividends to our stockholders in accordance with our dividend policy, to the

extent our Board of Directors declares such dividends. Therefore, although we have paid dividends to our stockholders in the past and expect to pay dividends on our Class A common stock in amounts determined from time to time by our Board of Directors in the future, our ability to do so may be limited to the extent Brigham LLC and its subsidiaries are limited in their ability to make these and other distributions to us, including due to the restrictions under our revolving credit facility. To the extent that we need funds and Brigham LLC or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the requirements of the New York Stock Exchange (the “NYSE”), with which we were not required to comply as a private company. Complying with these requirements occupies a significant amount of time of our Board of Directors and management and significantly increases our costs and expenses. We are required to, among other things, institute a more comprehensive compliance function, comply with rules promulgated by the NYSE; prepare and distribute periodic public reports in compliance with federal securities laws; establish new internal policies, such as those relating to insider trading, and involve and retain to a greater degree outside counsel and accountants in the above activities.

Furthermore, we are required to comply with the provisions of Section 404 of the Sarbanes Oxley Act, including the requirement to have our independent registered public accounting firm attest to the effectiveness of our internal controls. Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, being a public company subject to these rules and regulations makes it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers.

If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. If one or more material weaknesses emerge related to financial reporting, or if we otherwise fail to establish and maintain effective internal control over financial reporting, our ability to accurately report our financial results could be adversely affected. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A common stock.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future, that we will be able to comply with our obligations under Section 404 of the Sarbanes-Oxley Act, or that we will not identify material weaknesses related to our financial reporting. If one or more material weaknesses emerge related to financial reporting in the future, or if we otherwise fail to establish and maintain effective internal control over financial reporting, our operating results and ability to meet our reporting obligations may be adversely affected and we may be subject to adverse regulatory consequences. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our Class A common stock. See “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations-Internal Controls and Procedures.”

Our Sponsors have the ability to direct the voting of a substantial portion of the voting power of our common stock, and their interests may conflict with those of our other stockholders.

Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our certificate of incorporation. As of December 31, 2021, our Sponsors beneficially own, on a combined basis, none of our outstanding shares of Class A common stock and approximately 45.5% of our shares of Class B common stock, representing 8.7% of our combined economic interest and voting power. As a result, this concentration of ownership allows our Sponsors to have significant influence over matters requiring stockholder approval, may deter hostile takeovers and may make it less likely that other holders of our Class A common stock will be able to affect the way we are managed or the direction of our business. The interests of our Sponsors with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders.

Furthermore, we are party to a stockholders’ agreement with our Sponsors. The stockholders’ agreement provides each of our Sponsors with the right to designate a certain number of nominees to our Board of Directors, subject to certain ownership requirements in our common stock. Our Sponsors’ concentration of stock ownership may also adversely affect the trading price of our Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with significant stockholders.

Furthermore, while we believe that our Sponsor’s ownership interests in us provide them with an economic incentive to assist us to be successful, our Sponsors are not subject to any obligation to maintain their ownership interest in us. Our Sponsors may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce their ownership interest in us, such as in the case of certain sales of our stock by our Sponsors in 2020 and 2021. Such actions could adversely affect our ability to successfully implement our business strategies, which could adversely affect our business, financial condition and results of operations.

Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Certain of our directors, who are responsible for managing the direction of our operations and acquisition activities, hold positions of responsibility with other entities (including Pine Brook-affiliated entities) that are in the business of identifying and acquiring oil and natural gas properties. For example, one of our directors (Mr. Stoneburner) is a Managing Director of Pine Brook, which is in the business of investing in oil and natural gas companies with independent management teams that also seek to acquire oil and natural gas properties. In addition, Mr. Brigham, our executive chairman, is involved with certain other entities involved in the oil and gas industry, including Brigham Exploration Company, Atlas Permian Water, Atlas Permian Sand, Brigham Development, Anthem Ventures, Langford Energy Partners I, LLC and Brigham Oil & Gas, L.P., and Mr. Langford, one of our directors, is also involved with entities involved in the oil and gas industry, including Langford Energy Partners I, LLC and Brigham Oil & Gas, L.P. The existing positions held by these directors may give rise to fiduciary or other duties that are in conflict with the duties they owe to us. These directors may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, they may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor. For additional discussion of our management’s business affiliations and the potential conflicts of interest of which our stockholders should be aware, see “Item 13-Certain Relationships and Related Transactions, and Director Independence.”

Our Sponsors and their affiliates are not limited in their ability to compete with us, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable our Sponsors to benefit from corporate opportunities that might otherwise be available to us.

Our governing documents provide that our Sponsors and their affiliates (including portfolio investments of our Sponsors and their affiliates) are not restricted from owning assets or engaging in businesses that compete directly or indirectly with us and that we renounce any interest or expectancy in any business opportunity that may be from time to time presented to our Sponsors or their respective affiliates. In particular, subject to the limitations of applicable law, our amended and restated certificate of incorporation, among other things:

• permits our Sponsors and their affiliates and our directors to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and

• provides that if our Sponsors or their affiliates or any director or officer of one of our affiliates, our Sponsors or their affiliates who is also one of our directors becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us.

Our Sponsors or their affiliates may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Further, such businesses may choose to compete with us for these opportunities, possibly causing these opportunities to not be available to us or causing them to be more expensive for us to pursue. In addition, our Sponsors and their affiliates may dispose of oil and natural gas properties or other assets in the future, without any obligation to offer us the opportunity to purchase any of those assets. As a result, our renouncing our interest and expectancy in any business opportunity that may be from time to time presented to our Sponsors and their affiliates could adversely impact our business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for ours. Please see Exhibit 4.7 to this Annual Report on Form 10-K “Description of Brigham Minerals, Inc.’s Class A common stock.”

Each of our Sponsors is an established participant in the oil and natural gas industry and has resources greater than ours, which may make it more difficult for us to compete with our Sponsors with respect to commercial activities as well as for potential acquisitions. We cannot assure you that any conflicts that may arise between us and our stockholders, on the one hand, and our Sponsors, on the other hand, will be resolved in our favor. As a result, competition from our Sponsors and their affiliates could adversely impact our results of operations.

Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and could deprive our investors of the opportunity to receive a premium for their shares.

Our amended and restated certificate of incorporation authorizes our Board of Directors to issue preferred stock without stockholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. If our Board of Directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

• establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders;

• provide that the authorized number of directors constituting our Board of Directors may be changed only by resolution of the Board of Directors;

• provide that all vacancies, including newly created directorships, may, except as otherwise required by law, the terms of the stockholders’ agreement or, if applicable, the rights of holders of a series of our preferred stock, be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum;

• provide that our bylaws can be amended by the Board of Directors;

• provide that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of our preferred stock with respect to such series;

• provide that our certificate of incorporation and bylaws may be amended by the affirmative vote of the holders of not less than 66 2/3% of our then outstanding shares of common stock;

• provide that special meetings of our stockholders may only be called by our Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the members of the Board of Directors serving at the time of such vote;

• provide for our Board of Directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three-year terms, other than directors that may be elected by holders of our preferred stock, if any;

• provide that the affirmative vote of the holders of not less than 66 2/3% in voting power of all then outstanding shares of common stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to remove any or all of the directors from office, and such removal may only be for “cause”; and

• prohibit cumulative voting on all matters.

Furthermore, the terms of our amended and restated certificate of incorporation and amended and restated bylaws are subject to the terms of the stockholders’ agreement. See “Item 13-Certain Relationships and Related Transactions, and Director Independence.”

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our amended and restated certificate of incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Our ability to pay dividends to our stockholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.

Brigham Minerals is a holding company and has no material assets other than its ownership of Brigham LLC Units, and Brigham Minerals does not have any independent means of generating revenue. To the extent Brigham LLC has available cash, Brigham LLC is required to make (i) pro rata distributions to all its unitholders, including to Brigham Minerals, in an amount generally intended to allow such holders to satisfy their respective income tax liabilities with respect to their allocable share of the income of Brigham LLC, based on certain assumptions and conventions, provided that the distribution will be sufficient to allow Brigham Minerals to satisfy its actual tax liabilities and (ii) non-pro rata payments to Brigham Minerals in an amount sufficient to cover its corporate and other overhead expenses. In addition, as the sole managing member of Brigham LLC, Brigham Minerals will cause Brigham LLC to make pro rata distributions to all of its unitholders, including to Brigham Minerals, in an amount sufficient to allow it to fund dividends to its stockholders in accordance with its dividend policy, to the extent its Board of Directors declares such dividends. Brigham LLC is a distinct legal entity and may be subject to legal or contractual restrictions that, under certain circumstances, may limit Brigham Minerals ability to obtain cash from it. If Brigham LLC is unable to make distributions, we may not receive adequate distributions, which could materially and adversely affect our free cash flow and financial position and our ability to fund any dividends.

Although we have paid dividends on our Class A common stock and expect to pay dividends on our Class A common stock in the future, our Board of Directors will take into account general economic and business conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, including restrictions and covenants contained in our debt agreements, business prospects and other factors that our Board of Directors considers relevant in determining whether, and in what amounts, to pay such dividends. In addition, our revolving credit facility limits the amount of distributions that Brigham LLC can make to us and the purposes for which distributions could be made. Accordingly, we may not be able to pay dividends even if our Board of Directors would otherwise deem it appropriate. See “Item 5-Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Dividend Policy,” “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations-Capital Requirements and Sources of Liquidity” and Exhibit 4.7 to this Annual Report on Form 10-K, “Description of Brigham Minerals, Inc.’s Class A common stock.”

In certain circumstances, Brigham LLC will be required to make tax distributions to the Brigham Unit Holders, including Brigham Minerals, and such tax distributions may be substantial. To the extent Brigham Minerals receives tax distributions in excess of its actual tax liabilities and retains such excess cash, the Original Owners that hold Brigham LLC Units would benefit from such accumulated cash balances if they exercise their Redemption Right.

Pursuant to the Brigham LLC Agreement, to the extent Brigham LLC has available cash (taking into account existing and projected capital expenditures), Brigham LLC is required to make generally pro rata distributions (which we refer to as “tax distributions”), to all its unitholders, including Brigham Minerals, in an amount generally intended to allow the Brigham Unit Holders to satisfy their respective income tax liabilities with respect to their allocable share of the income of Brigham LLC, based on certain assumptions and conventions, provided that tax distributions will be made sufficient to allow Brigham Minerals to satisfy its actual tax liabilities. The amount of such tax distributions will be determined based on certain assumptions, including an assumed individual income tax rate, and will be calculated after taking into account other distributions (including other tax distributions) made by Brigham LLC. Because tax distributions will be made pro rata based on ownership and due to, among other items, differences between the tax rates applicable to Brigham Minerals and the assumed individual income tax rate used in the calculation and requirements under the applicable tax rules that Brigham LLC’s net taxable income be allocated disproportionately to its unitholders in certain circumstances, tax distributions may significantly exceed the actual tax liability for many of the Brigham Unit Holders, including Brigham Minerals. If Brigham Minerals retains the excess cash it receives, the Original Owners that hold Brigham LLC Units would benefit from any value attributable to such accumulated cash balances upon their exercise of the Redemption Right. However, we expect to use such accumulated cash balances to pay dividends in respect of our Class A common stock or to take other steps to eliminate any material cash balances. In addition, the tax distributions Brigham LLC will be required to make may be substantial and may exceed the tax liabilities that would be owed by a similarly situated corporate taxpayer. Funds used by Brigham LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business, except to the extent Brigham Minerals uses the excess cash it receives to reinvest in Brigham LLC for additional units.

The U.S. federal income tax treatment of distributions on our Class A common stock to a holder will depend upon our tax attributes and the holder’s tax basis in our stock, which are not necessarily predictable and can change over time.

Distributions of cash or other property on our Class A common stock, if any, will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, the distributions will be treated as a non-taxable return of capital to the extent of the holder’s tax basis in our Class A common stock and thereafter as capital gain from the sale or exchange of such common stock. Also, if any holder sells our Class A common stock, the holder will recognize a gain or loss equal to the difference between the amount realized and the holder’s tax basis in such Class A common stock.

To the extent that the amount of our distributions is treated as a non-taxable return of capital as described above, such distribution will reduce a holder’s tax basis in the Class A common stock. Consequently, such excess distributions will result in a corresponding increase in the amount of gain, or a corresponding decrease in the amount of loss, recognized by the holder upon the sale of the Class A common stock or subsequent distributions with respect to such stock. Additionally, with regard to U.S. corporate holders of our Class A shares, to the extent that a distribution on our Class A shares exceeds both our current and accumulated earnings and profits and such holder’s tax basis in such shares, such holders would be unable to utilize the corporate dividends-received deduction (to the extent it would otherwise be applicable to such holder) with respect to the gain resulting from such excess distribution.

Investors in our Class A common stock are encouraged to consult their tax advisors as to the tax consequences of receiving distributions on our Class A shares that are not treated as dividends for U.S. federal income tax purposes.

Future sales of shares of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

Certain of our Original Owners own shares of our Class A common stock and, subject to certain limitations and exceptions, the Original Owners that hold Brigham LLC Units may require Brigham LLC to redeem their Brigham LLC Units for shares of Class A common stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions), and our Original Owners may sell any of such shares of Class A common stock. As of February 18, 2022, we had outstanding 48,360,253 shares of Class A common stock and 11,371,517 shares of Class B common stock, representing approximately 19.0% of our total outstanding shares. The Sponsors are party to a registration rights agreement, which requires us to effect the registration of their shares in certain circumstances. See “Item1-Business-Overview-Our Corporate Structure” and “Item 13-Certain Relationships and Related Transactions, and Director Independence.”

We have previously filed a registration statement with the SEC on Form S-8 providing for the registration of 5,999,600 shares of our Class A common stock issued or reserved for issuance under our equity incentive plan. Subject to the satisfaction of vesting conditions, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock.

Our organizational structure confers certain benefits upon the Original Owners that hold Brigham LLC Units that will not benefit the holders of our Class A common stock to the same extent as it will benefit those Original Owners.

Our organizational structure confers certain benefits upon the Original Owners that hold Brigham LLC Units that do not benefit the holders of our Class A common stock to the same extent as it will benefit those Original Owners. Brigham Minerals is a holding company and has no material assets other than its ownership of Brigham LLC Units. As a consequence, our ability to declare and pay dividends to the holders of our Class A common stock is subject to the ability of Brigham LLC to provide distributions to us. If Brigham LLC makes such distributions, the Original Owners that hold Brigham LLC Units will be entitled to receive equivalent distributions from Brigham LLC on a pro rata basis. However, because we must pay taxes, amounts ultimately distributed as dividends to holders of our Class A common stock are expected to be less on a per share basis than the amounts distributed by Brigham LLC to the Original Owners on a per unit basis. This and other aspects of our organizational structure may adversely impact the future trading market for our Class A common stock.

We may issue preferred stock whose terms could adversely affect the voting power or value of our Class A common stock.

Our amended and restated certificate of incorporation authorizes our Board of Directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions, as our Board of Directors may determine. The terms of one or more classes or series of our preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of a class or series of our preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of our preferred stock could affect the residual value of our Class A common stock.

If securities or industry analysts adversely change their recommendations regarding our Class A common stock or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our Class A common stock or if our operating results do not meet their expectations, our stock price could decline.

EX-99.5

Exhibit 99.5

Item 1. Business

Unless the context otherwise requires, references in this annual report on Form 10-K (the “Annual Report”) to “Brigham Minerals,” the “Company,” “we,” “our,” “us” or like terms refer to Brigham Minerals, Inc. and its subsidiaries. References to the “Brigham LLC” refer to Brigham Minerals Holdings, LLC. Brigham Minerals owns an interest in, and acts as the sole managing member of, Brigham LLC. Brigham LLC wholly owns Brigham Resources, LLC (“Brigham Resources”), which wholly owns Brigham Minerals, LLC and Rearden Minerals, LLC (collectively, the “Minerals Subsidiaries”), which are Brigham Resources’ sole material assets.

On April 17, 2019, the Company completed its initial public offering (the “IPO”) of shares of its Class A common stock, par value $0.01 per share (the “Class A common stock”). Unless indicated otherwise or the context otherwise requires, references in this Annual Report to the Company (i) for periods prior to completion of the IPO, refer to the assets and operations (including reserves, production and acreage) of Brigham Resources, excluding the historical results and operations of Brigham Resources Operating, LLC (“Brigham Operating”), which was spun out in connection with the IPO, and (ii) for periods after completion of the IPO, refer to the assets and operations of Brigham Minerals and its subsidiaries, including Brigham LLC, Brigham Resources and the Minerals Subsidiaries.

Overview

We formed our company in 2012 to acquire and actively manage a portfolio of mineral and royalty interests in the core of what we view as the most active, highly economic, liquids-rich resource plays across the continental United States. Our primary business objective is to maximize risk-adjusted total return to our stockholders by both capturing growth in free cash flow from the continued organic development of our existing horizontal well inventory of 850 gross drilled but uncompleted horizontal wells (“DUCs”), 873 gross permits and 12,220 gross undeveloped locations, all of which are unburdened by development capital expenditures or lease operating expenses, as well as leveraging our highly experienced technical evaluation team to continue to execute upon our scalable business model of sourcing, methodically evaluating and integrating accretive minerals acquisitions in the core of top-tier, liquids-rich resource plays.

Our portfolio is comprised of mineral and royalty interests across six of the most highly economic, liquids-rich resource plays in the continental United States, including the Delaware and Midland Basins in West Texas and New Mexico, the SCOOP and STACK plays in the Anadarko Basin in Oklahoma, the Denver-Julesburg (“DJ”) Basin in Colorado and Wyoming and the Williston Basin in North Dakota. Our highly technical approach towards mineral acquisitions in the geologic core of top-tier resource plays has purposefully led to a concentrated portfolio covering 36 of the most highly active counties for horizontal drilling in the continental United States.

Since inception, we have executed on our technically driven, financially disciplined acquisition approach and have closed nearly 1,700 transactions with third-party mineral and royalty interest owners as of December 31, 2021. We have increased our mineral and royalty interests from approximately 10,200 net royalty acres as of December 31, 2013, to approximately 92,375 net royalty acres as of December 31, 2021, which represents a 32% compound annual growth rate in our mineral and royalty interests over that period. See “-Our Mineral and Royalty Interests” for a discussion of how we calculate net royalty acres.

The following table summarizes certain information regarding our net royalty acreage acquisitions during each year of our operations.

	2012		2013			2014			2015			2016			2017			2018			2019			2020			2021
Net Royalty Acres (NRAs) Acquired		500		9,700			17,300			7,200			9,800			9,400			14,900			13,400			4,085			6,090		92,375
Number of Acquisitions		15		313			380			152			121			153			201			216			81			62		1,694
Average NRAs per Acquisition		33		31			46			47			81			61			74			62			50			98		55
NRAs at Period End		500		10,200			27,500			34,700			44,500			53,900			68,800			82,200			86,285			92,375		92,375
YoY% Change		—		1,940	%		170	%		26	%		28	%		21	%		28	%		19	%		5	%		7	%

During 2021, our producing well count grew by 2,610 gross horizontal wells largely through acquisitions and the conversions of our DUC and permitted locations, representing an increase of 44% from December 31, 2020. In addition to this activity, 656 gross horizontal wells were spud on our mineral and royalty interests. The Company experienced mild production decline in 2021 with our production volumes declining approximately 5% for the year ended December 31, 2021 as compared to the year ended December 31, 2020. Further, our production volumes are comprised of high-value liquids with 70% of our volumes for the year ended December 31, 2021 composed of crude oil and NGLs, which represents 83% of our mineral and royalty revenues for the period. We expect to see near term organic conversion of our asset from 850 gross DUCs across our interests and 873 gross horizontal drilling permits as of December 31, 2021, all of which are unburdened by additional capital expenditure outlays. Quarterly gross and net wells spud on our minerals have rebounded since the second quarter of 2020, which was our historic low point due to the dramatic curtailment in operator activity as a result of COVID-19 and the actions of OPEC, Russia, and other oil and gas producing countries (“OPEC+”) during March 2020, both of which contributed to a dramatic decline in commodity prices during the first half of 2020. The chart below depicts historical gross and net wells spud on our acreage:

In addition to existing near-term development through the completion of our DUCs, we have a further 12,220 gross undeveloped locations providing us with substantial long-term organic drilling inventory on our acreage.

Our Mineral and Royalty Interests

Mineral interests are real-property interests that are typically perpetual and grant both ownership of the oil, natural gas and NGLs under a tract of land and the ability to lease development rights to a third party. When those rights are leased, usually for a three-year primary term, we typically receive an upfront cash payment, known as lease bonus, and we retain a mineral royalty, which entitles us to a percentage of production or revenue. In addition to mineral interests, which represented approximately 93% of our net royalty acres as of December 31, 2021, we also own other similar types of interests, including nonparticipating royalty interests and overriding royalty interests (“ORRIs”). ORRIs are a contractual arrangement burdening the working interest ownership of a lease and represent the right to receive a fixed percentage of production or revenue from production from a lease. ORRIs remain in effect until the associated lease expires and are therefore not perpetual in nature.

As a mineral and royalty interest owner, we incur the initial cost to acquire our interests, but thereafter do not incur any development capital expenditures or lease operating expenses, which are entirely borne by the operator. Mineral and royalty owners only incur their proportionate share of severance and ad valorem taxes, as well as in some instances, gathering, transportation and marketing costs. As a result, operating margins and therefore free cash flow for a mineral and royalty interest owner are higher as a percentage of revenue than for a traditional exploration and production operating company.

As of December 31, 2021, our mineral and royalty interests consisted of approximately 66,875 net mineral acres, which have been leased to operators to explore for and develop our oil and natural gas rights at a weighted average royalty of 17.3%. Typically, mineral owners standardize ownership to a 12.5% royalty, or 1/8th interest, which is referred to as a “net royalty acre.” Our net mineral acres standardized to a 1/8th interest equate to approximately

92,375 net royalty acres. Our net mineral acres standardized to a 100% royalty, or 8/8th basis, equate to approximately 11,540 “100% royalty acres.” Our approximately 92,375 net royalty acres are located within 1,825 drilling spacing units (“DSUs”), which are the areas designated in a spacing order or unit designation as a drilling unit and within which operators drill wellbores to develop our oil and natural gas rights. Our DSUs, in aggregate, consist of a total of approximately 1,836,585 gross acres, which we refer to as our “gross DSU acreage.” Within our gross DSU acreage, we expect to have an interest in wells currently producing or that will be drilled in the future. The following table summarizes our mineral and royalty interest position and the conversion of our interests between net mineral acres, net royalty acres and 100% royalty acres as of December 31, 2021.

Net Mineral Acres	Weighted Average Royalty			Net Royalty Acres(1)	100% Royalty Acres(2)	Gross DSU Acres	Implied Average Net Revenue Interest per Well(3)
66,875		17.3	%	92,375	11,540	1,836,585		0.6	%

(1) Standardized to a 1/8th interest (i.e., 66,875 net mineral acres * 17.3% / 12.5%).

(2) Standardized to a 100% interest (i.e., 92,375 net royalty acres * 12.5%).

(3) Calculated as number of 100% royalty acres per gross DSU acre (i.e., 11,540 100% royalty acres /1,836,585 gross DSU acres).

Our Properties

Focus Areas

Our mineral and royalty interests are primarily located in six resource plays, which we refer to as our focus areas. These include the Delaware and Midland Basins in the Permian Basin, the SCOOP and STACK plays in the Anadarko Basin, the DJ Basin and the Williston Basin. The following chart shows our overall exposure to each of our primary focus areas based on our net royalty acres in each focus area as of December 31, 2021

In addition, the following table summarizes certain information regarding our primary focus areas. Our average daily net production for the year ended December 31, 2021 was comprised 51% of oil production, 30% of natural gas production and 19% of NGL production.

	Acreage as of December 31, 2021														Gross Horizontal Producing Well Count as of December 31, 2021(4)		Average Daily Net Production for the Year Ended December 31, 2021(5) (Boe/d)		Average Daily Net Production for the Quarter Ended December 31, 2021(5) (Boe/d)
Resource Play/Basin	Net Mineral Acres		Weighted Average Royalty			Net Royalty Acres(1)		100% Royalty Acres(2)		Gross DSU Acres		Implied Average Net Revenue Interest per Well(3)
Delaware		19,450		19.1	%		29,735		3,720		377,145		1.0	%		1,562		4,475		4,329
Midland		5,000		15.8	%		6,335		790		141,040		0.6	%		756		1,056		1,235
SCOOP		7,725		18.5	%		11,435		1,430		217,360		0.7	%		637		1,086		1,008
STACK		5,900		17.4	%		8,195		1,020		145,975		0.7	%		383		650		574
DJ		19,750		15.7	%		24,740		3,090		353,490		0.9	%		3,112		1,142		1,450
Williston		6,350		16.1	%		8,155		1,020		527,340		0.2	%		1,983		597		574
Other		2,700		17.5	%		3,780		470		74,235		0.6	%		162		34		—
Total		66,875		17.3	%		92,375		11,540		1,836,585		0.6	%		8,595		9,040		9,170

Note: Individual amounts may not add up to totals due to rounding.

(1) Standardized to a 1/8th interest.

(2) Standardized to a 100% interest.

(3) Calculated as number of 100% royalty acres per gross DSU acre.

(4) Represents number of horizontal producing wells across all DSUs in which we participate.

(5) Represents actual production plus allocated accrued volumes attributable to the period presented.

Permian Basin-Delaware and Midland Basins

The Permian Basin ranges from West Texas into southeastern New Mexico and is currently the most active area for horizontal drilling in the United States. The Permian Basin is further subdivided into the Delaware Basin in the west and the Midland Basin in the east. Based on our geologic and engineering data as well as current delineation efforts by operators, we believe our mineral and royalty interests in the Delaware Basin are prospective for seven or more producing zones of economic horizontal development including the Wolfcamp A, B, C and XY; First, Second and Third Bone Spring; and the Avalon. Our Delaware Basin mineral and royalty interests are located in Reeves, Loving, Ward, Pecos, Culberson and Winkler Counties, Texas with our remaining interests located in Lea and Eddy Counties, New Mexico. Based on our geologic and engineering interpretations as well as current delineation efforts by operators, we believe our mineral and royalty interests in the Midland Basin are prospective for five or more producing zones of economic horizontal development including the Middle Spraberry; Lower Spraberry; and Wolfcamp A, B, C, and D / Cline. Our Midland Basin mineral and royalty interests are located in Martin, Midland, Upton, Howard, Glasscock and Reagan Counties, Texas.

Anadarko Basin-SCOOP and STACK Plays

The SCOOP play (South Central Oklahoma Oil Province) is located in central Oklahoma in Grady, Garvin, Stephens and McClain Counties. Based on our geologic and engineering interpretations as well as current delineation efforts by operators, we believe our mineral and royalty interests in the SCOOP play are prospective for two or more producing zones of economic horizontal development including multiple Woodford benches and the Springer Shale. In addition, operators are also currently testing other formations in the area including the Sycamore, Caney and Osage, which is also referred to as SCORE (Sycamore Caney Osage Resource Expansion). The STACK play (derived from Sooner Trend Anadarko Basin Canadian and Kingfisher Counties) is located in central Oklahoma in Kingfisher, Canadian, Caddo and Blaine Counties. Based on our geologic and engineering data as well as current delineation efforts by operators, we believe our mineral and royalty interests in the STACK play are prospective for two or more producing zones of economic horizontal development including multiple benches within both the Meramec and Woodford formations.

DJ Basin

The DJ Basin is located in Northeast Colorado and Southeast Wyoming, with the majority of operator horizontal drilling activity located in Weld and Broomfield Counties, Colorado, and Laramie County, Wyoming. Based on our

geologic and engineering interpretations as well as current delineation efforts by operators, we believe our mineral and royalty interests in the DJ Basin are prospective for four or more producing zones of economic horizontal development including the Niobrara A, B and C and Codell formations.

Williston Basin

The Williston Basin stretches from western North Dakota into eastern Montana with the majority of operator horizontal drilling activity located in Mountrail, Williams, and McKenzie Counties, North Dakota. Based on our geologic and engineering interpretations as well as current operator delineation efforts, we believe our mineral and royalty interests are prospective for two or more producing zones of economic horizontal development including the Bakken and multiple Three Forks benches. The majority of our interests are located in Mountrail, Williams and McKenzie Counties with additional interests owned in Divide, Burke, Dunn, Billings and Stark Counties, North Dakota and Richland County, Montana.

Prospective Undeveloped Horizontal Drilling Locations

As of December 31, 2021, we have identified 13,093 undeveloped gross proved, probable and possible drilling locations across our gross DSU acreage as identified in our December 31, 2021 reserve report audited by Cawley, Gillespie & Associates, Inc. (“CG&A”), our independent petroleum engineering firm. Furthermore, we believe additional optionality is possible through the delineation of additional formations as well as incremental wells in existing formations. Approximately 58% of our total net horizontal undeveloped locations are located in the Delaware and Midland Basins, with another 20% located in the DJ Basin in Colorado, as shown in the following table.

	Gross Horizontal Undeveloped Locations		Percentage of Total Portfolio			Net Horizontal Undeveloped Locations		Percentage of Total Portfolio
Delaware Basin		5,304		41	%		53.7		49	%
Midland Basin		1,618		12	%		9.5		9	%
SCOOP		1,026		8	%		8.1		7	%
STACK		1,216		9	%		9.9		9	%
DJ Basin		1,984		15	%		22.4		20	%
Williston		1,563		12	%		2.9		3	%
Other		382		3	%		2.9		3	%
Total		13,093		100	%		109.4		100	%

Note: Individual amounts may not total due to rounding.

Additionally, the following table provides a detailed summary of our inventory of horizontal drilling locations as of December 31, 2021.

Productive Horizons	Gross Horizontal Undeveloped Locations(1)		Total Gross Horizontal Locations(2)		DSUs(3)(4)		Gross Horizontal Undeveloped Locations Per DSU(4)		Total Gross Horizontal Locations Per DSU(4)		Net Horizontal Undeveloped Locations(5)
Delaware Basin
Wolfcamp A		2,041		2,950		478		4.3		6.2		22.3
Wolfcamp B		1,166		1,400		417		2.8		3.4		12.6
3rd BS/WC XY		751		1,160		361		2.1		3.2		6.7
2nd Bone Spring		638		759		237		2.7		3.2		4.8
Avalon		179		213		71		2.5		3.0		1.2
Other		529		605		209		2.5		2.9		6.1
Total		5,304		7,087		481		11.0		14.7		53.7
Midland Basin
Wolfcamp A		442		739		159		2.8		4.6		2.7
Wolfcamp B		410		741		159		2.6		4.7		2.5
Lower Spraberry		516		765		158		3.3		4.8		2.8
Other		250		347		110		2.3		3.2		1.5
Total		1,618		2,592		160		10.1		16.2		9.5
SCOOP
Woodford		738		1,279		188		3.9		6.8		5.9
Springer		288		403		101		2.9		4.0		2.2
Total		1,026		1,682		188		5.5		8.9		8.1
STACK
Woodford		668		775		142		4.7		5.5		5.4
Meramec		548		835		158		3.5		5.3		4.5
Total		1,216		1,610		158		7.7		10.2		9.9
DJ Basin
Niobrara		1,552		4,201		377		4.1		11.1		17.0
Codell		432		1,116		274		1.6		4.1		5.4
Total		1,984		5,317		379		5.2		14.0		22.4
Williston Basin
Bakken		694		1,922		378		1.8		5.1		1.2
Three Forks		869		1,763		378		2.3		4.7		1.7
Total		1,563		3,685		381		4.1		9.7		2.9
Other		382		565		78		4.9		7.2		2.9
Grand Total		13,093		22,538		1,825		7.2		12.3		109.4

(1) Represents gross undeveloped horizontal drilling locations across our gross DSU acreage

(2) Includes all wells in each horizon, including PDP, DUC, permitted and unpermitted locations.

(3) Represents the aggregate number of DSUs covering any of the applicable productive horizons as identified in the reserve report.

(4) The number of DSUs in each horizon and locations per DSU in each horizon do not total due to differing prospectivity of each horizon across each DSU (i.e., not all horizons are booked in all DSUs).

(5) A net well represents 100% net revenue interest in a single gross well.

Third-Party Operators

Beyond our technical analysis to identify core, highly economic geologic areas, an additional critical aspect of our evaluation process is to acquire mineral and royalty interests that will be drilled and completed by operators we believe will outperform their peers through the application of the latest drilling and completion technologies in each of our focus areas. The following chart summarizes our exposure to these operators based on the percentage of our net interests in the wells to be drilled by each operator. Net interests per gross location are normalized to 7,500 ft. laterals.

In addition, the following table shows our exposure to each of these operators broken down by our primary focus areas based on the percentage of our net interests in the wells to be drilled by each operator as of December 31, 2021.

	Percentage as of December 31, 2021
Operator	Total Portfolio			Delaware			Midland			SCOOP			STACK			DJ Basin			Williston			Other
Occidental Petroleum		12	%		19	%		1	%		—	%		—	%		16	%		—	%		—	%
ConocoPhillips		7	%		14	%		7	%		—	%		—	%		—	%		12	%		—	%
Chevron Inc.		7	%		9	%		4	%		—	%		—	%		12	%		—	%		—	%
Pioneer Natural Resources		5	%		1	%		47	%		—	%		—	%		—	%		—	%		—	%
Civitas		4	%		—	%		—	%		—	%		—	%		19	%		—	%		—	%
Marathon		4	%		1	%		—	%		19	%		22	%		—	%		1	%		8	%
Continental		4	%		—	%		—	%		37	%		3	%		—	%		13	%		1	%
EOG Resources		4	%		3	%		—	%		—	%		—	%		10	%		4	%		—	%
Cotera Energy Inc.		4	%		6	%		—	%		—	%		12	%		—	%		—	%		6	%
Diamondback		4	%		5	%		10	%		—	%		—	%		—	%		—	%		—	%
Devon Energy		4	%		3	%		—	%		—	%		28	%		—	%		—	%		—	%
PDC Energy		3	%		1	%		—	%		—	%		—	%		13	%		—	%		—	%
ExxonMobil Inc.		3	%		5	%		6	%		—	%		—	%		—	%		7	%		—	%
Ovintiv Inc.		3	%		—	%		3	%		24	%		9	%		—	%		3	%		—	%
Whiting Petroleum		3	%		—	%		—	%		—	%		—	%		13	%		3	%		—	%
Callon Petroleum		3	%		5	%		—	%		—	%		—	%		—	%		—	%		—	%
PRI Operating		3	%		5	%		—	%		—	%		—	%		—	%		—	%		—	%
Battalion Oil		2	%		4	%		—	%		—	%		—	%		—	%		—	%		—	%
BP Plc		2	%		3	%		1	%		—	%		—	%		—	%		—	%		—	%
Mewbourne		2	%		3	%		—	%		—	%		—	%		—	%		—	%		—	%
Subtotal		81	%		88	%		79	%		81	%		74	%		83	%		44	%		14	%
Other Operators		19	%		12	%		21	%		19	%		26	%		17	%		56	%		86	%
Total		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Note: Individual amounts may not add up to totals due to rounding.

Business Objectives

Our primary business objective is to deliver an attractive risk-adjusted total return to our stockholders through (i) the organic growth of our free cash flow generated from our existing portfolio of approximately 92,375 net royalty acres, and (ii) the continued sourcing and execution of accretive ground game mineral acquisitions in the core of highly economic, liquids-rich resource plays, and (iii) large scale acquisitions and corporate consolidations..

Our Corporate Structure

Brigham Minerals, Inc. was incorporated as a Delaware corporation in June 2018 for the purpose of completing the IPO and related transactions. On April 23, 2019, in connection with the IPO, Brigham Minerals became a holding company whose sole material asset consists of units in Brigham LLC (the “Brigham LLC Units”). Brigham LLC wholly owns Brigham Resources, which wholly owns the Minerals Subsidiaries, which own all of our operating assets. The remainder of the Brigham LLC Units are held by affiliates of Pine Brook Road Advisors, LP (“Pine Brook”) and certain of our management members and other prior investors (together with Pine Brook, the “Original Owners”).

As the sole managing member of Brigham LLC, Brigham Minerals operates and controls all of the business and affairs of Brigham LLC, and through Brigham LLC and its subsidiaries, conducts its business. As a result, we consolidate the financial results of Brigham LLC and its subsidiaries and report non-controlling interest related to the portion of Brigham LLC Units not owned by us, which will reduce net income (loss) attributable to the holders of our Class A common stock. As of February 18, 2022, Brigham Minerals owned 81.0% of Brigham LLC.

Each of the Original Owners holds one share of our Class B common stock, par value $0.01 per share (the “Class B common stock”), for each Brigham LLC Unit such person holds. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. We do not intend to list our Class B common stock on any exchange.

Under the First Amended and Restated Limited Liability Company Agreement of Brigham LLC (the “Brigham LLC Agreement”), each holder of a Brigham LLC Unit (a “Brigham Unit Holder”) has, subject to certain limitations, the right (the “Redemption Right”) to cause Brigham LLC to acquire all or a portion of its Brigham LLC Units for, at Brigham LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Brigham LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. Our decision to make a cash payment upon a Brigham Unit Holder’s redemption election must be made by our independent directors (within the meaning of the New York Stock Exchange and Section 10A-3 of the Securities Act) who do not own Brigham LLC units that are subject to such redemption. We will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A common stock (including trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Brigham LLC Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Brigham Minerals (instead of Brigham LLC) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered Brigham LLC Unit directly from the redeeming Brigham Unit Holder for, at its election, (x) one share of Class A common stock or (y) an equivalent amount of cash. In connection with any redemption of Brigham LLC Units pursuant to the Redemption Right or acquisition pursuant to our Call Right, the corresponding number of shares of Class B common stock will be cancelled. Under the Registration Rights Agreement we entered into with certain of the Original Owners in connection with the IPO, such Original Owners have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock.

The following diagram indicates our simplified ownership structure as of February 18, 2022. This chart is provided for illustrative purposes only and does not represent all legal entities affiliated with us.

            

(1) Public stockholders include holders of shares of Class A common stock sold to the public, issued pursuant to awards granted under our 2019 Long Term Incentive Plan (“LTIP”) or issued to Brigham Unit Holders in connection with their exercise of the Redemption Right.

(2) Legacy Brigham Unit Holders include members of our management team and investors in our Company prior to our IPO (other than our Sponsors) who continue to hold Brigham LLC Units. Certain of the interests of our management in Brigham LLC are held indirectly through Brigham Equity Holdings, LLC. Brigham Equity Holdings, LLC directly owns 70,909 Brigham LLC Units, representing an approximate 0.1% interest in Brigham LLC. Total voting power does not include any shares of Class A common stock held by such legacy Brigham Unit Holders.

Our Principal Stockholders

We have a valuable relationship with Pine Brook, a private investment firm focused on investments in the energy sector. As of February 18, 2022, affiliates of Pine Brook (collectively, our “Sponsors”) owned no shares of Class A common stock and 5,175,559 shares of Class B common stock representing approximately 8.7% of the voting power of Brigham Minerals and 5,175,559 Brigham LLC Units.

Principal Executive Offices

Our principal executive offices are located at 5914 W. Courtyard Drive, Suite 200, Austin, Texas 78730, and our telephone number at that address is (512) 220-6350.

Our website address is www.brighamminerals.com. We make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this Annual Report.

Oil, Natural Gas and NGLs Data

Proved, Probable and Possible Reserves

Evaluation and Audit of Proved, Probable and Possible Reserves. Our proved, probable and possible reserve estimates as of December 31, 2021, 2020 and 2019 were audited by CG&A, our independent petroleum engineers. Within CG&A, the technical person primarily responsible for auditing the reserve estimates set forth in the reserve reports incorporated herein is Todd Brooker. Prior to joining CG&A, Mr. Brooker worked in Gulf of Mexico drilling and production engineering at Chevron USA. Mr. Brooker has been an employee of CG&A since 1992. His responsibilities include reserve and economic evaluations, fair market valuations, field studies, pipeline resource studies and acquisition/divestiture analysis. His reserve reports are routinely used for public company SEC disclosures. His experience includes significant projects in both conventional and unconventional resources in every major U.S. producing basin and abroad, including oil and gas shale plays, coalbed methane fields, waterfloods and complex, faulted structures. Mr. Brooker graduated with honors from the University of Texas at Austin in 1989 with a Bachelor of Science degree in Petroleum Engineering and is a registered Professional Engineer in the State of Texas. He is also a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers (SPEE).

Mr. Brooker meets or exceeds the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. CG&A does not own an interest in any of our properties, nor is it employed by us on a contingent basis. A summary of CG&A’s report with respect to our proved, probable and possible reserve estimates as of December 31, 2021 is included as an exhibit to this Annual Report.

We maintain an internal staff of petroleum engineers and geoscience professionals who worked closely with our independent reserve engineers to ensure the integrity, accuracy and timeliness of the data used to calculate our proved, probable and possible reserves relating to our properties. Our internal technical team members meet with our independent reserve engineers periodically during the period covered by the proved, probable and possible reserve report to discuss the assumptions and methods used in the proved, probable and possible reserve estimation process. We provide historical information to CG&A for our properties, such as ownership interest, oil and natural gas production, well test data, commodity prices and our estimates of our operators’ operating and development costs. Hamilton Hogsett is primarily responsible for overseeing the preparation of our reserve estimates. Mr. Hogsett has substantial reservoir and operations experience having worked as a petroleum engineer since 2009 and is supported by our engineering and geoscience staff. Prior to joining our Company in 2017, Mr. Hogsett worked at Apache Corporation and Antero Resources Corporation.

The preparation of our proved, probable and possible reserve estimates was completed in accordance with our internal control procedures. These procedures, which are intended to ensure reliability of reserve estimations, include the following:

• review and verification of historical production data, which data is based on actual production as reported by our operators;

• review by Mr. Hogsett, our Vice President of Reservoir Engineering, of all of our reported proved, probable and possible reserves, including the review of all significant reserve changes and all PUD additions or reductions;

• verification of property ownership by our land department;

• review of reserve estimates by Mr. Hogsett or under his direct supervision; and

• direct reporting responsibilities by Mr. Hogsett to our Chief Executive Officer.

Estimation of Proved Reserves. In accordance with rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The term “reasonable certainty” means deterministically, the quantities of oil and/or natural gas are much more likely to be achieved than not, and probabilistically, there should be at least a 90% probability of recovering volumes equal to or exceeding the estimate. All of our proved reserves as of December 31, 2021, 2020 and 2019 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (i) production performance-based methods; (ii) material balance-based methods; (iii) volumetric-based methods; and (iv) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a reasonably high degree of accuracy. Non-producing reserve estimates, for developed and undeveloped properties, were forecast using analogy methods. This method provides a reasonably high degree of accuracy for predicting proved developed non-producing and PUDs for our properties, due to the abundance of analog data.

To estimate economically recoverable proved reserves and related future net cash flows, we considered many factors and assumptions, including the use of reservoir parameters derived from geological and engineering data that cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

Under SEC rules, reasonable certainty can be established using techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core data, and historical well cost and operating expense data.

Estimation of Probable Reserves. Estimates of probable reserves are inherently imprecise. When producing an estimate of the amount of oil, natural gas and NGLs that is recoverable from a particular reservoir, an estimated quantity of probable reserves is an estimate of those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered. Estimates of probable reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors.

When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates. All of our probable reserves as of December 31, 2021, 2020 and 2019 were estimated using a deterministic method, which involves two distinct determinations: an estimation of the quantities of recoverable oil and natural gas and an estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves uses the same generally accepted analytical procedures as are used in estimating proved reserves, namely production performance-based methods, material balance-based methods, volumetric-based methods and analogy. In the case of probable reserves, the recoverable reserves cannot be said to have a “high degree of confidence that the quantities will be recovered” but are “as likely as not to be recovered.” The lower degree of certainty can come from several factors including: (1) direct offset production that does not meet an economic threshold, despite localized averages that do

meet that threshold, (2) an increased distance from offset production to the probable location of over one mile but under three miles, (3) a perceived risk of communication or depletion from nearby producers, (4) a perceived risk of attempting new drilling or completion technologies that have not been used in direct offset production or (5) an uncertainty regarding geologic positioning that could affect recoverable reserves. When considering the factors referenced above, the lower degree of certainty of our probable reserves came from a combination of these factors depending upon the applicable basin. Many of the probable locations assigned in our reserve reports had few uncertainties and resemble proved undeveloped locations except for their distance from commercial production. Other probable locations had uncertainties related to not only distance from commercial production, but also related to well spacing and development timing. In general, we did not book probable locations if there was geologic uncertainty or if there was not commercial production to support such locations.

Estimation of Possible Reserves. Estimates of possible reserves are also inherently imprecise. When producing an estimate of the amount of oil, natural gas and NGLs that is recoverable from a particular reservoir, an estimated quantity of possible reserves is an estimate that might be achieved, but only under more favorable circumstances than are likely. Estimates of possible reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors.

When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates. All of our possible reserves as of December 31, 2021, 2020 and 2019 were estimated using a deterministic method, which involves two distinct determinations: an estimation of the quantities of recoverable oil and natural gas and an estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves uses the same generally accepted analytical procedures as are used in estimating proved reserves, namely production performance-based methods, material balance-based methods, volumetric-based methods and analogy. In the case of possible reserves, the recoverable reserves cannot be said to be “as likely as not to be recovered”, but “might be achieved, but only under more favorable circumstances than are likely.” The lower degree of certainty can come from several factors including: (1) direct offset production that does not meet an economic threshold, despite localized averages that do meet that threshold, (2) an increased distance from offset production to the possible location of over one mile but under five miles, (3) a perceived risk of communication or depletion from nearby producers, (4) a perceived risk of attempting new drilling or completion technologies that have not been used in direct offset production or (5) an uncertainty regarding geologic positioning that could affect recoverable reserves. When considering the factors referenced above, the lower degree of certainty of our possible reserves came from a combination of these factors depending upon the applicable basin. Many of the possible locations assigned in our reserve reports had few uncertainties and resemble proved undeveloped locations except for their distance from commercial production. Other possible locations had uncertainties related to not only distance from commercial production, but also related to well spacing and development timing. In general, we did not book possible locations if there was geologic uncertainty or if there was not commercial production to support such location.

Summary of Reserves. The following table presents our estimated net proved, probable and possible reserves as of December 31, 2021, 2020 and 2019, based on our proved, probable and possible reserve estimates as of such dates, which have been audited by CG&A, our independent petroleum engineering firm, in accordance with the rules and regulations of the SEC. All of our proved, probable and possible reserves are located in the United States.

	Years Ended December 31,
	2021		2020		2019
Estimated proved developed reserves:
Oil (MBbls)		13,148		9,403		9,924
Natural gas (MMcf)		56,372		31,873		33,232
NGLs (MBbls)		6,367		3,426		2,494
Total (MBoe)		28,911		18,141		17,957
Estimated proved undeveloped reserves:
Oil (MBbls)		3,762		3,797		7,037
Natural gas (MMcf)		9,800		11,771		28,498
NGLs (MBbls)		1,499		1,164		3,344
Total (MBoe)		6,894		6,922		15,131
Estimated total proved reserves:
Oil (MBbls)		16,910		13,200		16,961
Natural gas (MMcf)		66,172		43,644		61,730
NGLs (MBbls)		7,866		4,590		5,838
Total (MBoe)		35,805		25,063		33,088
Estimated probable reserves:
Oil (MBbls)		22,013		20,096		16,948
Natural gas (MMcf)		94,100		85,477		70,627
NGLs (MBbls)		10,698		9,417		8,274
Total (MBoe)		48,394		43,759		36,993
Estimated possible reserves:
Oil (MBbls)		13,653		12,356		11,986
Natural gas (MMcf)		39,254		32,638		33,063
NGLs (MBbls)		5,800		4,475		5,024
Total (MBoe)		25,996		22,271		22,521

Our estimated net proved, probable and possible reserves were determined using average first-day-of-the month prices for the prior 12 months in accordance with SEC guidance, as presented in the table below. These prices do not give effect to derivative transactions and are held constant throughout the lives of the properties. For oil volumes, the average West Texas Intermediate (“WTI”) posted prices were adjusted for quality, transportation fees and a regional price differentials (“SEC oil price”). For NGL volumes, the average WTI posted prices were adjusted for quality, transportation fees and a regional price differentials. For gas volumes, the average Henry Hub spot prices were adjusted for energy content, transportation fees and a regional price differentials (“SEC gas price”). The table below represents also the average adjusted product prices weighted by production over the remaining lives of the properties as of December 31, 2021, 2020 and 2019.

	Years Ended December 31,
	2021		2020		2019
SEC oil price	$	66.56	$	39.57	$	55.65
SEC gas price	$	3.64	$	2.00	$	2.60
NGL prices as a percent of the WTI posted prices, by basin		29% - 41%		10% - 25%		13% - 30%
Average adjusted product prices weighted by production over the remaining lives of the properties:
Oil price	$	64.46	$	36.35	$	51.01
NGL price	$	26.65	$	8.19	$	14.39
Gas Price	$	3.22	$	1.03	$	1.51

Reserve engineering is a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net revenues are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. Please read “Item 1A-Risk Factors.”

Additional information regarding our proved, probable and possible reserves can be found in the notes to our consolidated financial statements included elsewhere in this Annual Report and the proved, probable and possible reserve reports as of December 31, 2021 and December 31, 2020 and 2019, which are included as exhibits to this Annual Report.

PUDs

As of December 31, 2021, we estimated our PUD reserves to be 3,762 MBbls of oil, 9,800 MMcf of natural gas and 1,499 MBbls of NGLs, for a total of 6,894 MBoe. PUDs will be converted from undeveloped to developed as the applicable wells begin production.

The following tables summarize our changes in PUDs during the year ended December 31, 2021 (in MBoe):

	Proved Undeveloped Reserves
Balance, Dec 31, 2020		6,922
Acquisition of reserves		520
Extensions and discoveries		875
Revisions of previous estimates		(669	)
Transfer to estimated proved developed		(754	)
Balance, Dec 31, 2021		6,894

Changes in PUDs that occurred during 2021 were primarily due to:

• the acquisition of additional mineral and royalty interests located in the Permian, Williston and DJ Basins in multiple transactions, which included 520 MBoe of additional PUD reserves;

• well additions, extensions and discoveries of approximately 875 MBoe, as 67 horizontal well locations were converted from probable, possible and contingent resource to PUDs due to continuous activity and delineation of additional zones on our mineral and royalty interests;

• total revisions of 669 MBoe driven by positive revisions of 805 MBoe attributable to an increase in SEC pricing offset by a negative revision of 159 MBoe attributable to estimated ultimate recovery (“EUR”) adjustments, refined gas and NGL processing assumptions, and unit configuration changes; as well as a reclassification of 1,315 MBoe to non-proved, as a result of operator activity in the Anadarko Basin; and

• the conversion of approximately 754 MBoe in PUD reserves into proved developed reserves as 183 horizontal locations were drilled.

As a mineral and royalty interests owner, we do not incur any capital expenditures or lease operating expenses in connection with the development of our PUDs, which costs are borne entirely by the operator. As a result, during the year ended December 31, 2021, we did not have any expenditures to convert PUDs to proved developed reserves.

We identify drilling locations based on our assessment of current geologic, engineering and land data. This includes DSU formation and current well spacing information derived from state agencies and the operations of the exploration and production companies drilling our mineral and royalty interests. We generally do not have evidence of approval of our operators’ development plans, however, we use a deterministic approach to define and allocate locations to proved reserves. While many of our locations qualify as geologic PUDs, we limit our PUDs to the quantities of oil and gas that are reasonably certain to be recovered in the next five years. As of December 31, 2021 and 2020, approximately 19% and 28%, respectively, of our total proved reserves were classified as PUDs.

Oil, Natural Gas and NGL Production Prices and Costs

Production and Price History

The following table sets forth information regarding net production of oil, natural gas and NGLs, and certain price and cost information for each of the periods indicated:

	Years Ended December 31,
	2021		2020		2019
Production Data:
Oil (MBbls)		1,677		1,823		1,515
Natural gas (MMcf)		5,886		5,809		4,707
NGLs (MBbls)		642		680		407
Total (MBoe)(1)(2)		3,300		3,471		2,706
Average realized prices:
Oil ($/Bbl)	$	66.08	$	37.26	$	54.16
Natural gas ($/Mcf)		4.60		1.80		2.07
NGLs ($/Bbl)		29.35		11.61		15.03
Total ($/Boe)(2)	$	47.49	$	24.85	$	36.17
Average costs (per Boe);
Gathering, transportation and marketing	$	2.07	$	2.01	$	1.84
Severance and ad valorem taxes		2.82		1.62		2.37
Depreciation, depletion, and amortization		11.12		13.90		11.43
General and administrative(3)		3.87		4.06		4.40
Interest expense, net		0.52		0.26		2.07
Loss (gain) on derivative instruments, net		—		—		0.21
Total	$	20.40	$	21.85	$	22.32

(1) May not sum or recalculate due to rounding.

(2) “Btu-equivalent” production volumes are presented on an oil-equivalent basis using a conversion factor of six Mcf of natural gas per barrel of “oil equivalent,” which is based on approximate energy equivalency and does not reflect the price or value relationship between oil and natural gas.

(3) General and administrative expenses exclude share-based compensation expenses.

Productive Wells

Productive wells consist of producing horizontal wells, wells capable of production and exploratory, development or extension wells that are not dry wells. As of December 31, 2021, we owned mineral and royalty interests in 8,595 gross productive horizontal wells, which consisted of 7,909 oil wells and 688 natural gas wells.

We do not own any working interests in any wells. Accordingly, we do not own any net wells as such term is defined by Item 1208(c)(2) of Regulation S-K.

Acreage

The following table sets forth information relating to our acreage for our mineral and royalty interests as of December 31, 2021:

Basin	Gross DSU Acreage		Net Royalty Acreage		100% Royalty Acreage
Delaware		377,145		29,735		3,720
Midland		141,040		6,335		790
SCOOP		217,360		11,435		1,430
STACK		145,975		8,195		1,020
DJ		353,490		24,740		3,090
Williston		527,340		8,155		1,020
Other		74,235		3,780		470
Total		1,836,585		92,375		11,540

The vast majority of our mineral and royalty interests are leased to our operators with greater than 90% of our approximately 88,145 leased net royalty acres being held by production as of December 31, 2021. In addition, we had approximately 4,230 net royalty acres that were not leased as of December 31, 2021.

Drilling Results

The following table sets forth information with respect to the number of wells turned to production on our properties during the periods indicated. The information should not be considered indicative of future performance, nor should it be assumed that there is necessarily any correlation among the number of productive wells drilled, the quantities of reserves found and the economic value. Productive wells are those that produce commercial quantities of hydrocarbons, whether or not they produce a reasonable rate of return. As a mineral and royalty interest owner, we generally are not provided information as to whether any wells drilled on the properties underlying our acreage are classified as exploratory.

	Years Ended December 31,
	2021		2020		2019
Development wells:
Productive		688		719		906
Dry(1)		—		—		—
Total		688		719		906

(1) We are not aware of any dry holes drilled on the acreage underlying our mineral and royalty interests during the relevant periods.

Regulation of Environmental and Occupational Safety and Health Matters

Oil, natural gas and NGL exploration, development and production operations are subject to stringent laws and regulations governing the discharge of materials into the environment or otherwise relating to protection of the environment or occupational health and safety. These laws and regulations have the potential to impact production on our properties, including requirements to:

• obtain permits to conduct regulated activities;

• limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas;

• restrict the types, quantities and concentration of materials that can be released into the environment in the performance of drilling and production activities;

• initiate investigatory and remedial measures to mitigate pollution from former or current operations, such as restoration of drilling pits and plugging of abandoned wells;

• apply specific health and safety criteria addressing worker protection; and

• impose substantial liabilities for pollution resulting from operations.

Failure to comply with environmental laws and regulations may result in the assessment of administrative, civil and criminal sanctions, including monetary penalties, the imposition of strict, joint and several liability, investigatory and remedial obligations and the issuance of injunctions limiting or prohibiting some or all of the operations on our properties. Moreover, these laws, rules and regulations may restrict the rate of oil, natural gas and NGL production below the rate that would otherwise be possible. The regulatory burden on the oil and natural gas industry increases the cost of doing business in the industry and consequently affects profitability. The trend in environmental regulation has been to place more restrictions and limitations on activities that may affect the environment, and thus, any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly construction, drilling, water management, completion, emission or discharge limits or waste handling, disposal or remediation obligations could increase the cost to our operators of developing our properties. Moreover, accidental releases or spills may occur in the course of operations on our properties, causing our operators to incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons.

Increased costs or operating restrictions on our properties as a result of compliance with environmental laws could result in reduced exploratory and production activities on our properties and, as a result, our revenues and results of operations. The following is a summary of certain existing environmental, health and safety laws and regulations, each as amended from time to time, to which operations on our properties are subject.

Hazardous Substances and Waste Handling

The Comprehensive Environmental Response, Compensation and Liability Act, or “CERCLA,” also known as the Superfund law, and comparable state laws impose liability without regard to fault or the legality of the original conduct on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. Under CERCLA, these “responsible persons” may include the owner or operator of the site where the release occurred, and entities that transport, dispose of or arrange for the transport or disposal of hazardous substances released at the site. These responsible persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the U.S. Environmental Protection Agency (“EPA”) and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.

The Resource Conservation and Recovery Act (“RCRA”) and comparable state laws control the management and disposal of hazardous and non-hazardous waste. These laws and regulations govern the generation, storage, treatment, transfer and disposal of wastes generated. Drilling fluids, produced waters and most of the other wastes associated with the exploration, development and production of oil, natural gas and NGLs, if properly handled, are currently exempt from regulation as hazardous waste under RCRA and, instead, are regulated under RCRA’s less stringent non-hazardous waste provisions, state laws or other federal laws. However, it is possible that certain oil, natural gas and NGL drilling and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. Any such change could result in an increase in the costs to manage and dispose of wastes, which could increase the costs of our operators’ operations.

Certain of our properties have been used for oil and natural gas exploration and production for many years. Although the operators may have utilized operating and disposal practices that were standard in the industry at the time, petroleum hydrocarbons and wastes may have been disposed of or released on or under our properties, or on or under other offsite locations where these petroleum hydrocarbons and wastes have been taken for recycling or disposal. Our properties and the petroleum hydrocarbons and wastes disposed or released thereon may be subject to CERCLA,

RCRA and analogous state laws. Under such laws, the owner or operator could be required to remove or remediate previously disposed wastes, to clean up contaminated property and to perform remedial operations such as restoration of pits and plugging of abandoned wells to prevent future contamination or to pay some or all of the costs of any such action.

Water Discharges and NORM

The Federal Water Pollution Control Act, also known as the “Clean Water Act,” and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil, into federal and state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The scope of federal jurisdictional reach over waters of the United States (“WOTUS”) has been subject to substantial revision in recent years. In January 2020, the EPA and the U.S. Army Corps of Engineers (the “Corps”) replaced a prior 2015 rule with the narrower Navigable Waters Protection Rule; challenges are pending against these rulemakings, and the Biden Administration has announced plans to establish its own definition of WOTUS. Most recently, the EPA and the Corps published a proposed rulemaking to revoke the 2020 rule in favor of a pre-2015 definition until a new definition is proposed, which the Biden Administration has announced is underway. Additionally, in January 2022, the Supreme Court agreed to hear a case on the scope and authority of the Clean Water Act and the definition of WOTUS. Therefore, the scope of jurisdiction under the Clean Water Act is uncertain at this time, and any increase in scope could result in increased costs or delays with respect to obtaining permits for certain activities for our operators. In addition, federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws and regulations. Spill prevention, control and countermeasure plan requirements imposed under the Clean Water Act require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a hydrocarbon tank spill, rupture or leak. In addition, the Clean Water Act and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. The Oil Pollution Act of 1990, as amended, or “OPA,” amends the Clean Water Act and establishes strict liability and natural resource damages liability for unauthorized discharges of oil into waters of the United States. OPA requires owners or operators of certain onshore facilities to prepare Facility Response Plans for responding to a worst case discharge of oil into waters of the United States.

In addition, naturally occurring radioactive material (“NORM”) is brought to the surface in connection with oil and gas production. Concerns have arisen over traditional NORM disposal practices (including discharge through publicly owned treatment works into surface waters), which may increase the costs associated with management of NORM.

Air Emissions

The Clean Air Act of 1963 (“CAA”) and comparable state laws restrict the emission of air pollutants from many sources through air emissions permitting programs and also impose various monitoring and reporting requirements. These laws and regulations may require our operators to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or incur development expenses to install and utilize specific equipment or technologies to control emissions. For example, in December 2019, the EPA reclassified Colorado’s ozone nonattainment areas under the National Ambient Air Quality Standards (“NAAQS”) from moderate to serious nonattainment. At times, the EPA may consider revising these NAAQS. For example, the Biden Administration has announced plans to formally review a prior EPA decision to retain, without revision, the 2015 NAAQS for ozone. Also, the Colorado Air Quality Control Commission has approved new rules to reduce emissions from oil and gas operations in the state, including requirements for more extensive emissions monitoring and reporting. These revisions could increase the costs of development and production on our properties, potentially impairing the economic development of our properties. Obtaining permits has the potential to delay the development of oil and natural gas projects. Federal and state regulatory agencies may impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the CAA and associated state laws and regulations.

Climate Change

The threat of climate change continues to attract considerable attention in the United States and in foreign countries, numerous proposals have been made and could continue to be made at the international, national, regional, and state levels of government to monitor and limit existing emissions of greenhouse gasses (“GHGs”) as well as to restrict or eliminate such future emissions.

In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, President Biden has highlighted addressing climate change as a priority of his administration and has issued several executive orders addressing climate change. Moreover, following the U.S. Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the U.S. Department of Transportation (the “DOT”), implementing GHG emissions limits on vehicles manufactured for operation in the United States. The regulation of methane from oil and gas facilities has been subject to uncertainty in recent years. For more information, see our regulatory disclosure titled “Hydraulic Fracturing Activities.”

Additionally, various states and groups of states have adopted or are considering adopting legislation, regulation or other regulatory initiatives that are focused on such areas GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. At the international level, the United Nations sponsored “Paris Agreement” requires member states to submit non-binding, individually-determined reduction goals known as Nationally Determined Contributions (“NDCs”) every five years after 2020. Although the United States had withdrawn from the Paris Agreement, President Biden recommitted the United States to the agreement by executive order and, in April 2021, established a goal of reducing economy-wide net GHG emissions 50-52% below 2005 levels by 2030. Additionally, at the 26th conference of parties (“COP26”) in Glasgow in November 2021, the United States and the European Union jointly announced the launch of a Global Methane Pledge; an initiative committing to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasible reductions” in the energy sector. However, the impacts of these actions remain unclear at this time.

Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including action taken by President Biden with respect to his climate change related pledges. On January 27, 2021, President Biden issued an executive order that calls for substantial action on climate change, including, among other things, the increased use of zero-emission vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risks across government agencies and economic sectors. The Biden Administration has also called for restrictions on leasing on federal land, including the Department of Interior’s publication of a report recommending various changes to the federal leasing program, though many such changes would require Congressional action. Substantially all of our mineral interests are located on private lands, but we cannot predict the full impact of these developments or whether the Biden Administration may pursue further restrictions. Other actions that could be pursued by the Biden Administration may include the imposition of more restrictive requirements for the establishment of pipeline infrastructure or the permitting of liquified natural gas (“LNG”) export facilities, as well as more restrictive GHG emissions limitations for oil and gas facilities. Litigation risks are also increasing as a number of cities and other local governments have sought to bring suit against certain oil and natural gas companies in state or federal court, alleging among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.

There are also increasing financial risks for fossil fuel producers as stockholders currently invested in fossil-fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. For example, at COP26, the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced that commitments from over 450 firms across 45 countries had resulting in over $130 trillion in capital committed to net zero goals. The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing and/or underwriting activities to net zero emissions by 2050. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. In late 2020, the Federal Reserve joined the Network for Greening the Financial System (“NGFS”), a consortium of financial regulators focused on addressing climate-related risks in the financial sector. Subsequently, in November 2021, the Federal Reserve issued a statement in support of

the efforts of the NGFS to identify key issues and potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. Limitation of investments in and financing for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities. Additionally, the SEC announced its intention to promulgate rules requiring climate disclosures. Although the form and substance of these requirements is not yet known, this may result in additional costs to comply with any such disclosure requirements.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate the GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for oil and natural gas, which could reduce the profitability of our interests. Additionally, political, litigation and financial risks may result in our oil and natural gas operators restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce the profitability of our interests. One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.

Climate change may also result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns, that could adversely impact our operations, as well as those of our operators. Such physical risks may result in damage to operators’ facilities or otherwise adversely impact their operations, such as if they become subject to water use curtailments in response to drought, or demand for their products, such as to the extent warmer winters reduce the demand for energy for heating purposes, which may adversely impact the production or attractiveness of our assets.

Hydraulic Fracturing Activities

A substantial portion of the production on our properties involved the use of hydraulic fracturing techniques. Hydraulic fracturing is an important and common practice that is used to stimulate production of oil, natural gas and NGLs from dense subsurface rock formations. The hydraulic fracturing process involves the injection of water, sand and chemical additives under pressure into the formation to fracture the surrounding rock and stimulate production.

Hydraulic fracturing typically is regulated by state oil and natural gas commissions or similar agencies, but the EPA has asserted federal regulatory authority pursuant to the U.S. Safe Drinking Water Act (“SDWA”) over certain hydraulic fracturing activities involving the use of diesel fuel in fracturing fluids and issued permitting guidance that applies to such activities. Additionally, the EPA issued final CAA regulations in 2012 and in June 2016 governing performance standards, including standards for the capture of emissions of methane and volatile organic compounds released during hydraulic fracturing. In September 2020, the Trump Administration revised these regulations to remove the transmission and storage segments from the oil and natural gas source category and rescind the methane-specific requirements applicable to sources in the production and processing segments. In November 2021, the EPA issued a proposed rule that, if finalized, would establish OOOO(b) new source and OOOO(c) first-time existing source standards of performance for methane and volatile organic compound emissions for oil and gas facilities. Operators of affected facilities will have to comply with specific standards of performance to include leak detection using optical gas imaging and subsequent repair requirements, and reduction of emissions by 95% through capture and control systems. The EPA plans to issue a supplemental proposal in 2022 containing additional requirements not included in the November 2021 proposed rule and anticipates the issuance of a final rule by the end of the year.

Also, in December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances.

In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, disclosure requirements, well construction and temporary or permanent bans on hydraulic fracturing in certain areas. For example, Texas, Colorado and North Dakota, among others, have adopted regulations that impose new or more stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations. States could also elect to prohibit high volume hydraulic fracturing altogether. Separately, in Texas, there has been increased pressure on the Railroad Commission (“RRC”) to impose more stringent limitations on the flaring of gas from oil wells to prevent waste and because of increased concerns related to the environmental effects of flaring. The RRC continues to approve flaring permits, but at least one lawsuit has been filed by a pipeline operator challenging the

RRC’s flaring approval practices. Additionally, the RRC has approved a new flaring request form, which may result in reducing approvals for flaring. Any future requirements limiting flaring could adversely affect exploration and production activities on our properties and result in increased costs to connect wells to pipelines. In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in general and/or hydraulic fracturing in particular. For more information on such restrictions in Colorado, see “Item 1A-Risk Factors-Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in our operators incurring increased costs, additional operating restrictions or delays and fewer potential drilling locations.” If new federal, state or local laws or regulations that significantly restrict hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly to perform hydraulic fracturing. Any such regulations limiting or prohibiting hydraulic fracturing could result in decreased oil, natural gas and NGL exploration and production activities and, therefore, adversely affect the development of our properties.

Endangered Species Act

The Endangered Species Act (the “ESA”) restricts activities that may affect endangered and threatened species or their habitats. The designation of previously unidentified endangered or threatened species could cause our operators to incur additional costs or become subject to operating delays, restrictions or bans in the affected areas. Recently, there have been renewed calls to review protections currently in place for the Dunes Sagebrush Lizard, whose habitat includes the Permian Basin, and Greater Sage Grouse, which can be found across a large swath of the northwestern United States in oil and gas producing states, and to reconsider listing the species under the ESA. In July 2020, the US Fish and Wildlife Service (“FWS”) determined that sufficient information had been presented to warrant a 12-month review for listing of the Dunes Sagebrush Lizard, which review is ongoing; the agency is also reviewing a candidate conservation agreement with assurances for the species. In June 2021, the FWS proposed to list two distinct population segments of the Lesser Prairie Chicken, whose range extends to areas where we may hold mineral interests, under the ESA. To the extent species are listed under the ESA or similar state laws, or previously unprotected species are designated as threatened or endangered in areas where our properties are located, operations on those properties could incur increased costs arising from species protection measures and face delays or limitations with respect to production activities thereon.

Employee Health and Safety

Operations on our properties are subject to a number of federal and state laws and regulations, including the federal Occupational Safety and Health Act, or “OSHA,” and comparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens.

Judicial and Legislative Matters

Muscogee (Creek) Nation Reservation

On July 9, 2020, the U.S. Supreme Court ruled in McGirt v. Oklahoma that the Muscogee (Creek) Nation reservation in Eastern Oklahoma has not been disestablished. Although the Court’s ruling indicates that it is limited to criminal law as applied within the Muscogee (Creek) Nation reservation, the ruling has significant potential implications for civil law within the Muscogee (Creek) Nation reservation, as well as other reservations in Oklahoma that may similarly be found to not have been disestablished. State district courts in Oklahoma, applying the analysis in the U.S. Supreme Court’s ruling regarding the Muscogee (Creek) Nation, have ruled that the Cherokee, Chickasaw, Seminole, Quapaw and Choctaw reservations likewise have not been disestablished. Other nations, such as the Osage Nation, have also sought to have findings of disestablishment overturned. While we cannot predict the full extent to which civil jurisdiction may be affected, the ruling could adversely affect title to our mineral interests, to the extent they are found to be located within reservation areas, and significantly impact laws and regulations to which we and our operators and interests are subject in Oklahoma, such as taxation, environmental regulation, and the permitting and siting of energy assets.

On October 1, 2020, the EPA granted approval to the State of Oklahoma under Section 10211(a) of the Safe, Accountable, Flexible, Efficient Transportation Equity Act of 2005 (the “SAFETE Act”) to administer all of the State’s existing EPA-approved regulatory programs to many areas of Indian Country within Oklahoma, effectively

extending Oklahoma’s authority for existing EPA-approved regulatory programs to lands within Oklahoma previously under the jurisdiction of the State before the U.S. Supreme Court’s ruling in McGirt. However, several Tribes have expressed dissatisfaction with the consultation process performed in relation to this approval, and, in December 2021, the EPA proposed to withdraw and reconsider the October 2020 decision. Additionally, the SAFETE Act provides that any Tribe in Oklahoma may seek “Treatment as a State” by the EPA, and it is possible that one or more of the Tribes in Oklahoma may seek such an approval from the EPA.

Separately, in 2021, the U.S. Department of the Interior subsequently used the ruling in McGirt to find that Oklahoma could not keep jurisdiction over surface coal mining on the Muscogee (Creek) Nation’s lands. The State of Oklahoma has petitioned the U.S. Supreme Court to overturn this determination and find that McGirt either is limited to federal criminal matters or was incorrectly decided. Several other suits have been filed in state and federal courts regarding the appropriate scope of McGirt, including a stayed proceeding before the Oklahoma Supreme Court regarding the Oklahoma Corporation Commission’s authority to issue drilling permits on the Muscogee (Creek) reservation. At this time, we cannot predict how these jurisdictional issues may ultimately be resolved. We will continue to monitor developments concerning these matters.

Dakota Access Pipeline (“DAPL”)

On July 6, 2020, the U.S. District Court for the District of Columbia ordered vacatur of DAPL’s easement from the “Corps” and further ordered the shutdown of the pipeline by August 5, 2020 while the Corps completes a full environmental impact statement for the project. On January 26, 2021, the Court of Appeals for the District of Columbia affirmed the vacatur of the easement, but declined to require the pipeline to shut down while an Environmental Impact Statement is prepared. Following the denial of a rehearing en banc, on September 20, 2021, Dakota Access filed a petition with the U.S. Supreme Court to hear the case. Oppositions were filed by the Solicitor General and Plaintiffs and Dakota Access has filed its reply. On May 21, 2021, the District Court denied the Plaintiff’s request for an injunction and, on June 22, 2021, terminated the consolidated lawsuits and dismissed all remaining outstanding counts without prejudice. The pipeline continues to operate pending completion of the Environmental Impact Statement which the Corps now estimates will be complete by the end of 2022. We cannot determine when or how future lawsuits will be resolved or the impact they may have on the DAPL. If future legal challenges to DAPL are successful, transportation costs for crude oil will likely increase in the Williston Basin, and the operators of our properties in the Williston Basin may choose to shut in wells if they are unable to connect those wells to other pipelines or obtain sufficient capacity on other pipelines at an effective cost, both of which may adversely impact our revenues and future production from our properties in the Williston Basin.

Implementation of Colorado SB 19-181 (“SB 181”)

In November 2020, the Colorado Oil and Gas Conservation Committee (“COGCC”), as part of SB 181’s mandate for the COGCC to prioritize public health and environmental concerns in its decisions, adopted revisions to several regulations to increase protections for public health, safety, welfare, wildlife, and environmental resources. Most significantly, these revisions establish more stringent setbacks (2,000 feet, instead of the prior 500-foot) on new oil and gas development and eliminate routine flaring and venting of natural gas at new or existing wells across the state, each subject to only limited exceptions. Some local communities have adopted, or are considering adopting, further restrictions for oil and gas activities, such as requiring greater setbacks. The Colorado Department of Public Health and the Environment also recently finalized rules related to the control of emissions from certain pre-production activities. These and other developments related to the implementation of SB 181 could adversely impact our revenues and future production from our properties.

Title to Properties

Prior to completing an acquisition of mineral and royalty interests, we perform a title review on each tract to be acquired. Our title review is meant to confirm the quantum of mineral and royalty interest owned by a prospective seller, the property’s lease status and royalty amount as well as encumbrances or other related burdens. For our Texas properties, we obtain a limited title memorandum rendered by an oil and gas law firm. As a result, title examinations have been obtained on a significant portion of our properties.

In addition to our initial title work, operators often will conduct a thorough title examination prior to leasing and/or drilling a well. Should an operator’s title work uncover any further title defects, either we or the operator will

perform curative work with respect to such defects. An operator generally will not commence drilling operations on a property until any material title defects on such property have been cured. We believe that the title to our assets is satisfactory in all material respects. Although title to these properties is in some cases subject to encumbrances, such as customary interests generally retained in connection with the acquisition of oil and gas interests, non-participating royalty interests and other burdens, easements, restrictions or minor encumbrances customary in the oil and natural gas industry, we believe that none of these encumbrances will materially detract from the value of these properties or from our interest in these properties.

Competition

The oil and natural gas business is highly competitive in the exploration for and acquisition of reserves, the acquisition of minerals and oil and natural gas leases and personnel required to find and produce reserves. Many of our competitors not only own and acquire mineral and royalty interests but also explore for and produce oil and natural gas and, in some cases, carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. By engaging in such other activities, our competitors may be able to develop or obtain information that is superior to the information that is available to us. In addition, certain of our competitors may possess financial or other resources substantially larger than we possess. Our ability to acquire additional minerals and properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment.

In addition, oil and natural gas products compete with other forms of energy available to customers, primarily based on price. These alternate forms of energy include electricity, coal, and fuel oils. Changes in the availability or price of oil and natural gas or other forms of energy, as well as business conditions, conservation, legislation, regulations, and the ability to convert to alternate fuels and other forms of energy may affect the demand for oil and natural gas.

Seasonality of Business

Weather conditions affect the demand for, and prices of, natural gas and can also delay drilling activities, disrupting our overall business plans. Additionally, some of the areas in which our properties are located are adversely affected by seasonal weather conditions, primarily in the winter and spring. During periods of heavy snow, ice or rain, our operators may be unable to move their equipment between locations, thereby reducing their ability to operate our wells, reducing the amount of oil and natural gas produced from the wells on our properties during such times. For example, the prior winter storms in February 2021 adversely affected operator activity and production volumes in the southern United States, including in the Permian Basin. Additionally, extended drought conditions in the areas in which our properties are located could impact our operators’ ability to source sufficient water or increase the cost for such water. Furthermore, demand for natural gas is typically higher during the winter, resulting in higher natural gas prices for our natural gas production during our first and fourth quarters. Certain natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer, which can lessen seasonal demand fluctuations. Seasonal weather conditions can limit drilling and producing activities and other oil and natural gas operations in a portion of our operating areas. Due to these seasonal fluctuations, our results of operations for individual quarterly periods may not be indicative of the results that we may realize on an annual basis.

Human Capital Resources

Culture

Our employees are one of our most valuable assets. Our small size and organizational structure promote a highly collaborative working environment and shared sense of purpose that differentiates us from our competitors. In addition, we rely on the strength of our technical expertise, particularly those individuals engaged in our engineering and geology departments, to inform our investment decisions and portfolio construction and management. Given our team’s understanding of oil and gas operations, we are able to better assess risk inherent in the mineral and royalty assets we acquire.

Headcount and Demographics

As of December 31, 2021, we had 44 full-time employees and six temporary employees. All of our employees are located in our Austin, Texas office. In addition to our two founders, we currently have approximately 12 full-time employees in our engineering and geology departments, seven full-time employees dedicated to our ground game

acquisition and business development departments, eight full-time employees in our land department, and 14 full-time employees in our finance, accounting, information technology and legal departments. The vast majority of our temporary employees are part-time employees that assist the ground game acquisition and business development departments. Approximately 46% of our employees are female and approximately 34% of our employees identify as minorities. We have no collective bargaining agreements with our employees. We believe that our employee relationships are satisfactory. We hire independent contractors on an as needed basis.

Competitive Compensation and Benefits

Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate our employees to achieve top-quality results. Specifically:

• We engage a nationally recognized outside compensation and benefits consulting firm to provide benchmarking against our peers within the industry for executive compensation.

• Our executive compensation program is designed to attract, motivate and retain high-quality leadership and incentivize our executive officers to achieve performance goals over the short- and long-term, which also aligns the interests of our executive officers with those of our stockholders. As such, our compensation program for our executive officers is heavily weighted toward equity-based compensation and does not include an annual cash bonus. Equity-based compensation generally includes both restricted stock units subject to time-based vesting and restricted stock units subject to performance-based vesting.

• All full-time employees are eligible for health insurance paid for 100% by us, paid and unpaid leaves, including parental leave, a retirement plan and disability/accident coverage.

• We have a corporate philanthropy program that provides matching gifts by us for both monetary gifts by employees and time volunteered by employees during their personal time, along with group opportunities for employees to volunteer together once a quarter during company time.

• We have an education reimbursement program to assist our employees in developing knowledge, skills and job effectiveness through higher education.

• We provide onsite fitness classes four days a week, providing our employees with the opportunity to be active, boost their mental health and interact with others from different departments.

Training and Development

In light of our small size and collaborative working environment, we currently do not have a need to implement a formal in-house training and development program. Instead, we emphasize on-the-job training, informal mentoring and encourage our employees to participate in external training and development courses, programs and professional organizations. Our employees are encouraged to take responsibility for their development, and we are committed to ensuring that they have the resources they need to succeed.

Retention and Tenure

The combination of our culture, competitive compensation, career growth and development opportunities foster employee tenure and reduce voluntary turnover rates. The average tenure of our employees is approximately four years.

Workplace Safety

We care about the safety of our colleagues and all visitors to our workplace. During 2021, our continued focus on workplace safety from 2020 enabled us to keep our offices open in spite of the ongoing COVID-19 pandemic. Once COVID-19 vaccines were available, we provided vaccination encouragement payments to those employees that chose to get vaccinated and boosted. As a result, approximately 85% of our employees have received at least two doses of the COVID-19 vaccine.

EX-99.6

Exhibit 99.6

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On September 6, 2022, Sitio entered into the merger agreement with Opco LP, New Sitio, Brigham Merger Sub, Sitio Merger Sub, Opco Merger Sub, Brigham and Opco LLC, pursuant to which Brigham Merger Sub will merge with and into Brigham (the “Brigham Merger”), with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio and (ii) Sitio Merger Sub will merge with and into Sitio (the “Sitio Merger”), with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio. Immediately thereafter, Opco Merger Sub will merge with and into Opco LLC (the “Opco Merger” and, together with the Brigham Merger and the Sitio Merger, the “mergers”) with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP. As a result of the mergers, Sitio and Brigham will become direct wholly owned subsidiaries of New Sitio, a new holding company, which will be renamed “Sitio Royalties Corp.” Upon completion of the mergers, former Sitio stockholders and former Brigham stockholders will own stock in New Sitio, which is expected to be listed for trading on the NYSE. New Sitio is a newly created holding company formed for purposes of effectuating the mergers and has conducted no operations and owns no material assets prior to completion of the mergers. The transactions contemplated by the merger agreement are referred to herein as the “Transactions” and the adjustments related thereto are referred to as the “Transaction Adjustments.”

The mergers will be accounted for using the acquisition method of accounting in accordance with ASC 805, with Sitio as the accounting acquirer. For further information please see the section entitled “The Mergers—Accounting Treatment.”

The following unaudited pro forma condensed consolidated combined financial statements (the “pro forma financial statements”) present the historical consolidated financial statements of Sitio (the accounting acquirer in the mergers), Kimmeridge Mineral Fund (“KMF”), Sitio’s predecessor for financial reporting purposes, combined with the historical consolidated financial statements of Falcon Minerals Corporation (“Falcon”), which was acquired by Sitio in June 2022, and the historical consolidated financial statements of Brigham, in each case adjusted as described below. Additionally, the pro forma financial statements include adjustments associated with the Falcon Merger and the Sitio Acquisitions (as defined below) (the Falcon Merger and the Sitio Acquisitions, the “Sitio Transactions”) completed by Sitio prior to the mergers (the “Sitio Adjustments”):

• the merger transactions on June 7, 2022 with Opco LP, Ferrari Merger Sub A LLC (“Ferrari Merger Sub”), and DPM HoldCo, LLC (“Desert Peak”), pursuant to which Ferrari Merger Sub merged with and into Desert Peak, with Desert Peak as the accounting acquirer (the “Falcon Merger”);

• the acquisition on June 7, 2021 of approximately 7,200 NRAs from Chambers Minerals, LLC, an affiliate of Kimmeridge, consisting of a 2.0% (on an 8/8ths basis) overriding royalty interest, proportionately reduced to Callon Petroleum Company’s (“Callon”) net revenue interest, in substantially all Callon-operated oil and gas leaseholds in the Delaware Basin (the “Chambers Acquisition”);

• the acquisition on June 30, 2021 of approximately 18,500 NRAs from Rock Ridge Royalty, LLC (the “Rock Ridge Acquisition”); and

• the acquisition on August 31, 2021 of approximately 25,000 NRAs from Source Energy Leasehold, LP and Permian Mineral Acquisition, LP (the “Source Acquisition” and, together with the Chambers Acquisition and the Rock Ridge Acquisition, the “Sitio Acquisitions”).

The unaudited pro forma condensed consolidated combined balance sheet gives effect to the Transactions as if they had occurred on September 30, 2022. The Sitio Acquisitions and Falcon Merger are reflected in the historical consolidated balance sheet of Sitio as of September 30, 2022, and, as such, no pro forma adjustments are made for such transactions in the unaudited pro forma condensed consolidated combined balance sheet.

The unaudited pro forma condensed consolidated combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 give effect to the Transactions and the Sitio Transactions as if they had occurred January 1, 2021. The pro forma financial statements contain certain

1

reclassification adjustments, as applicable, to (i) conform the historical Falcon or Brigham financial statement presentations to Sitio’s financial statement presentation and (ii) conform certain of Falcon’s or Brigham’s historical amounts to Sitio’s financial statement presentation.

The unaudited pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using assumptions set forth in the notes to the unaudited pro forma financial statements. The pro forma financial statements have been adjusted to include transaction accounting adjustments in accordance with GAAP, linking the effects of the Transaction Adjustments and the Sitio Adjustments to the historical consolidated financial statements of Sitio. As of the date of this consent solicitation statement/proxy statement/prospectus, the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Falcon assets acquired and the liabilities assumed and the related allocations of purchase price has not been completed. A final determination of the fair value of Falcon’s assets and liabilities will be based on the actual assets and liabilities of Falcon that existed as of the Falcon Merger effective time. As of the date of this consent solicitation statement/proxy statement/prospectus, the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Brigham assets to be acquired and the liabilities to be assumed and the related allocations of purchase price has not been completed, nor have all necessary adjustments been made to conform Brigham’s accounting policies to Sitio’s accounting policies. A final determination of the fair value of Brigham’s assets and liabilities will be based on the actual assets and liabilities of Brigham that exist as of the effective time of the mergers and, therefore, cannot be made prior to the completion of the mergers.

The pro forma financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that Sitio would have achieved if the Sitio Transactions had taken place on the assumed dates. The pro forma financial statements do not reflect future events that may occur after the consummation of the mergers, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that may be achieved with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma financial statements and should not be relied on as an indication of New Sitio’s future results.

2

Pro Forma Condensed Consolidated Combined Balance Sheet

As of September 30, 2022

(Unaudited)

	Historical			Historical
	Sitio Royalties Corp.			Brigham Minerals, Inc.			Transaction Adjustments				Pro Forma Combined
	(In thousands, except share amounts)
ASSETS								A
Current assets:
Cash and cash equivalents	$	10,812		$	32,995		$	—			$	43,807
Restricted cash		—			6,629			—				6,629
Accrued revenue and accounts receivable		83,514			63,317			—				146,831
Derivative asset		22,531			—			—				22,531
Prepaid assets and other		1,297			3,196			—				4,493
Total current assets		118,154			106,137			—				224,291
Property and equipment:
Oil and natural gas properties, successful efforts method:
Unproved properties		1,473,142			310,783			1,265,861				3,049,786
Proved properties		1,042,257			754,418			72,425				1,869,100
Property and equipment		3,201			3,559			(1,629	)			5,131
Accumulated depreciation, depletion, and amortization		(186,004	)		(355,990	)		355,990				(186,004	)
Net oil and gas properties and other property and equipment		2,332,596			712,770			1,692,647				4,738,013
Other long-term assets:
Long-term derivative asset		28,888						—				28,888
Deferred financing costs		6,131			1,202			—				7,333
Operating lease right-of-use-asset		—			5,883			—				5,883
Deferred tax assets		—			39,485			(39,485	)			—
Other long-term assets		648			—			—				648
Total long-term assets		35,667			46,570			(39,485	)			42,752
TOTAL ASSETS	$	2,486,417		$	865,477		$	1,653,162			$	5,005,056
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	15,877		$	21,923		$	100,000		B	$	137,800
Current operating lease liability		—			1,211			—				1,211
Warrant liability		2,770										2,770
Derivative liability		150										150
Total current liabilities		18,797			23,134			100,000				141,931
Long-term liabilities:								—
Long-term debt		666,834			73,000			—				739,834
Non-current operating lease liability		—			4,831			—				4,831
Deferred tax liability		4,782			—			248,753				253,535
Deferred rent		1,138			—			—				1,138
Other non-current liabilities		—			2,427			—				2,427
Total liabilities		691,551			103,392			348,753				1,143,696
COMMITMENTS AND CONTINGENCIES
Temporary equity		1,573,201			—			(50,624	)	B		1,740,264
								76,574		C
								141,113		D
Equity:
Class A common stock (12,706,082 and 76,309,429 shares issued and outstanding on a historical and pro forma basis, respectively)		1			547			(547	)	C		8
								7		D
Class C common stock (71,134,752 and 78,239,436 shares issued and outstanding on a historical and pro forma basis, respectively)		7			—			1		D		8
Additional paid-in capital		221,819			760,879			(75,368	)	C		2,170,618
								1,263,288		D
Accumulated deficit		(162	)		(91,218	)		(49,376	)	B		(49,538	)
								91,218		C
Treasury stock, at cost		—			(6,338	)		6,338		C		—
Non-controlling interests		—			98,215			(98,215	)	C		—
Total equity		221,665			762,085			1,137,346				2,121,096
Total liabilities, temporary equity and equity	$	2,486,417		$	865,477		$	1,653,162			$	5,005,056

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Pro Forma Condensed Consolidated Combined Statement of Operations

For the Nine Months Ended September 30, 2022

(Unaudited)

	Historical			Sitio Royalties Adjustment			Sitio Predecessor Transaction Adjustments				As Adjusted				Historical			Transaction Adjustments				Pro Forma Combined
	Sitio Royalties Corp.			Falcon Minerals Corporation							Sitio Royalties Corp.				Brigham Minerals, Inc.
	(In thousands, except per share data)
Revenue:
Oil, natural gas and natural gas liquids revenues	$	260,219		$	44,862$						$	305,081			$	253,148		$				$	558,229
Lease bonus and other income		9,445			779			(497	)	D		9,727				3,365							13,092
Commodity derivatives losses					(302	)		302		J		—				—							—
Total revenue		269,664			45,339			(195	)			314,808				256,513			—				571,321
Operating Expenses:
Management fees to affiliates		3,241										3,241		I									3,241
Depreciation, depletion and amortization		67,302			6,450			(12,757	)	H		77,947				40,726			28,987		N		147,660
								17,076		H
								(124	)	D
General and administrative		24,043			28,287			(180	)	D		52,150				24,330			9,172		O		85,652
General and administrative - affiliates		74										74											74
Severance and ad valorem taxes		18,019			2,860							20,879				15,664							36,543
Marketing and transportation					374							374				7,211							7,585
Total operating expenses		112,679			37,971			4,015				154,665				87,931			38,159				280,755
Net income (loss) from operations		156,985			7,368			(4,210	)			160,143				168,582			(38,159	)			290,566
Other income (expense):
Interest expense, net		(18,096	)		(876	)						(18,972	)			(3,114	)						(22,086	)
Change in fair value of warrant liability		3,842			(270	)						3,572											3,572
Loss on extinguishment of debt		(11,487	)									(11,487	)										(11,487	)
Commodity derivative gains (losses)		53,508			—			(302	)			53,206											53,206
Other income (expense)		—			13							13				40							53
Total other income (expense):		27,767			(1,133	)		(302	)			26,332				(3,074	)		—				23,258
Net income before income tax expense		184,752			6,235			(4,512	)			186,475				165,508			(38,159	)			313,824
Income tax (expense) benefit		(5,206	)		(1,820	)		(35,863	)	K		(42,889	)			(31,820	)		2,529		K		(72,180	)
Net income	$	179,546		$	4,415		$	(40,375	)		$	143,586			$	133,688		$	(35,630	)		$	241,644
Less net income attributable to Predecessor		(78,104	)					78,104		L		—				—							—
Less net income attributable to non-controlling interests		—			(4,917	)		4,917		L		—				(21,998	)		21,998		L		—
Less net (income) loss attributable to temporary equity		(86,143	)					(35,683	)	L		(121,826	)			—			(505)		L		(122,331	)
Net income attributable to Class A stockholders	$	15,299		$	(502	)	$	6,963			$	21,760			$	111,690		$	(14,137	)		$	119,313
Net Income per Common Share
Basic	$	1.19														2.16							1.55		M
Diluted	$	1.19														2.09							1.55		M
Weighted Average Common Shares Outstanding
Basic		12,665														51,663							76,309		M
Diluted		12,665														53,463							76,309		M

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Pro Forma Condensed Consolidated Combined Statement of Operations

For the Year Ended December 31, 2021

(Unaudited)

	Historical			Sitio Royalties Adjustments														As Adjusted				Historical			Transaction Adjustments				Pro Forma Combined
	Kimmeridge Mineral Fund, L.P. (Sitio Predecessor)			Chambers Acquisition		Rock Ridge Acquisition			Source Acquisition		Falcon Minerals Corporation			Sito Predecessor Transaction Adjustments				Sitio Royalties Corp.				Brigham Minerals, Inc.
	(In thousands, except per share data)
Revenue:					A		B			C
Oil, natural gas and natural gas liquids revenues	$	118,548		$	4,105	$	10,328		$	19,776	$	72,838		$	(1,970	)	J	$	223,625			$	156,699		$				$	380,324
Lease bonus and other income		2,040					925			71					(227	)	D		4,779				4,518							9,297
															1,970		J
Commodity derivatives losses							(1,125	)				(4,830	)		1,125		E		—				—							—
															4,830		J
Total revenue		120,588			4,105		10,128			19,847		68,008			5,728				228,404				161,217			—				389,621
Operating Expenses:
Management fees to affiliates		7,480																	7,480		I		—							7,480
Depreciation, depletion and amortization		40,906					3,366					15,233			13,370		H		74,595				36,677			48,631		N		159,903
															2,007		H
															(287	)	D
General and administrative		4,143					1,314					14,130			(373	)	D		50,861				22,475			13,004		O		186,340
															25,000		F									100,000		P
															6,647		G
General and administrative—affiliates		8,855																	8,855				—							8,855
Severance and ad valorem taxes		6,858			247		276			1,339		3,935							12,655				9,320							21,975
Marketing and transportation												1,752							1,752				6,818							8,570
Deferred offering costs write-off		2,396																	2,396				—							2,396
Total operating expenses		70,638			247		4,956			1,339		35,050			46,364				158,594				75,290			161,635				395,519
Net income (loss) from operations		49,950			3,858		5,172			18,508		32,958			(40,636	)			69,810				85,927			(161,635	)			(5,898	)
Other income (expense):
Interest expense, net		(1,893	)				(88	)				(1,924	)						(3,905	)			(1,701	)						(5,606	)
Change in fair value of warrant liability												467							467				—							467
Commodity derivatives gains (losses)												—			(4,830	)	J		(4,830	)			—							(4,830	)
Other income (expense)												50							50				53							103
Total other income (expense):		(1,893	)		—		(88	)		—		(1,407	)		(4,830	)			(8,218	)			(1,648	)		—				(9,866	)
Net income (loss) before income tax expense		48,057			3,858		5,084			18,508		31,551			(45,466	)			61,592				84,279			(161,635	)			(15,764	)
Income tax (expense) benefit		(562	)				27					(4,059	)		(9,572	)	K		(14,166	)			(16,253	)		34,035		K		3,626
Net income (loss)	$	47,495		$	3,858	$	5,111		$	18,508	$	27,492		$	(55,038	)		$	47,426			$	68,026		$	(127,590	)		$	(12,138	)
Less net income attributable to non-controlling interests		(18,781	)									(14,336	)		33,117		L		—				(1,922	)		1,922		L		—
Less net (income) loss attributable to temporary equity															(40,239	)	L		(40,239	)			(15,821	)		62,205		L		6,145
Net income (loss) attrib utable to Class A stockholders	$	28,714		$	3,858	$	5,111		$	18,508	$	13,156		$	(62,160	)		$	7,187			$	50,283		$	(63,463	)		$	(5,993	)
Net Income (loss) per Common Share
Basic											$	0.28											1.13							(0.09	)	M
Diluted											$	0.28											1.10							(0.09	)	M
Weighted Average Common Shares Outstanding
Basic												46,321											44,576							76,309		M
Diluted												46,321											45,632							76,309		M

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Notes to unaudited pro forma condensed consolidated combined financial statements

1. Basis of Presentation, the Offering and Reorganization

The pro forma financial statements have been derived from the historical financial statements of Sitio, Falcon and Brigham. The pro forma financial statements contain certain reclassification adjustments, as applicable, to (i) conform the historical Falcon or Brigham financial statement presentations to Sitio’s financial statement presentation and (ii) conform certain of Falcon’s or Brigham’s historical amounts to Sitio’s financial statement presentation. The pro forma condensed consolidated combined balance sheet as of September 30, 2022 gives effect to the Transactions as if they had occurred on September 30, 2022. The Sitio Acquisitions and Falcon Merger are reflected in the historical consolidated balance sheet of Sitio as of September 30, 2022, and, as such, no pro forma adjustments are made for such transactions in the unaudited pro forma condensed consolidated combined balance sheet. The unaudited pro forma condensed consolidated combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 give effect to the Sitio Transactions and Transactions as if they had occurred on January 1, 2021.

The pro forma financial statements reflect pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable. However, actual results may differ from those reflected in these statements. In management’s opinion, all adjustments known to date that are necessary to present fairly the pro forma information have been made. The pro forma financial statements do not purport to represent what New Sitio’s financial position or results of operations would have been if the Sitio Transactions had actually occurred on the dates indicated above, nor are they indicative of New Sitio’s future financial position or results of operations.

These pro forma financial statements should be read in conjunction with the historical financial statements, and related notes thereto, of Sitio, KMF, Falcon and Brigham for the periods presented, which are included or incorporated by reference in this consent solicitation statement/proxy statement/prospectus.

2. Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet

Transaction Adjustments

A. Unless otherwise noted, the adjustments reflect the acquisition method of accounting with Sitio as the accounting acquirer of Brigham. Under the acquisition method of accounting, the purchase price is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price (if applicable) allocated to goodwill. Sitio has not completed the detailed valuation studies necessary to compute the fair value estimates of Brigham’s assets acquired and liabilities assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Brigham’s accounting policies to Sitio’s accounting policies. The preliminary estimation of the fair values of the Brigham assets was performed as of November 7, 2022. A final determination of the fair value of the Brigham assets and liabilities will be based on the actual net assets and liabilities of Brigham that exist as of the Closing Date. The value of the consideration given by Sitio will be based on the closing price of Sitio Class A Common Stock immediately prior to the Closing. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final purchase price allocation may be different than that reflected in the preliminary pro forma purchase price allocation presented herein, and this difference may be material. The pro forma purchase price allocation is preliminary and was based on an estimate of the fair values of the tangible and intangible assets and liabilities related to Brigham and the closing price of Sitio Class A Common Stock of $30.64 on November 7, 2022.

6

The following table summarizes the preliminary estimate of the purchase price (in thousands, except per share data):

Brigham Common Stock — issued and outstanding as of September 30, 2022(1):		62,408
Exchange ratio		1.133
New Sitio Common Stock to be issued in exchange for Brigham Common Stock(1)		70,708
Sitio Class A Common Stock price(1)	$	30.64
Total consideration and fair value	$	2,166,494

(1) The final purchase price will be based on the fair value of new shares of New Sitio Common Stock issued in exchange for shares of Brigham Common Stock as of the Closing Date. The number of shares of Brigham Common Stock includes new shares that are anticipated to be issued upon the vesting of outstanding equity awards under Brigham’s Long Term Incentive Plan. The estimated fair value of Sitio Class A Common Stock is based on the closing price of Sitio Class A Common Stock as of November 7, 2022, which will be adjusted as of the Closing Date. A 10% increase or decrease in the trading price of Sitio Class A Common Stock would increase or decrease the total purchase price by approximately $170.5 million. The potential change in the purchase price will likely affect the value allocated to oil and natural gas properties as the value of the underlying estimated oil and natural gas reserve volumes is dependent upon commodity prices on the Closing Date.

The following table summarizes the allocation of the preliminary estimate of the purchase price to the assets acquired and liabilities assumed (in thousands):

Brigham fair values:
Current assets	$	106,137
Unproved oil and gas properties		1,576,644
Proved oil and gas properties		826,843
Property and equipment		1,930
Other long-term assets		7,085
Current liabilities		(23,134	)
Long-term debt		(73,000	)
Deferred tax liabilities		(248,753	)
Other long-term liabilities		(7,258	)
Total consideration and fair value	$	2,166,494

B. Represents the impact of one-time, nonrecurring transaction costs associated with the Transactions. These transaction costs are based on preliminary estimates, and the final amounts and the resulting effect on Sitio’s financial position may differ significantly. These incremental costs are not yet reflected in the historical September 30, 2022 unaudited consolidated balance sheets of Brigham and Sitio, but are reflected in the unaudited pro forma condensed consolidated combined balance sheet as an increase to accounts payable and accrued expenses as they will be expensed by Brigham and Sitio as incurred.

C. The historical financial statements of New Sitio following the mergers will be those of Sitio. As such, the adjustments represent: (i) the elimination of Brigham’s historical equity; and (ii) the retroactive restatement (recapitalization) of Brigham’s equity structure to reflect that of Sitio subsequent to the Transactions. Interests attributable to shares of New Sitio Class C Common Stock and Opco LP Units will be classified as temporary equity in New Sitio due to the cash redemption features of these instruments and as the holders of New Sitio Class C Common Stock are expected to control a majority of the votes of the board of directors through ownership of a majority of the voting stock, which allows the holders of New Sitio Class C Common Stock to effectively control the determination of whether a

7

redemption of New Sitio Class C Common Stock and Opco LP Units would be settled in shares of New Sitio Class A Common Stock or an equivalent amount of cash.

D. Represents the increase in net assets as a result of the purchase price allocation, allocated between temporary equity and additional paid in capital, based on the percentage ownership split between holders of New Sitio Class A Common Stock and New Sitio Class C Common Stock expected to be issued to Brigham stockholders in the mergers, less the par value of New Sitio Class A Common Stock and New Sitio Class C Common Stock issued in the mergers as shown below.

	Post-Exchange
New Sitio Class A Common Stock		63,603,347
Par value of new Class A Shares ($0.0001 per share)	$	6,360
New Sitio Class C Common Stock		7,104,684
Par value of new Class C Shares ($0.0001 per share)	$	710

The increase in net assets as a result of the purchase price allocation, which can be attributed shares of New Sitio Class C Common Stock will be classified into temporary equity due to the cash redemption features of the New Sitio Class C Common Stock and Opco LP Units; the increase allocable to New Sitio Class A Common Stock will be classified to additional paid in capital. Below is the pro forma ownership of New Sitio after giving effect to the Transactions, as well as the ownership by share class.

	Shares at Closing		Shares at Closing (after giving effect to the Exchange)		Percent Ownership
Brigham Stockholders — Class A		56,137,112		63,603,347		41	%
Brigham Stockholders — Class C		6,270,684		7,104,684		5	%
Total Brigham Stockholders		62,407,796		70,708,031		46	%
Sitio Stockholders — Class A		12,706,082		12,706,082		8	%
Sitio Stockholders — Class C		71,134,752		71,134,752		46	%
Total Sitio Stockholders		83,840,834		83,840,834		54	%
Total Shares		146,248,630		154,548,865		100	%
Total Class A Shares		68,843,194		76,309,429		49	%
Total Class C Shares		77,405,436		78,239,436		51	%

3. Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations

Desert Peak Adjustments

A. Reflects oil and gas operations of properties acquired in the Chambers Acquisition.

B. Reflects the historical statement of operations of certain oil and gas properties acquired in the Rock Ridge Acquisition.

C. Reflects the historical statement of revenues and direct operating expenses of certain oil and gas properties acquired in the Source Acquisition.

Falcon Merger Transaction Adjustments

D. Reflects the elimination of revenues and operating expenses included in the results of operations of KMF related to the water business of KMF and KMF Water, LLC that will not be included in New Sitio.

8

E. Reflects the elimination of the commodity derivative losses associated with the Rock Ridge Acquisition. In accordance with the terms of the related purchase and sale agreement, the seller was obligated to terminate the derivative contracts prior to the closing of the Rock Ridge Acquisition.

F. Represents the impact of one-time, nonrecurring transaction costs associated with the Falcon Merger. The majority of these incremental costs were reflected in the historical consolidated statements of operations of Falcon and Sitio for the nine months ended September 30, 2022 but are reflected in the unaudited pro forma condensed consolidated statement of operations as an increase to general and administrative expense as they are expensed by Falcon and Sitio as incurred.

G. Represents the grant and vesting of one-time restricted stock units to certain of Sitio’s executive officers and employees in connection with the Falcon Merger under Sitio’s Long Term Incentive Plan. Such restricted stock units have been granted on June 7, 2022 and vest on June 7, 2023, but for purposes of the unaudited pro forma financial statements were reflected to have been granted and vested in 2021.

H. Reflects the pro forma impact to depletion expense associated with the change in fair value adjustment to oil and gas properties as a result of the Falcon Merger, Chambers Acquisition, Rock Ridge Acquisition and Source Acquisition. Pro forma depletion expense was calculated on a consolidated basis as though all such properties were owned for the entire period. This number was then offset by the historical depletion expense related to Falcon, KMF and the Rock Ridge Acquisition presented in the Falcon, KMF and Rock Ridge Acquisition columns, respectively, in the pro forma statement of operations, and the remaining amount was included as an Acquisition Adjustment on the face of the pro forma statement of operations. There is no historical depletion expense related to the Chambers Acquisition or Source Acquisition. The adjustment reflected under Transaction Adjustments was calculated using the units-of-production method under the successful efforts method of accounting (in thousands).

For the nine months ended September 30, 2022

Depletion expense related to the fair value of the oil and gas properties of Sitio and those acquired in the Chambers Acquisition, Rock Ridge Acquisition and Source Acquisition	$	54,057
Less KMF historical depletion expense		(66,814	)
Sitio Predecessor Transaction Adjustments to depletion expense	$	(12,757	)
Depletion expense related to the fair value of the oil and gas properties of Falcon	$	23,526
Less Falcon historical depletion expense		(6,450	)
Transaction Adjustments to depletion expense	$	17,076

For the year ended December 31, 2021

Depletion expense related to the fair value of the oil and gas properties of KMF and those acquired in the Chambers Acquisition, Rock Ridge Acquisition and Source Acquisition	$	57,041
Less KMF historical depletion expense		(40,318	)
Less Rock Ridge historical depletion expense		(3,353	)
Sitio Predecessor Transaction Adjustments to depletion expense	$	13,370
Depletion expense related to the fair value of the oil and gas properties of Falcon	$	17,240
Less Falcon historical depletion expense		(15,233	)
Transaction Adjustments to depletion expense	$	2,007

9

I. Reflects the management fee expenses of KMF (the Sitio Predecessor) that were paid as compensation for services rendered in the management of the partnership. The management fee expenses represent the charge for managing the investment fund and did not include general and administrative expenses related to operating the business. The administrative expenses incurred by and reimbursed to management are presented in the general and administrative line item on the consolidated statement of operations. While a pro forma adjustment has not been made to eliminate the management fee expenses, Sitio no longer incurs any management fees after completion of the Falcon Merger.

J. Reflects a pro forma adjustment to reclassify lease bonus and other income and commodity derivatives losses of Falcon to conform to Sitio’s presentation.

K. Reflects estimated income tax provision associated with Sitio’s historical results of operations assuming its earnings had been subject to federal and state income tax as a subchapter C corporation using a blended statutory rate of 23% for the period noted. This rate is inclusive of U.S. federal and state taxes. The calculation of future net income tax expense is performed on a year-by-year basis by taking into account each year’s projected revenues, operating expenses, depreciation, depletion, and other factors in arriving at each year’s tax outflow. As such, the effective rate utilized in this calculation can differ from the blended statutory rate.

L. Reflects the elimination of net income attributable to non-controlling interest of KMF (the Sitio Predecessor), Falcon, and Brigham historical consolidated financial statements, as the non-controlling interest will not exist subsequent to the Transactions. Also reflects the elimination of net income attributable to the Sitio Predecessor. In addition, management estimated the net income attributable to the New Sitio Class C Common Stock that will be classified as temporary equity on New Sitio’s consolidated balance sheet subsequent to the Transactions.

M. Reflects basic and diluted earnings (loss) per common shares of New Sitio Class A Common Stock as shown below for the applicable period, computed using the two-class method (in thousands, except per share data):

For the nine months ended September 30, 2022

Numerator:
Net income attributable to Class A stockholders	$	119,313
Less: Earnings allocated to participating securities		(924	)
Net income attributable to Class A stockholders — basic	$	118,389
Plus: Net income attributable to temporary equity(1)		—
Net income attributable to Class A stockholders — diluted	$	118,389
Denominator(1):
Weighted average shares outstanding — basic		76,309
Effect of dilutive securities(1)		—
Weighted average shares outstanding — diluted		76,309
Net income per common share — basic	$	1.55
Net income per common share — diluted	$	1.55

(1) For the nine months ended September 30, 2022, Class C common stock was not included in the calculation of diluted earnings per share as the effect would have been antidilutive.

10

For the year ended December 31, 2021

Numerator:
Net loss attributable to Class A stockholders	$	(5,993	)
Less: Earnings allocated to participating securities		(1,027	)
Net (loss) attributable to Class A stockholders — basic	$	(7,020	)
Plus: Net (loss) attributable to temporary equity(1)		—
Net (loss) attributable to Class A stockholders — diluted	$	(7,020	)
Denominator(1):
Weighted average shares outstanding — basic		76,309
Effect of dilutive securities(1)		—
Weighted average shares outstanding — diluted		76,309
Net loss per common share — basic	$	(0.09	)
Net loss per common share — diluted	$	(0.09	)

(1) For the year ended December 31, 2021, Class C common stock was not included in the calculation of diluted loss per share as the effect would have been antidilutive.

Transaction Adjustments

N. Reflects the pro forma impact to depletion expense associated with the change in fair value adjustment to oil and gas properties as a result of the merger agreement. Pro forma depletion expense was calculated on a consolidated basis as though all such properties were owned for the entire period. This number was then offset by the historical depletion expense related to Brigham as presented in the in the Brigham historical column in the pro forma statement of operations, and the remaining amount was included as an Acquisition Adjustment on the face of the pro forma statement of operations. The adjustment reflected under Transaction Adjustments was calculated using the units-of-production method under the successful efforts method of accounting (in thousands).

For the nine months ended September 30, 2022

Depletion expense related to the fair value of the oil and gas properties of Brigham	$	69,365
Less Brigham historical depletion expense		(40,378	)
Transaction Adjustments to depletion expense	$	28,987

For the year ended December 31, 2021

Depletion expense related to the fair value of the oil and gas properties of Brigham	$	85,077
Less Brigham historical depletion expense		(36,446	)
Transaction Adjustments to depletion expense	$	48,631

O. Represents adjustments to conform general and administrative expenses that were previously capitalized by Brigham under the full cost method of accounting to the respective expense line items based on Sitio’s presentation under the successful efforts method of accounting.

P. Represents the impact of one-time, nonrecurring transaction costs associated with the Transactions. These transaction costs are based on preliminary estimates, and the final amounts and the resulting effect on New Sitio’s financial position may differ significantly. These incremental costs are not yet reflected in the historical consolidated statements of operations of Brigham and Sitio for the nine months ended September 30, 2022 and for the year ended December 31, 2021, but are reflected in the

11

unaudited pro forma condensed consolidated statement of operations as an increase to general and administrative expense as they will be expensed by Brigham and Sitio as incurred.

4. Supplementary Disclosure of Oil and Natural Gas Operations

The following tables present the estimated pro forma proved reserve information as of December 31, 2021, along with a summary of changes in quantities of remaining proved reserves during the year ended December 31, 2021.

The following estimated pro forma reserve information is not necessarily indicative of the results that might have occurred had the Transactions been completed on December 31, 2021 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those described under “Risk Factors.”

	Balance, December 31, 2020		Revisions			Extensions		Acquisition of reserves		Divestiture of reserves			Production			Balance, December 31, 2021
Kimmeridge Mineral Fund, LP
Oil (MBbls)		5,075		180			610		7,240		—			(1,261	)		11,844
Natural Gas (MMcf)		23,402		6,531			1,991		19,165		—			(4,746	)		46,343
Natural Gas Liquids (MBbls)		2,825		405			216		2,076		—			(499	)		5,023
Total (MBOE)		11,800		1,674			1,158		12,511		—			(2,551	)		24,592
Chambers Acquisition
Oil (MBbls)		775		(5	)		—		—		(713	)		(57	)		—
Natural Gas (MMcf)		2,694		(447	)		—		—		(2,108	)		(139	)		—
Natural Gas Liquids (MBbls)		326		48			—		—		(349	)		(25	)		—
Total (MBOE)		1,550		(32	)		—		—		(1,413	)		(105	)		—
Rock Ridge Acquisition
Oil (MBbls)		3,564		(1,781	)		—		—		(1,620	)		(163	)		—
Natural Gas (MMcf)		8,132		(3,551	)		—		—		(4,095	)		(486	)		—
Natural Gas Liquids (MBbls)		1,325		(834	)		—		—		(438	)		(53	)		—
Total (MBOE)		6,244		(3,207	)		—		—		(2,740	)		(297	)		—
Source Acquisition
Oil (MBbls)		1,515		347			—		—		(1,585	)		(277	)		—
Natural Gas (MMcf)		4,033		847			—		—		(4,423	)		(457	)		—
Natural Gas Liquids (MBbls)		359		69			—		—		(394	)		(34	)		—
Total (MBOE)		2,546		557			—		—		(2,716	)		(387	)		—
Falcon Minerals Corporation
Oil (MBbls)		9,742		(1,571	)		326		22		—			(756	)		7,763
Natural Gas (MMcf)		48,536		(3,109	)		1,777		34		—			(3,801	)		43,437
Natural Gas Liquids (MBbls)		2,186		159			122		5		—			(230	)		2,242
Total (MBOE)		20,017		(1,930	)		744		33		—			(1,620	)		17,245
Brigham Minerals, Inc.
Oil (MBbls)		13,200		1,053			1,666		2,739		(71	)		(1,677	)		16,910
Natural Gas (MMcf)		43,644		10,107			4,404		14,683		(780	)		(5,886	)		66,172
Natural Gas Liquids (MBbls)		4,590		1,706			623		1,662		(73	)		(642	)		7,866
Total (MBOE)		25,063		4,444			3,024		6,849		(275	)		(3,300	)		35,805
Pro Forma
Oil (MBbls)		33,871		(1,777	)		2,602		10,001		(3,989	)		(4,191	)		36,517
Natural Gas (MMcf)		130,441		10,378			8,172		33,882		(11,406	)		(15,515	)		155,952
Natural Gas Liquids (MBbls)		11,611		1,553			961		3,743		(1,254	)		(1,483	)		15,131
Total (MBOE)		67,220		1,506			4,926		19,393		(7,144	)		(8,260	)		77,642

12

	Proved Developed and Undeveloped Reserves
	Developed as of December 31, 2020		Undeveloped as of December 31, 2020		Balance, December 31, 2020		Developed as of December 31, 2021		Undeveloped as of December 31, 2021		Balance, December 31, 2021
Kimmeridge Mineral Fund, LP
Oil (MBbls)		3,731		1,344		5,075		9,285		2,559		11,844
Natural Gas (MMcf)		19,505		3,897		23,402		40,747		5,596		46,343
Natural Gas Liquids (MBbls)		2,352		473		2,825		4,417		606		5,023
Total (MBOE)		9,334		2,467		11,800		20,494		4,098		24,592
Chambers Acquisition
Oil (MBbls)		596		179		775		—		—		—
Natural Gas (MMcf)		2,088		606		2,694		—		—		—
Natural Gas Liquids (MBbls)		253		73		326		—		—		—
Total (MBOE)		1,196		354		1,550		—		—		—
Rock Ridge Acquisition
Oil (MBbls)		1,469		2,095		3,564		—		—		—
Natural Gas (MMcf)		3,723		4,409		8,132		—		—		—
Natural Gas Liquids (MBbls)		599		726		1,325		—		—		—
Total (MBOE)		2,688		3,556		6,244		—		—		—
Source Acquisition
Oil (MBbls)		1,060		455		1,515		—		—		—
Natural Gas (MMcf)		3,244		789		4,033		—		—		—
Natural Gas Liquids (MBbls)		289		70		359		—		—		—
Total (MBOE)		1,890		656		2,546		—		—		—
Falcon Minerals Corporation
Oil (MBbls)		3,291		6,451		9,742		2,738		5,025		7,763
Natural Gas (MMcf)		19,755		28,781		48,536		19,098		24,339		43,437
Natural Gas Liquids (MBbls)		1,164		1,022		2,186		1,183		1,059		2,242
Total (MBOE)		7,747		12,270		20,017		7,104		10,141		17,245
Brigham Minerals, Inc.
Oil (MBbls)		9,403		3,797		13,200		13,148		3,762		16,910
Natural Gas (MMcf)		31,873		11,771		43,644		56,372		9,800		66,172
Natural Gas Liquids (MBbls)		3,426		1,164		4,590		6,367		1,499		7,866
Total (MBOE)		18,141		6,922		25,063		28,911		6,894		35,805
Pro Forma
Oil (MBbls)		19,550		14,321		33,871		25,171		11,346		36,517
Natural Gas (MMcf)		80,188		50,253		130,441		116,217		39,735		155,952
Natural Gas Liquids (MBbls)		8,083		3,528		11,611		11,967		3,164		15,131
Total (MBOE)		40,996		26,225		67,220		56,509		21,133		77,642

Standardized Measure of Discounted Future Cash Flows

The following pro forma standardized measure of the discounted net future cash flows and changes applicable to KMF’s proved reserves reflect the effect of income taxes assuming KMF’s standardized measure had been subject to federal and state income tax as a subchapter C corporation. The future cash flows are discounted at 10% per year and assume continuation of existing economic conditions.

The standardized measure of discounted future net cash flows, in management’s opinion, should be examined with caution. The basis for this table is the reserve studies audited by independent petroleum

13

engineering consultants, which contain imprecise estimates of quantities and rates of production of reserves. Revisions of previous year estimates can have a significant impact on these results. Also, estimates of new discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available. Therefore, the standardized measure of discounted future net cash flows is not necessarily indicative of the fair value of KMF’s proved oil and natural gas properties.

The data presented should not be viewed as representing the expected cash flows from or current value of existing proved reserves since the computations are based on a large number of estimates and assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.

The pro forma standardized measure of discounted estimated future net cash flows was as follows as of December 31, 2021 (in thousands):

	KIMMERIDGE MINERAL FUND, LP			FALCON MINERALS CORPORATION			BRIGHAM MINERALS, INC.			CORPORATE REORGANIZATION			PRO FORMA
Future oil and natural gas sales	$	1,068,652		$	708,450		$	1,512,784		$	—		$	3,289,886
Future production costs		(90,137	)		(51,256	)		(109,849	)		—			(251,242	)
Future income tax expense		(5,302	)		(42,787	)		(214,311	)		(35,505	)		(297,905	)
Future net cash flows		973,213			614,407			1,188,624			(35,505	)		2,740,739
10% annual discount		(437,910	)		(267,005	)		(549,768	)		15,542			(1,239,141	)
Standardized measure of discounted future net cash flows	$	535,303		$	347,402		$	638,856		$	(19,963	)	$	1,501,598

Pro forma income tax expense is calculated using the estimated statutory rate of 23%. The pro forma future income tax expense, as calculated, is lower than the statutory rate due to the tax basis related to the acquired properties.

The change in the pro forma standardized measure of discounted estimated future net cash flows were as follows for the year ended December 31, 2021 (in thousands):

	KIMMERIDGE MINERAL FUND, LP			CHAMBERS ACQUISITION			ROCK RIDGE ACQUISITION			SOURCE ACQUISITION			FALCON MINERALS CORPORATION			BRIGHAM MINERALS, INC.			CORPORATE REORGANIZATION			PRO FORMA
Balance at the beginning of the period	$	123,559		$	17,838		$	72,639		$	39,965		$	251,812		$	270,768		$	—		$	776,581
Net change in prices and production costs		119,993			12,877			35,964			28,437			186,943			268,687			—			652,901
Sales, net of production costs		(111,691	)		(3,858	)		(10,054	)		(18,437	)		(65,181	)		(140,561	)		—			(349,782	)
Extensions and discoveries		29,853			—			—			—			15,048			74,305			—			119,206
Acquisitions of reserves		326,192			—			—			—			1,026			151,547			—			478,765
Divestiture of reserves		—			(30,424	)		(68,318	)		(69,721	)		—			(2,375	)		—			(170,838	)
Revisions of previous quantity estimates		43,843			—			—			—			(29,572	)		106,664			—			120,935
Net change in income taxes		(2,205	)		—			—			—			(20,810	)		(87,960	)		(19,963	)		(130,938	)
Accretion of discount		12,426			1,784			7,264			3,997			25,553			23,763			—			74,787
Changes in timing and other		(6,667	)		1,783			(37,495	)		15,759			(17,417	)		(25,982	)		—			(70,019	)
Balance at the end of the period	$	535,303		$	—		$	—		$	—		$	347,402		$	638,856		$	(19,963	)	$	1,501,598

14

EX-99.7

Exhibit 99.7

CAWLEY, GILLESPIE & ASSOCIATES, INC.

PETROLEUM CONSULTANTS

13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1107 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817- 336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5008 713-651-9944

January 27, 2022

Mr. Hal Hogsett

Brigham Minerals, LLC

5914 W. Courtyard Dr., II Ste 200

Austin, Texas 78730

Re:	Audit Summary
	Brigham Minerals, LLC Interests Various Oil & Gas Properties in CO, WY, OK, MT, ND, TX and NM As of December 31, 2021 Pursuant to the Guidelines of the Securities and Exchange Commission for Reporting Corporate Reserves and Future Net Revenue

Dear Mr. Hogsett:

As requested, this letter was prepared on January 27, 2022 for Brigham Minerals, LLC (“Brigham”) for the purpose of submitting our audit of your total proved, probable and possible reserves and forecasts of economics attributable to the above-captioned interests. We audited 100% of Brigham reserves, which are made up of certain Anadarko, Delaware, Denver-Julesburg (“DJ”), Midland and Williston Basin oil and gas properties located in the following states: Colorado, Wyoming, Oklahoma, Montana, North Dakota, Texas and New Mexico. This audit, effective December 31, 2021 and completed January 27, 2022, was prepared for the purpose of public disclosure by Brigham Minerals, LLC in filings made with the U.S. Securities and Exchange Commission (“SEC”) in accordance with the disclosure requirements set forth in SEC regulations. This evaluation was prepared using constant prices and costs, and conforms to Item 1202(a)(8) of Regulation S-K and other rules of the Securities and Exchange Commission (SEC). A composite summary of the values prepared by Brigham by reserve category is presented below:

		Proved Developed Producing		Proved Developed Non-Prod		Proved Undeveloped		Total Proved		Probable Undeveloped		Possible Undeveloped
Net Reserves
Oil	- Mbbl		9,867.5		3,280.8		3,761.8		16,910.1		22,012.7		13,653.2
Gas	- MMcf		45,362.9		11,008.8		9,800.3		66,172.0		94,100.0		39,254.4
NGL	- Mbbl		4,857.0		1,510.1		1,499.2		7,866.3		10,697.8		5,800.0
MBOE/6	- Mbbl		22,285.0		6,625.7		6,894.4		35,805.1		48,393.8		25,995.6
Future Revenue
Oil	- M$		635,325.0		211,617.9		242,992.5		1,089,935.6		1,421,511.9		883,113.9
Gas	- M$		149,136.0		34,339.1		29,765.2		213,240.3		327,364.8		126,860.4
NGL	- M$		129,055.0		40,647.0		39,906.4		209,608.4		286,509.6		155,544.5
Severance Taxes	- M$		52,467.3		15,363.9		17,356.0		85,187.3		115,705.6		63,354.7
Ad Valorem Taxes	- M$		14,522.7		5,699.1		4,440.1		24,661.9		26,085.1		18,546.7
Operating Expenses	- M$		0.0		0.0		0.0		0.0		0.0		0.0
Investments	- M$		0.0		0.0		0.0		0.0		0.0		0.0
Future Net Cash Flow	- M$		846,526.2		265,541.1		290,867.9		1,402,935.3		1,893,595.5		1,083,617.5
Discounted @ 10% (Present Worth)	- M$		446,864.6		160,314.3		147,624.3		754,802.8		582,712.9		192,243.1

Brigham Minerals, LLC Interests

January 27, 2022

Page 2

Proved Developed (“PD”) reserves are the summation of the Proved Developed Producing (“PDP”) and Proved Developed Non-Producing (“PDNP”) reserve estimates. Proved Developed reserves were estimated at 13,148.3 Mbbl oil, 56,371.7 MMcf gas and 6,367.1 Mbbl NGLs (or 28,910.7 MBOE/6). Of the Proved Developed reserves, 22,285.0 MBOE/6 were attributed to producing zones in existing wells and 6,625.7 MBOE/6 were attributed to zones in existing wells not producing. Probable Undeveloped (“PROB”) and Possible Undeveloped (“POSS”) reserves and values are shown in the prior table and represent 100% of the Probable and Possible reserves reported herein, as no Probable Developed or Possible Developed reserves were audited in this report.

Future revenue was calculated prior to deducting state production taxes and ad valorem taxes; however, future net cash flow was calculated after deducting these taxes, future capital costs and operating expenses, but before federal income taxes. Future net cash flow has been discounted at an annual rate of ten (10) percent, in accordance with SEC guidelines, to determine its “present worth”. Present worth indicates the time value of money and should not be construed to represent an estimate of the fair market value of the properties.

The oil reserves include oil and condensate. Oil and natural gas liquid (NGL) volumes are expressed in barrels (42 U.S. gallons). Gas volumes are expressed in thousands of standard cubic feet (Mcf) at contract temperature and pressure base. BOE (barrels of oil equivalent) is expressed as oil and NGL volumes in barrels plus gas volumes in Mcf divided by six (6) to convert to barrels.

Hydrocarbon Pricing

The base SEC oil and gas prices calculated for December 31, 2021 were $66.56 per bbl and $3.64 per MMBtu respectively. As specified by the SEC, a company must use a 12-month average price, calculated as the unweighted arithmetic average of each first-day-of-the-month price within the 12-month period prior to the end of the reporting period. The base oil price is based upon WTI-Cushing spot prices (EIA) during 2021 and the base gas price is based upon Henry Hub spot prices (EIA) during 2021.

Adjustments to oil and gas prices were applied based upon calculations derived from regional averages or provided by Brigham. Oil price differentials may include adjustments for basis differential, transportation and/or crude quality corrections. Gas price differentials include adjustments for basis differential and the BTU heating value of the gas. Gas shrinkage includes compression and processing losses, flaring and contract allocations.

After these pricing adjustments, the net realized prices over the life of the proved properties was estimated to be $64.455 per bbl for oil, $3.223 per MCF for gas and $26.646 per bbl for NGLs. All economic factors were held constant in accordance with SEC guidelines.

Expenses, Taxes and Investments

Expenses: Routine lease operating expenses (“LOE”) were applied to all wells, and were derived from regional averages and operator assumptions. Although LOE is not paid by the mineral owner, it was applied in this evaluation to assist in proper economic limit determinations. Different LOE averages were applied to vertical and horizontal wells, although the vertical wells were not evaluated for this report. Expenses were not escalated in this report, as per SEC guidelines.

Taxes: Oil and gas severance taxes were applied based on the respective state guidelines. No ad valorem taxes are assessed by Oklahoma, New Mexico, North Dakota or Montana.

Investments: Drilling and completion investments (“future development costs”) were estimated by lateral length, based on the drilling unit acreage for each basin. Future development costs are not paid by the mineral owner and therefore not included in this evaluation. However, future development costs were used to assist in proper commerciality determinations of each new drill. Wells that did not meet minimum economic requirements were dropped from the analysis. Investments were not escalated in this report as per SEC guidelines.

Brigham Minerals, LLC Interests

January 27, 2022

Page 3

Reserve Estimation Methods

The methods employed in estimating reserves are industry standards and appropriate for this analysis. Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a relatively high degree of accuracy. Monthly production data from the various state commission web sites and other public data outlets were used in this evaluation, with data typically updated through October 2021.

Non-producing reserve estimates, for both developed and undeveloped properties, were forecast using either volumetric or analogy methods, or a combination of both. These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and undeveloped reserves for Brigham’s properties, due to the mature nature of their properties targeted for development and an abundance of subsurface control data. The assumptions, data, methods and procedures used herein are appropriate for the purpose served by this report.

New drills on the Brigham acreage include planned (AFE’d) drills, wells currently drilling, permitted wells and/or wells expected to be drilled based on operator information or regional activity. For each new drill, a reserve category of PDNP, PUD, PROB, or POSS was assigned based upon the proximity to production and geologic control. Reserves for each location were assigned based on offset analogy to production, with preference given to modern completions.

The drill schedules for each basin were determined based on spud and completion rates, proximity to drilling rig activity, well status, well reserve category, and gross estimated reserves within each basin. First, known completed locations were developed in chronological order based on state filings or publicly sourced completion data. The development schedule for these locations begins before the effective date of this report to more appropriately estimate the turn-in-line rate of these locations due to production data lag. Second, spud locations with unknown completion status were scheduled based on the historical spud to completion time within each basin. Third, permitted locations, without development data, were scheduled in chronological order by filing date. Last, undeveloped wells were scheduled in order of decreasing gross estimated reserves, with PUD properties scheduled first, followed by PROB and then POSS properties. The drill schedules applied for each basin were found to be reasonable and appropriate for the purposes of this report

SEC Conformance and Regulations

The reserve classifications and the economic considerations used herein conform to the criteria of the SEC. The reserves and economics are predicated on regulatory agency classifications, rules, policies, laws, taxes and royalties currently in effect except as noted herein. The possible effects of changes in legislation or other Federal or State restrictive actions which could affect the reserves and economics have not been considered. However, we do not anticipate nor are we aware of any legislative changes or restrictive regulatory actions that may impact the recovery of reserves.

This audit includes 997 commercial proved undeveloped locations, targeting various productive reservoir in the seven (7) state outlined previously. Each of these drilling locations proposed as part of Brigham’s development plans conforms to the proved undeveloped standards as set forth by the SEC. In our opinion, the operators of these drills have indicated they have reasonably certain intent to complete this development plan within the next five (5) years. Furthermore, Brigham and the other operators have demonstrated through their actions that they have the proper company staffing, financial backing and prior development success to ensure this development plan will be fully executed.

Brigham Minerals, LLC Interests

January 27, 2022

Page 4

General Discussion

The estimates and forecasts were based upon interpretations of data furnished by your office and available from our files. To some extent information from public records has been used to check and/or supplement these data. The basic engineering and geological data were subject to third party reservations and qualifications. Nothing has come to our attention, however, that would cause us to believe that we are not justified in relying on such data. All estimates represent our best judgment based on the data available at the time of preparation. Due to inherent uncertainties in future production rates, commodity prices and geologic conditions, it should be realized that the reserve estimates, the reserves actually recovered, the revenue derived therefrom and the actual cost incurred could be more or less than the estimated amounts.

An on-site field inspection of the properties has not been performed. The mechanical operation or condition of the wells and their related facilities have not been examined nor have the wells been tested by Cawley, Gillespie & Associates, Inc. Possible environmental liability related to the properties has not been investigated nor considered. The cost of plugging and the salvage value of equipment at abandonment have not been included in this evaluation.

Conclusion

It should be understood that our audit and the development of our reserves forecasts do not constitute a complete reserve study of the oil and gas properties of Brigham. Furthermore, if in the course of our examination something came to our attention which brought into question the validity or sufficiency of any of such information or data, we did not rely on such information or data until we had satisfactorily resolved our questions relating thereto or independently verified such information or data.

Please be advised that, based upon the foregoing, in our opinion the above-described estimates of Brigham’s Total Proved, Probable and Possible reserves and discounted cash flows are, in the aggregate and independently, reasonable within (+ or -) 5%, which supersedes the established audit tolerance guidelines of (+ or –) 10%. Also, these estimates have been prepared in accordance with generally accepted petroleum engineering and evaluation principles as set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers and as mandated by the SEC.

Cawley, Gillespie & Associates, Inc. is a Texas Registered Engineering Firm (F-693), made up of independent registered professional engineers and geologists that have provided petroleum consulting services to the oil and gas industry for over 60 years. This evaluation was supervised by W. Todd Brooker, President at Cawley, Gillespie & Associates, Inc. and a State of Texas Licensed Professional Engineer (License #83462). We do not own an interest in the properties or Brigham Minerals, LLC and are not employed on a contingent basis. We have used all methods and procedures that we consider necessary under the circumstances to prepare this report. Our work-papers and related data utilized in the preparation of these estimates are available in our office.

Yours very truly,
CAWLEY, GILLESPIE & ASSOCIATES, INC.
TEXAS REGISTERED ENGINEERING FIRM F-693
W. Todd Brooker, P. E. President

Table I - TP

Composite Reserve Estimates and Economic Forecasts

Brigham Minerals, LLC Interests

Various Properties in CO, WY, OK, MT, ND, TX and NM

Total Proved Reserves

As of December 31, 2021

(1)	(2)		(3)		(4)		(5)		(6)		(7)		(8)		(9)		(10)
	Gross Oil		Gross Gas		Gross NGL		Net Oil		Net Gas		Net NGL		Avg Oil		Avg Gas		Avg NGL
End	Production		Production		Production		Production		Sales		Production		Price		Price		Price
Mo-Year	MBBLS		MMCF		MBBLS		MBBLS		MMCF		MBBLS		$/BBL		$/MCF		$/BBL
12-2022		296,390.5		1,386,125.2		115,156.6		2,037.738		7,193.954		809.564		64.318		3.243		26.642
12-2023		247,960.8		1,211,278.6		104,027.7		1,734.367		6,624.526		776.385		64.304		3.229		26.605
12-2024		220,281.4		1,078,348.6		94,622.0		1,559.206		5,919.959		715.816		64.371		3.210		26.647
12-2025		186,477.5		914,506.4		79,811.7		1,315.882		4,932.990		594.480		64.428		3.206		26.651
12-2026		144,935.3		761,438.3		65,864.6		1,015.971		4,056.879		481.471		64.435		3.217		26.636
12-2027		121,584.9		659,094.5		56,739.3		853.971		3,497.036		411.841		64.448		3.223		26.637
12-2028		105,978.3		583,782.2		50,131.6		745.140		3,089.920		362.417		64.458		3.225		26.639
12-2029		94,376.0		525,353.4		45,073.1		664.303		2,773.163		324.759		64.467		3.227		26.639
12-2030		85,223.8		477,481.6		40,963.1		600.737		2,516.498		294.520		64.476		3.228		26.640
12-2031		77,704.1		436,841.4		37,496.4		548.507		2,301.309		269.345		64.483		3.228		26.641
12-2032		71,317.1		401,623.4		34,513.2		504.027		2,113.964		247.622		64.491		3.228		26.642
12-2033		65,747.2		370,233.4		31,855.7		465.190		1,946.440		228.409		64.497		3.228		26.642
12-2034		60,758.4		341,554.2		29,473.1		430.424		1,795.329		211.323		64.503		3.227		26.643
12-2035		56,198.4		314,931.4		27,253.7		398.539		1,654.803		195.368		64.509		3.225		26.643
12-2036		51,998.7		290,607.1		25,220.5		369.195		1,527.508		180.718		64.514		3.225		26.645
12-2037		48,122.3		268,168.7		23,330.9		342.283		1,410.435		167.263		64.519		3.224		26.646
12-2038		44,506.7		247,301.5		21,586.4		317.356		1,302.037		154.931		64.524		3.223		26.646
12-2039		41,135.5		227,992.9		19,960.0		293.658		1,200.268		143.203		64.530		3.223		26.648
12-2040		37,928.6		209,813.2		18,424.2		271.304		1,104.158		132.162		64.539		3.224		26.653
S Tot		2,058,625.8		10,706,475.0		921,503.9		14,467.798		56,961.176		6,701.600		64.420		3.224		26.639
After		328,969.5		1,725,295.9		157,824.6		2,442.287		9,210.841		1,164.736		64.660		3.212		26.691
Total		2,387,595.2		12,431,771.0		1,079,328.5		16,910.084		66,172.016		7,866.336		64.455		3.223		26.646
Cum		1,721,038.6		6,793,171.5		0.0
Ult		4,108,634.0		19,224,946.0		1,079,328.5
(11)	(12)		(13)		(14)		(15)		(16)		(17)		(18)		(19)		(20)
	Oil		Gas		NGL		Hedge		Other		Total		Production		Ad Valorem
End	Revenue		Revenue		Revenue		Revenue		Revenue		Revenue		Taxes		Taxes		$/BOE6
Mo-Year	M$		M$		M$		M$		M$		M$		M$		M$
12-2022		131,062.820		23,332.113		21,568.174		0.000		0.120		175,963.234		9,563.984		3,158.899		0.000
12-2023		111,527.109		21,389.889		20,655.891		0.000		0.000		153,572.578		8,395.037		2,853.601		0.000
12-2024		100,368.242		19,000.461		19,074.121		0.000		0.000		138,442.828		7,654.016		2,484.032		0.000
12-2025		84,779.273		15,813.853		15,843.716		0.000		0.000		116,436.758		6,570.254		1,959.800		0.000
12-2026		65,464.277		13,051.903		12,824.488		0.000		0.181		91,340.852		5,189.916		1,519.623		0.000
12-2027		55,036.391		11,269.839		10,970.197		0.000		0.000		77,276.320		4,400.383		1,271.499		0.000
12-2028		48,030.043		9,965.996		9,654.275		0.000		0.000		67,650.219		3,857.841		1,101.542		0.000
12-2029		42,825.574		8,948.996		8,651.421		0.000		0.155		60,426.148		3,449.530		973.836		0.000
12-2030		38,732.930		8,123.028		7,846.014		0.000		0.000		54,701.871		3,125.243		873.511		0.000
12-2031		35,369.395		7,429.145		7,175.570		0.000		0.000		49,974.066		2,856.784		791.562		0.000
12-2032		32,504.961		6,824.622		6,597.087		0.000		0.000		45,926.613		2,626.493		721.677		0.000
12-2033		30,003.574		6,283.025		6,085.312		0.000		0.000		42,371.820		2,423.754		661.091		0.000
12-2034		27,763.635		5,793.164		5,630.323		0.000		0.000		39,187.148		2,241.745		608.206		0.000
12-2035		25,709.285		5,336.985		5,205.278		0.000		0.000		36,251.531		2,073.914		559.337		0.000
12-2036		23,818.406		4,925.493		4,815.168		0.000		0.036		33,559.105		1,920.052		514.627		0.000
12-2037		22,083.848		4,546.578		4,456.836		0.000		0.000		31,087.275		1,778.584		474.424		0.000
12-2038		20,476.938		4,196.251		4,128.351		0.000		0.088		28,801.629		1,647.877		437.438		0.000
12-2039		18,949.682		3,868.247		3,816.068		0.000		0.000		26,633.984		1,523.981		402.217		0.000
12-2040		17,509.842		3,559.593		3,522.461		0.000		0.000		24,591.871		1,406.814		368.816		0.000
S Tot		932,016.312		183,659.188		178,520.750		0.000		0.000		1,294,196.000		72,706.203		21,735.740		0.000
After		157,919.266		29,581.094		31,087.641		0.000		0.000		218,587.953		12,481.050		2,926.184		0.000
Total		1,089,935.625		213,240.266		209,608.391		0.000		0.000		1,512,783.875		85,187.250		24,661.924		0.000
(21)	(22)		(23)    (24)		(25)		(26)		(27)		(28)		(29)		(30)		(31)
	Operating		Wells		Workover		3rd Party		Other				Future Net		Cumulative		Cum.Cash Flow
End	Expense		Gross     Net		Expense		COPAS		Deductions		Investment		Cash Flow		Cash Flow		Disc.@ 10.0%
Mo-Year	M$		Count		M$		M$		M$		M$		M$		M$		M$
12-2022		0.000		9279         0.0		0.000		0.000		0.000		0.000		163,240.031		163,240.031		155,676.766
12-2023		0.000		9580         0.0		0.000		0.000		0.000		0.000		142,324.016		305,564.031		279,203.312
12-2024		0.000		9947         0.0		0.000		0.000		0.000		0.000		128,305.023		433,869.062		380,416.250
12-2025		0.000		10040         0.0		0.000		0.000		0.000		0.000		107,906.789		541,775.875		457,926.531
12-2026		0.000		9971         0.0		0.000		0.000		0.000		0.000		84,631.281		626,407.188		513,144.094
12-2027		0.000		9906         0.0		0.000		0.000		0.000		0.000		71,604.633		698,011.750		555,600.750
12-2028		0.000		9826         0.0		0.000		0.000		0.000		0.000		62,691.004		760,702.812		589,386.250
12-2029		0.000		9726         0.0		0.000		0.000		0.000		0.000		56,002.703		816,705.500		616,820.125
12-2030		0.000		9620         0.0		0.000		0.000		0.000		0.000		50,703.129		867,408.562		639,397.938
12-2031		0.000		9497         0.0		0.000		0.000		0.000		0.000		46,325.730		913,734.312		658,150.125
12-2032		0.000		9380         0.0		0.000		0.000		0.000		0.000		42,578.402		956,312.750		673,818.000
12-2033		0.000		9244         0.0		0.000		0.000		0.000		0.000		39,287.070		995,599.875		686,960.062
12-2034		0.000		9127         0.0		0.000		0.000		0.000		0.000		36,337.273		1,031,937.125		698,010.438
12-2035		0.000		8950         0.0		0.000		0.000		0.000		0.000		33,618.242		1,065,555.375		707,304.375
12-2036		0.000		8787         0.0		0.000		0.000		0.000		0.000		31,124.393		1,096,679.750		715,126.750
12-2037		0.000		8615         0.0		0.000		0.000		0.000		0.000		28,834.305		1,125,514.125		721,714.562
12-2038		0.000		8443         0.0		0.000		0.000		0.000		0.000		26,716.312		1,152,230.375		727,263.688
12-2039		0.000		8262         0.0		0.000		0.000		0.000		0.000		24,707.719		1,176,938.125		731,929.125
12-2040		0.000		8052         0.0		0.000		0.000		0.000		0.000		22,816.293		1,199,754.375		735,845.812
S Tot		0.000				0.000		0.000		0.000		0.000		1,199,754.375		1,199,754.375		735,845.812
After		0.000				0.000		0.000		0.000		0.000		203,180.609		1,402,935.250		754,802.750
Total		0.000				0.000		0.000		0.000		0.000		1,402,935.000		1,402,935.250		754,802.750

SEC Pricing (Dec 31, 2021)
Year	WTI Cushing Oil $/STB			Henry Hub Gas $/MMBTU			Percent		Cum. Disc.
2022		66.56			3.64			8.00		826,535.125
Thereafter		0.0	%		0.0	%		10.00		754,803.500
Cap		66.56			3.64			12.50		683,303.438
								15.00		626,187.375
								17.50		579,422.250
								20.00		540,350.375

12 Months in first year 89.000 Year Life (01/2111)

01/27/2022 09:45:01

Summary

Table I - PDP

Composite Reserve Estimates and Economic Forecasts

Brigham Minerals, LLC Interests

Various Properties in CO, WY, OK, MT, ND, TX and NM

Proved Developed Producing Reserves

As of December 31, 2021

(1)	(2)		(3)		(4)		(5)		(6)		(7)		(8)		(9)		(10)
	Gross Oil		Gross Gas		Gross NGL		Net Oil		Net Gas		Net NGL		Avg Oil		Avg Gas		Avg NGL
End	Production		Production		Production		Production		Sales		Production		Price		Price		Price
Mo-Year	MBBLS		MMCF		MBBLS		MBBLS		MMCF		MBBLS		$/BBL		$/MCF		$/BBL
12-2022		214,551.0		1,156,553.6		92,876.4		1,300.885		5,461.771		572.941		64.247		3.285		26.547
12-2023		149,647.2		883,817.2		70,957.6		932.358		4,227.639		442.763		64.289		3.287		26.551
12-2024		119,221.4		730,182.0		58,661.8		751.931		3,518.143		368.235		64.312		3.289		26.555
12-2025		100,266.1		626,523.2		50,397.7		637.109		3,032.294		317.545		64.328		3.290		26.558
12-2026		87,009.6		550,629.1		44,341.6		555.719		2,671.984		280.045		64.341		3.291		26.561
12-2027		77,103.6		492,024.9		39,669.3		494.439		2,391.436		250.936		64.353		3.291		26.564
12-2028		69,329.5		444,127.9		35,858.6		446.095		2,162.191		227.265		64.364		3.290		26.566
12-2029		62,980.1		404,681.2		32,736.4		406.510		1,970.039		207.633		64.375		3.290		26.567
12-2030		57,644.5		370,870.2		30,060.6		373.221		1,806.219		190.820		64.384		3.290		26.568
12-2031		53,040.8		341,118.3		27,704.6		344.295		1,663.165		176.081		64.393		3.289		26.568
12-2032		48,965.2		314,616.2		25,610.6		318.383		1,533.702		162.736		64.401		3.289		26.569
12-2033		45,282.4		290,428.8		23,688.3		294.782		1,414.191		150.479		64.408		3.288		26.569
12-2034		41,886.6		267,922.4		21,935.5		272.970		1,304.375		139.385		64.413		3.287		26.569
12-2035		38,720.6		246,747.3		20,272.7		252.529		1,200.465		128.758		64.419		3.286		26.569
12-2036		35,775.5		227,342.6		18,742.5		233.571		1,106.247		118.935		64.426		3.285		26.570
12-2037		33,046.7		209,408.1		17,313.9		216.221		1,019.375		109.895		64.433		3.284		26.571
12-2038		30,488.9		192,688.3		15,993.9		200.135		938.687		101.623		64.439		3.284		26.572
12-2039		28,099.5		177,215.6		14,760.4		184.647		862.464		93.641		64.448		3.285		26.573
12-2040		25,807.4		162,611.0		13,590.5		169.942		790.110		86.082		64.462		3.287		26.580
S Tot		1,318,866.8		8,089,508.5		655,172.9		8,385.742		39,074.508		4,125.797		64.346		3.288		26.561
After		214,249.9		1,280,881.6		111,965.7		1,481.778		6,288.370		731.209		64.610		3.285		26.625
Total		1,533,116.5		9,370,391.0		767,138.6		9,867.520		45,362.879		4,857.006		64.385		3.288		26.571
Cum		1,719,678.5		6,790,699.0		0.0
Ult		3,252,795.0		16,161,093.0		767,138.6
(11)	(12)		(13)		(14)		(15)		(16)		(17)		(18)		(19)		(20)
	Oil		Gas		NGL		Hedge		Other		Total		Production		Ad Valorem
End	Revenue		Revenue		Revenue		Revenue		Revenue		Revenue		Taxes		Taxes		$/BOE6
Mo-Year	M$		M$		M$		M$		M$		M$		M$		M$
12-2022		83,577.680		17,940.154		15,209.920		0.000		0.000		116,727.758		6,426.618		2,039.000		0.000
12-2023		59,940.684		13,896.896		11,755.702		0.000		0.000		85,593.133		4,712.574		1,468.926		0.000
12-2024		48,357.891		11,572.144		9,778.476		0.000		0.000		69,708.445		3,923.525		1,180.926		0.000
12-2025		40,983.781		9,977.416		8,433.516		0.000		0.000		59,394.641		3,457.179		995.229		0.000
12-2026		35,755.613		8,793.326		7,438.321		0.000		0.000		51,987.273		3,028.147		862.077		0.000
12-2027		31,818.816		7,870.300		6,665.796		0.000		0.000		46,354.914		2,701.621		761.010		0.000
12-2028		28,712.469		7,114.573		6,037.535		0.000		0.000		41,864.480		2,440.912		681.037		0.000
12-2029		26,169.100		6,481.696		5,516.215		0.000		0.088		38,167.102		2,226.018		614.933		0.000
12-2030		24,029.566		5,941.934		5,069.666		0.000		0.000		35,041.184		2,044.248		559.700		0.000
12-2031		22,170.082		5,470.399		4,678.208		0.000		0.000		32,318.699		1,885.793		512.297		0.000
12-2032		20,504.096		5,044.270		4,323.734		0.000		0.000		29,872.082		1,743.358		469.790		0.000
12-2033		18,986.248		4,650.566		3,998.006		0.000		0.000		27,634.777		1,612.974		431.532		0.000
12-2034		17,582.883		4,287.799		3,703.358		0.000		0.000		25,574.018		1,492.780		397.434		0.000
12-2035		16,267.765		3,944.197		3,420.937		0.000		0.000		23,632.918		1,379.664		364.860		0.000
12-2036		15,048.087		3,634.313		3,160.088		0.000		0.000		21,842.504		1,275.435		334.604		0.000
12-2037		13,931.710		3,348.079		2,920.054		0.000		0.000		20,199.855		1,179.575		307.442		0.000
12-2038		12,896.531		3,082.733		2,700.301		0.000		0.000		18,679.584		1,090.970		282.311		0.000
12-2039		11,900.104		2,833.053		2,488.360		0.000		0.000		17,221.508		1,006.108		258.002		0.000
12-2040		10,954.871		2,597.198		2,288.053		0.000		0.000		15,840.127		925.285		234.793		0.000
S Tot		539,587.938		128,481.070		109,586.258		0.000		0.000		777,654.938		44,552.785		12,755.903		0.000
After		95,737.047		20,654.982		19,468.773		0.000		0.000		135,860.812		7,914.559		1,766.833		0.000
Total		635,325.000		149,136.047		129,055.031		0.000		0.000		913,515.688		52,467.344		14,522.736		0.000
(21)	(22)		(23)    (24)		(25)		(26)		(27)		(28)		(29)		(30)		(31)
	Operating		Wells		Workover		3rd Party		Other				Future Net		Cumulative		Cum.Cash Flow
End	Expense		Gross     Net		Expense		COPAS		Deductions		Investment		Cash Flow		Cash Flow		Disc.@ 10.0%
Mo-Year	M$		Count		M$		M$		M$		M$		M$		M$		M$
12-2022		0.000		8409         0.0		0.000		0.000		0.000		0.000		108,261.961		108,261.961		103,595.031
12-2023		0.000		8380         0.0		0.000		0.000		0.000		0.000		79,411.820		187,673.797		172,582.547
12-2024		0.000		8342         0.0		0.000		0.000		0.000		0.000		64,604.023		252,277.828		223,581.891
12-2025		0.000		8286         0.0		0.000		0.000		0.000		0.000		54,942.328		307,220.156		262,999.500
12-2026		0.000		8213         0.0		0.000		0.000		0.000		0.000		48,097.102		355,317.250		294,363.625
12-2027		0.000		8148         0.0		0.000		0.000		0.000		0.000		42,892.301		398,209.531		319,788.062
12-2028		0.000		8068         0.0		0.000		0.000		0.000		0.000		38,742.613		436,952.156		340,663.219
12-2029		0.000		7968         0.0		0.000		0.000		0.000		0.000		35,326.090		472,278.250		357,966.062
12-2030		0.000		7862         0.0		0.000		0.000		0.000		0.000		32,437.229		504,715.469		372,408.906
12-2031		0.000		7739         0.0		0.000		0.000		0.000		0.000		29,920.602		534,636.062		384,519.719
12-2032		0.000		7622         0.0		0.000		0.000		0.000		0.000		27,658.957		562,295.062		394,697.219
12-2033		0.000		7486         0.0		0.000		0.000		0.000		0.000		25,590.318		587,885.375		403,257.406
12-2034		0.000		7369         0.0		0.000		0.000		0.000		0.000		23,683.840		611,569.188		410,459.844
12-2035		0.000		7192         0.0		0.000		0.000		0.000		0.000		21,888.398		633,457.625		416,511.062
12-2036		0.000		7029         0.0		0.000		0.000		0.000		0.000		20,232.484		653,690.125		421,596.062
12-2037		0.000		6857         0.0		0.000		0.000		0.000		0.000		18,712.850		672,402.938		425,871.500
12-2038		0.000		6686         0.0		0.000		0.000		0.000		0.000		17,306.287		689,709.250		429,466.219
12-2039		0.000		6505         0.0		0.000		0.000		0.000		0.000		15,957.408		705,666.688		432,479.469
12-2040		0.000		6296         0.0		0.000		0.000		0.000		0.000		14,680.060		720,346.750		434,999.531
S Tot		0.000				0.000		0.000		0.000		0.000		720,346.750		720,346.750		434,999.531
After		0.000				0.000		0.000		0.000		0.000		126,179.391		846,526.188		446,864.625
Total		0.000				0.000		0.000		0.000		0.000		846,526.125		846,526.188		446,864.625

SEC Pricing (Dec 31, 2021)
Year	WTI Cushing Oil $/STB			Henry Hub Gas $/MMBTU			Percent		Cum. Disc.
2022		66.56			3.64			8.00		490,536.062
Thereafter		0.0	%		0.0	%		10.00		446,865.250
Cap		66.56			3.64			12.50		403,627.062
								15.00		369,350.656
								17.50		341,496.969
								20.00		318,391.906

12 Months in first year 89.000 Year Life (01/2111)

01/26/2022 03:00:47

Summary

Table I - PDNP

Composite Reserve Estimates and Economic Forecasts

Brigham Minerals, LLC Interests

Various Properties in CO, WY, OK, MT, ND, TX and NM

Proved Developed Non-Producing Reserves

As of December 31, 2021

(1)	(2)		(3)		(4)		(5)		(6)		(7)		(8)		(9)		(10)
	Gross Oil		Gross Gas		Gross NGL		Net Oil		Net Gas		Net NGL		Avg Oil		Avg Gas		Avg NGL
End	Production		Production		Production		Production		Sales		Production		Price		Price		Price
Mo-Year	MBBLS		MMCF		MBBLS		MBBLS		MMCF		MBBLS		$/BBL		$/MCF		$/BBL
12-2022		68,825.7		197,089.5		19,623.3		669.444		1,608.953		222.237		64.483		3.112		26.927
12-2023		58,388.5		219,427.3		21,987.0		493.528		1,719.109		231.641		64.264		3.144		26.857
12-2024		33,661.4		142,030.8		14,272.1		291.098		1,101.540		149.402		64.372		3.140		26.871
12-2025		23,776.7		102,100.5		10,258.6		208.221		787.225		107.336		64.455		3.132		26.891
12-2026		18,655.2		80,362.9		8,075.4		164.521		617.034		84.431		64.499		3.126		26.903
12-2027		15,454.4		66,556.8		6,689.0		136.941		509.392		69.887		64.528		3.122		26.913
12-2028		13,246.6		56,962.7		5,725.7		117.792		434.859		59.785		64.551		3.118		26.921
12-2029		11,624.4		49,888.6		5,015.3		103.653		380.069		52.342		64.568		3.115		26.927
12-2030		10,378.3		44,446.9		4,468.8		92.752		338.032		46.619		64.583		3.112		26.933
12-2031		9,389.1		40,125.2		4,034.8		84.071		304.721		42.077		64.595		3.110		26.937
12-2032		8,583.3		36,601.0		3,680.8		76.981		277.600		38.372		64.606		3.108		26.942
12-2033		7,908.6		33,630.7		3,382.3		71.029		254.726		35.238		64.615		3.106		26.945
12-2034		7,320.5		31,036.6		3,121.3		65.799		234.747		32.494		64.622		3.105		26.947
12-2035		6,791.7		28,721.6		2,888.4		61.058		216.945		30.042		64.626		3.104		26.949
12-2036		6,309.8		26,625.9		2,677.6		56.721		200.909		27.829		64.629		3.103		26.950
12-2037		5,866.0		24,713.5		2,485.3		52.729		186.355		25.817		64.630		3.103		26.950
12-2038		5,455.1		22,961.0		2,309.0		49.034		173.082		23.981		64.630		3.103		26.951
12-2039		5,072.8		21,344.6		2,146.5		45.601		160.903		22.294		64.630		3.103		26.951
12-2040		4,715.5		19,831.4		1,994.3		42.391		149.551		20.722		64.631		3.103		26.951
S Tot		321,423.8		1,244,457.5		124,835.5		2,883.365		9,655.752		1,322.546		64.473		3.123		26.907
After		43,985.7		181,991.9		18,337.6		397.409		1,353.074		187.582		64.716		3.093		26.978
Total		365,409.4		1,426,449.4		143,173.1		3,280.774		11,008.826		1,510.128		64.502		3.119		26.916
Cum		1,359.9		2,472.4		0.0
Ult		366,769.3		1,428,921.6		143,173.1
(11)	(12)		(13)		(14)		(15)		(16)		(17)		(18)		(19)		(20)
	Oil		Gas		NGL		Hedge		Other		Total		Production		Ad Valorem
End	Revenue		Revenue		Revenue		Revenue		Revenue		Revenue		Taxes		Taxes		$/BOE6
Mo-Year	M$		M$		M$		M$		M$		M$		M$		M$
12-2022		43,167.801		5,007.461		5,984.162		0.000		0.033		54,159.457		2,831.681		1,066.291		0.000
12-2023		31,716.236		5,405.699		6,221.147		0.000		0.000		43,343.074		2,291.084		1,029.882		0.000
12-2024		18,738.457		3,458.953		4,014.610		0.000		0.000		26,212.014		1,390.842		590.753		0.000
12-2025		13,420.788		2,465.597		2,886.332		0.000		0.000		18,772.703		1,007.158		397.527		0.000
12-2026		10,611.397		1,929.005		2,271.499		0.000		0.000		14,811.889		801.701		301.902		0.000
12-2027		8,836.610		1,590.204		1,880.871		0.000		0.000		12,307.686		667.279		243.973		0.000
12-2028		7,603.534		1,355.926		1,609.470		0.000		0.000		10,568.928		573.610		204.967		0.000
12-2029		6,692.703		1,183.901		1,409.418		0.000		0.000		9,286.014		504.399		176.869		0.000
12-2030		5,990.192		1,052.040		1,255.579		0.000		0.000		8,297.806		451.027		155.650		0.000
12-2031		5,430.608		947.642		1,133.444		0.000		0.000		7,511.688		408.530		139.052		0.000
12-2032		4,973.466		862.712		1,033.790		0.000		0.000		6,869.964		373.804		125.703		0.000
12-2033		4,589.532		791.181		949.481		0.000		0.000		6,330.192		344.539		114.671		0.000
12-2034		4,252.081		728.817		875.618		0.000		0.000		5,856.514		318.823		105.252		0.000
12-2035		3,945.970		673.352		809.590		0.000		0.000		5,428.912		295.598		97.018		0.000
12-2036		3,665.829		623.463		749.979		0.000		0.000		5,039.269		274.420		89.727		0.000
12-2037		3,407.845		578.230		695.782		0.000		0.000		4,681.854		254.977		83.199		0.000
12-2038		3,169.083		537.017		646.291		0.000		0.000		4,352.389		237.042		77.283		0.000
12-2039		2,947.159		499.220		600.831		0.000		0.000		4,047.212		220.423		71.846		0.000
12-2040		2,739.730		463.986		558.465		0.000		0.000		3,762.176		204.907		66.726		0.000
S Tot		185,899.016		30,154.408		35,586.359		0.000		0.000		251,639.750		13,451.845		5,138.293		0.000
After		25,718.852		4,184.722		5,060.653		0.000		0.000		34,964.227		1,912.065		560.781		0.000
Total		211,617.859		34,339.129		40,647.012		0.000		0.000		286,603.969		15,363.910		5,699.074		0.000
(21)	(22)		(23)    (24)		(25)		(26)		(27)		(28)		(29)		(30)		(31)
	Operating		Wells		Workover		3rd Party		Other				Future Net		Cumulative		Cum.Cash Flow
End	Expense		Gross     Net		Expense		COPAS		Deductions		Investment		Cash Flow		Cash Flow		Disc.@ 10.0%
Mo-Year	M$		Count		M$		M$		M$		M$		M$		M$		M$
12-2022		0.000		689         0.0		0.000		0.000		0.000		0.000		50,261.441		50,261.441		47,689.551
12-2023		0.000		761         0.0		0.000		0.000		0.000		0.000		40,022.117		90,283.555		82,546.297
12-2024		0.000		761         0.0		0.000		0.000		0.000		0.000		24,230.408		114,513.961		101,707.688
12-2025		0.000		761         0.0		0.000		0.000		0.000		0.000		17,368.033		131,881.984		114,180.602
12-2026		0.000		761         0.0		0.000		0.000		0.000		0.000		13,708.299		145,590.281		123,125.633
12-2027		0.000		761         0.0		0.000		0.000		0.000		0.000		11,396.424		156,986.719		129,883.961
12-2028		0.000		761         0.0		0.000		0.000		0.000		0.000		9,790.357		166,777.078		135,160.922
12-2029		0.000		761         0.0		0.000		0.000		0.000		0.000		8,604.751		175,381.828		139,376.594
12-2030		0.000		761         0.0		0.000		0.000		0.000		0.000		7,691.132		183,072.953		142,801.719
12-2031		0.000		761         0.0		0.000		0.000		0.000		0.000		6,964.110		190,037.078		145,620.859
12-2032		0.000		761         0.0		0.000		0.000		0.000		0.000		6,370.460		196,407.531		147,965.109
12-2033		0.000		761         0.0		0.000		0.000		0.000		0.000		5,870.980		202,278.516		149,929.047
12-2034		0.000		761         0.0		0.000		0.000		0.000		0.000		5,432.443		207,710.953		151,581.047
12-2035		0.000		761         0.0		0.000		0.000		0.000		0.000		5,036.299		212,747.266		152,973.328
12-2036		0.000		761         0.0		0.000		0.000		0.000		0.000		4,675.119		217,422.391		154,148.266
12-2037		0.000		761         0.0		0.000		0.000		0.000		0.000		4,343.680		221,766.062		155,140.672
12-2038		0.000		761         0.0		0.000		0.000		0.000		0.000		4,038.064		225,804.125		155,979.375
12-2039		0.000		761         0.0		0.000		0.000		0.000		0.000		3,754.939		229,559.078		156,688.375
12-2040		0.000		760         0.0		0.000		0.000		0.000		0.000		3,490.547		233,049.609		157,287.531
S Tot		0.000				0.000		0.000		0.000		0.000		233,049.609		233,049.609		157,287.531
After		0.000				0.000		0.000		0.000		0.000		32,491.381		265,541.062		160,314.312
Total		0.000				0.000		0.000		0.000		0.000		265,541.000		265,541.062		160,314.312

SEC Pricing (Dec 31, 2021)
Year	WTI Cushing Oil $/STB			Henry Hub Gas $/MMBTU			Percent		Cum. Disc.
2022		66.56			3.64			8.00		172,263.547
Thereafter		0.0	%		0.0	%		10.00		160,314.391
Cap		66.56			3.64			12.50		148,243.125
								15.00		138,448.531
								17.50		130,300.461
								20.00		123,383.992

12 Months in first year 47.417 Year Life (06/2069)

01/26/2022 03:01:57

Summary

Table I - PUD

Composite Reserve Estimates and Economic Forecasts

Brigham Minerals, LLC Interests

Various Properties in CO, WY, OK, MT, ND, TX and NM

Proved Undeveloped Reserves

As of December 31, 2021

(1)	(2)		(3)		(4)		(5)		(6)		(7)		(8)		(9)		(10)
	Gross Oil		Gross Gas		Gross NGL		Net Oil		Net Gas		Net NGL		Avg Oil		Avg Gas		Avg NGL
End	Production		Production		Production		Production		Sales		Production		Price		Price		Price
Mo-Year	MBBLS		MMCF		MBBLS		MBBLS		MMCF		MBBLS		$/BBL		$/MCF		$/BBL
12-2022		13,014.0		32,481.7		2,657.1		67.407		123.223		14.387		64.049		3.120		26.003
12-2023		39,925.1		108,035.8		11,083.3		308.479		677.771		101.983		64.413		3.080		26.269
12-2024		67,399.0		206,135.1		21,688.0		516.178		1,300.263		198.179		64.458		3.053		26.648
12-2025		62,433.9		185,881.4		19,155.3		470.551		1,113.463		169.599		64.551		3.027		26.674
12-2026		39,270.5		130,447.4		13,447.7		295.731		767.861		116.995		64.577		3.034		26.622
12-2027		29,026.9		100,512.3		10,381.1		222.590		596.211		91.018		64.608		3.035		26.627
12-2028		23,402.2		82,690.8		8,547.4		181.255		492.875		75.366		64.627		3.034		26.634
12-2029		19,771.1		70,783.2		7,321.5		154.139		423.054		64.786		64.642		3.034		26.638
12-2030		17,201.3		62,165.1		6,433.7		134.766		372.252		57.081		64.654		3.033		26.642
12-2031		15,274.0		55,598.4		5,757.0		120.141		333.423		51.187		64.663		3.032		26.646
12-2032		13,768.7		50,407.2		5,221.8		108.662		302.662		46.514		64.672		3.032		26.649
12-2033		12,556.3		46,172.8		4,785.2		99.379		277.525		42.692		64.679		3.031		26.652
12-2034		11,551.5		42,595.7		4,416.2		91.655		256.206		39.444		64.685		3.031		26.654
12-2035		10,686.0		39,462.5		4,092.6		84.952		237.392		36.568		64.690		3.031		26.656
12-2036		9,913.6		36,639.0		3,800.4		78.903		220.353		33.955		64.693		3.030		26.656
12-2037		9,209.7		34,046.7		3,531.7		73.334		204.705		31.550		64.695		3.030		26.656
12-2038		8,562.7		31,652.6		3,283.5		68.186		190.268		29.328		64.695		3.030		26.656
12-2039		7,963.1		29,432.5		3,053.2		63.411		176.899		27.269		64.695		3.030		26.656
12-2040		7,405.7		27,371.0		2,839.4		58.972		164.501		25.358		64.695		3.030		26.656
S Tot		418,335.4		1,372,511.1		141,496.0		3,198.692		8,230.908		1,253.257		64.567		3.040		26.609
After		70,734.0		262,422.6		27,521.3		563.100		1,569.394		245.945		64.755		3.021		26.665
Total		489,069.4		1,634,933.8		169,017.3		3,761.792		9,800.303		1,499.202		64.595		3.037		26.618
Cum		0.0		0.0		0.0
Ult		489,069.4		1,634,933.8		169,017.3
(11)	(12)		(13)		(14)		(15)		(16)		(17)		(18)		(19)		(20)
	Oil		Gas		NGL		Hedge		Other		Total		Production		Ad Valorem
End	Revenue		Revenue		Revenue		Revenue		Revenue		Revenue		Taxes		Taxes		$/BOE6
Mo-Year	M$		M$		M$		M$		M$		M$		M$		M$
12-2022		4,317.343		384.486		374.112		0.000		0.000		5,075.941		305.688		53.607		0.000
12-2023		19,870.045		2,087.300		2,679.027		0.000		0.000		24,636.389		1,391.388		354.795		0.000
12-2024		33,271.914		3,969.420		5,281.034		0.000		0.000		42,522.336		2,339.647		712.355		0.000
12-2025		30,374.705		3,370.840		4,523.886		0.000		0.044		38,269.477		2,105.909		567.044		0.000
12-2026		19,097.367		2,329.586		3,114.661		0.000		0.000		24,541.643		1,360.067		355.642		0.000
12-2027		14,381.026		1,809.368		2,423.534		0.000		0.000		18,613.896		1,031.485		266.517		0.000
12-2028		11,714.022		1,495.503		2,007.280		0.000		0.000		15,216.788		843.323		215.539		0.000
12-2029		9,963.805		1,283.401		1,725.781		0.000		0.000		12,972.995		719.111		182.033		0.000
12-2030		8,713.086		1,129.058		1,520.773		0.000		0.000		11,362.919		629.974		158.161		0.000
12-2031		7,768.709		1,011.088		1,363.929		0.000		0.000		10,143.737		562.462		140.212		0.000
12-2032		7,027.332		917.637		1,239.568		0.000		0.000		9,184.524		509.334		126.186		0.000
12-2033		6,427.754		841.280		1,137.822		0.000		0.000		8,406.861		466.235		114.888		0.000
12-2034		5,928.718		776.537		1,051.353		0.000		0.000		7,756.604		430.146		105.520		0.000
12-2035		5,495.531		719.424		974.743		0.000		0.000		7,189.697		398.649		97.460		0.000
12-2036		5,104.501		667.723		905.104		0.000		0.000		6,677.328		370.198		90.295		0.000
12-2037		4,744.304		620.265		840.997		0.000		0.000		6,205.567		344.031		83.782		0.000
12-2038		4,411.348		576.498		781.765		0.000		0.000		5,769.609		319.863		77.843		0.000
12-2039		4,102.407		535.979		726.872		0.000		0.000		5,365.256		297.449		72.369		0.000
12-2040		3,815.230		498.412		675.939		0.000		0.000		4,989.579		276.622		67.297		0.000
S Tot		206,529.141		25,023.805		33,348.184		0.000		0.000		264,901.156		14,701.580		3,841.543		0.000
After		36,463.355		4,741.395		6,558.215		0.000		0.000		47,762.980		2,654.432		598.571		0.000
Total		242,992.500		29,765.199		39,906.395		0.000		0.000		312,664.156		17,356.012		4,440.114		0.000
(21)	(22)		(23)    (24)		(25)		(26)		(27)		(28)		(29)		(30)		(31)
	Operating		Wells		Workover		3rd Party		Other				Future Net		Cumulative		Cum.Cash Flow
End	Expense		Gross     Net		Expense		COPAS		Deductions		Investment		Cash Flow		Cash Flow		Disc.@ 10.0%
Mo-Year	M$		Count		M$		M$		M$		M$		M$		M$		M$
12-2022		0.000		181         0.0		0.000		0.000		0.000		0.000		4,716.648		4,716.648		4,392.235
12-2023		0.000		439         0.0		0.000		0.000		0.000		0.000		22,890.191		27,606.840		24,074.600
12-2024		0.000		844         0.0		0.000		0.000		0.000		0.000		39,470.340		67,077.180		55,126.832
12-2025		0.000		993         0.0		0.000		0.000		0.000		0.000		35,596.477		102,673.656		80,746.438
12-2026		0.000		997         0.0		0.000		0.000		0.000		0.000		22,825.912		125,499.570		95,654.953
12-2027		0.000		997         0.0		0.000		0.000		0.000		0.000		17,315.920		142,815.484		105,928.805
12-2028		0.000		997         0.0		0.000		0.000		0.000		0.000		14,157.922		156,973.406		113,562.133
12-2029		0.000		997         0.0		0.000		0.000		0.000		0.000		12,071.840		169,045.250		119,477.547
12-2030		0.000		997         0.0		0.000		0.000		0.000		0.000		10,574.767		179,620.016		124,187.469
12-2031		0.000		997         0.0		0.000		0.000		0.000		0.000		9,441.055		189,061.078		128,009.680
12-2032		0.000		997         0.0		0.000		0.000		0.000		0.000		8,549.026		197,610.094		131,155.797
12-2033		0.000		997         0.0		0.000		0.000		0.000		0.000		7,825.730		205,435.828		133,773.734
12-2034		0.000		997         0.0		0.000		0.000		0.000		0.000		7,220.943		212,656.766		135,969.641
12-2035		0.000		997         0.0		0.000		0.000		0.000		0.000		6,693.594		219,350.375		137,820.094
12-2036		0.000		997         0.0		0.000		0.000		0.000		0.000		6,216.832		225,567.203		139,382.500
12-2037		0.000		997         0.0		0.000		0.000		0.000		0.000		5,777.747		231,344.938		140,702.531
12-2038		0.000		996         0.0		0.000		0.000		0.000		0.000		5,371.900		236,716.844		141,818.250
12-2039		0.000		996         0.0		0.000		0.000		0.000		0.000		4,995.440		241,712.281		142,761.469
12-2040		0.000		996         0.0		0.000		0.000		0.000		0.000		4,645.664		246,357.953		143,558.906
S Tot		0.000				0.000		0.000		0.000		0.000		246,357.953		246,357.953		143,558.906
After		0.000				0.000		0.000		0.000		0.000		44,509.973		290,867.938		147,624.266
Total		0.000				0.000		0.000		0.000		0.000		290,867.938		290,867.938		147,624.266

SEC Pricing (Dec 31, 2021)
Year	WTI Cushing Oil $/STB			Henry Hub Gas $/MMBTU			Percent		Cum. Disc.
2022		66.56			3.64			8.00		163,735.219
Thereafter		0.0	%		0.0	%		10.00		147,624.266
Cap		66.56			3.64			12.50		131,433.781
								15.00		118,388.703
								17.50		107,625.414
								20.00		98,574.445

12 Months in first year 48.167 Year Life (03/2070)

01/26/2022 03:03:37

Summary

Table I - PROB

Composite Reserve Estimates and Economic Forecasts

Brigham Minerals, LLC Interests

Various Properties in CO, WY, OK, MT, ND, TX and NM

Probable Undeveloped Reserves

As of December 31, 2021

(1)	(2)		(3)		(4)		(5)		(6)		(7)		(8)		(9)		(10)
	Gross Oil		Gross Gas		Gross NGL		Net Oil		Net Gas		Net NGL		Avg Oil		Avg Gas		Avg NGL
End	Production		Production		Production		Production		Sales		Production		Price		Price		Price
Mo-Year	MBBLS		MMCF		MBBLS		MBBLS		MMCF		MBBLS		$/BBL		$/MCF		$/BBL
12-2022		9,916.2		24,430.4		2,088.6		51.481		116.794		10.026		64.615		3.485		25.972
12-2023		53,671.0		191,228.4		16,653.6		285.807		1,040.727		106.560		64.131		3.409		26.255
12-2024		80,454.0		289,059.7		26,371.4		460.047		1,474.646		162.737		64.049		3.380		26.534
12-2025		112,151.5		439,208.9		39,943.9		785.960		2,791.360		304.703		63.930		3.307		26.690
12-2026		162,808.1		591,879.8		56,581.0		1,104.742		3,513.319		418.534		64.207		3.255		26.661
12-2027		169,543.2		657,828.7		63,161.7		1,120.041		3,824.445		452.492		64.253		3.319		26.574
12-2028		166,251.4		657,651.4		63,305.5		1,115.744		3,978.191		478.958		64.087		3.305		26.548
12-2029		157,445.6		646,390.4		62,031.9		1,075.720		4,028.821		469.499		64.277		3.318		26.615
12-2030		149,164.0		624,359.9		58,215.2		985.384		3,880.868		445.113		64.426		3.318		26.562
12-2031		139,522.1		601,407.6		56,364.1		1,066.545		3,893.802		461.061		64.606		3.319		26.660
12-2032		128,791.3		558,522.5		53,173.5		1,094.302		3,774.216		451.250		64.724		3.296		26.765
12-2033		121,249.6		531,859.1		50,711.1		1,078.824		3,542.131		432.012		64.772		3.295		26.799
12-2034		115,387.8		490,329.0		46,823.3		1,036.505		3,191.494		390.661		64.803		3.302		26.807
12-2035		97,090.4		454,364.3		43,321.2		826.456		2,821.718		339.870		64.773		3.331		26.801
12-2036		87,574.9		425,648.0		39,935.0		753.626		2,847.210		333.747		64.754		3.414		26.817
12-2037		78,118.5		417,137.2		38,595.0		665.602		2,797.805		322.888		64.744		3.459		26.828
12-2038		71,308.2		415,280.8		38,469.4		593.838		2,666.889		304.652		64.738		3.482		26.833
12-2039		67,079.4		405,336.6		37,647.0		569.378		2,592.660		297.147		64.736		3.507		26.843
12-2040		64,140.0		384,345.5		35,595.6		529.060		2,431.908		273.142		64.734		3.514		26.841
S Tot		2,031,667.2		8,806,268.0		828,988.1		15,199.060		55,209.000		6,455.050		64.488		3.351		26.700
After		795,036.4		5,306,664.0		485,957.2		6,813.677		38,891.027		4,242.701		64.775		3.661		26.908
Total		2,826,703.5		14,112,932.0		1,314,945.2		22,012.736		94,100.031		10,697.751		64.577		3.479		26.782
Cum		0.0		0.0		0.0
Ult		2,826,703.2		14,112,933.0		1,314,945.2
(11)	(12)		(13)		(14)		(15)		(16)		(17)		(18)		(19)		(20)
	Oil		Gas		NGL		Hedge		Other		Total		Production		Ad Valorem
End	Revenue		Revenue		Revenue		Revenue		Revenue		Revenue		Taxes		Taxes		$/BOE6
Mo-Year	M$		M$		M$		M$		M$		M$		M$		M$
12-2022		3,326.447		407.028		260.405		0.000		0.000		3,993.881		225.004		31.922		0.000
12-2023		18,328.996		3,548.212		2,797.701		0.000		0.000		24,674.924		1,357.841		457.513		0.000
12-2024		29,465.662		4,983.917		4,318.009		0.000		0.040		38,767.629		2,060.559		832.328		0.000
12-2025		50,246.027		9,231.523		8,132.458		0.000		0.135		67,610.141		3,549.723		1,820.148		0.000
12-2026		70,931.742		11,436.214		11,158.453		0.000		0.109		93,526.523		5,112.720		2,058.977		0.000
12-2027		71,965.523		12,695.082		12,024.579		0.000		0.000		96,685.039		5,373.263		2,014.636		0.000
12-2028		71,505.211		13,146.766		12,715.609		0.000		0.041		97,367.625		5,407.181		2,137.864		0.000
12-2029		69,143.742		13,369.315		12,495.565		0.000		0.000		95,008.383		5,259.484		1,766.271		0.000
12-2030		63,483.973		12,877.526		11,823.220		0.000		0.000		88,184.672		4,971.721		1,364.379		0.000
12-2031		68,904.914		12,925.123		12,291.649		0.000		0.540		94,122.227		5,225.181		1,292.865		0.000
12-2032		70,827.875		12,441.296		12,077.543		0.000		0.000		95,346.695		5,234.604		1,264.690		0.000
12-2033		69,877.898		11,670.653		11,577.423		0.000		0.460		93,126.430		5,106.605		1,192.331		0.000
12-2034		67,168.438		10,536.853		10,472.580		0.000		0.127		88,178.000		4,818.868		1,107.342		0.000
12-2035		53,532.391		9,399.744		9,108.776		0.000		0.000		72,040.812		3,986.575		904.719		0.000
12-2036		48,800.336		9,719.036		8,950.068		0.000		0.056		67,469.492		3,740.719		769.044		0.000
12-2037		43,093.500		9,678.875		8,662.369		0.000		0.000		61,434.730		3,421.135		679.319		0.000
12-2038		38,443.672		9,285.749		8,174.674		0.000		0.000		55,904.086		3,122.697		611.840		0.000
12-2039		36,859.113		9,092.004		7,976.176		0.000		0.000		53,927.020		3,035.522		557.642		0.000
12-2040		34,247.902		8,546.240		7,331.388		0.000		0.000		50,125.230		2,848.590		512.188		0.000
S Tot		980,153.375		184,991.156		172,348.656		0.000		0.391		1,337,493.500		73,857.992		21,376.018		0.000
After		441,358.562		142,373.656		114,160.984		0.000		0.405		697,893.438		41,847.637		4,709.064		0.000
Total		1,421,511.875		327,364.812		286,509.625		0.000		0.796		2,035,386.875		115,705.633		26,085.082		0.000
(21)	(22)		(23)    (24)		(25)		(26)		(27)		(28)		(29)		(30)		(31)
	Operating		Wells		Workover		3rd Party		Other				Future Net		Cumulative		Cum.Cash Flow
End	Expense		Gross     Net		Expense		COPAS		Deductions		Investment		Cash Flow		Cash Flow		Disc.@ 10.0%
Mo-Year	M$		Count		M$		M$		M$		M$		M$		M$		M$
12-2022		0.000		167         0.0		0.000		0.000		0.000		0.000		3,736.955		3,736.955		3,463.875
12-2023		0.000		618         0.0		0.000		0.000		0.000		0.000		22,859.570		26,596.525		23,133.391
12-2024		0.000		1040         0.0		0.000		0.000		0.000		0.000		35,874.672		62,471.199		51,294.535
12-2025		0.000		1722         0.0		0.000		0.000		0.000		0.000		62,240.211		124,711.406		95,682.141
12-2026		0.000		2548         0.0		0.000		0.000		0.000		0.000		86,354.625		211,066.031		151,881.625
12-2027		0.000		3214         0.0		0.000		0.000		0.000		0.000		89,297.031		300,363.062		204,776.891
12-2028		0.000		3831         0.0		0.000		0.000		0.000		0.000		89,823.016		390,186.094		253,114.266
12-2029		0.000		4293         0.0		0.000		0.000		0.000		0.000		87,982.547		478,168.625		296,229.938
12-2030		0.000		4737         0.0		0.000		0.000		0.000		0.000		81,848.789		560,017.438		332,648.812
12-2031		0.000		5083         0.0		0.000		0.000		0.000		0.000		87,603.367		647,620.812		368,068.156
12-2032		0.000		5394         0.0		0.000		0.000		0.000		0.000		88,847.422		736,468.250		400,724.281
12-2033		0.000		5704         0.0		0.000		0.000		0.000		0.000		86,827.508		823,295.750		429,775.656
12-2034		0.000		5951         0.0		0.000		0.000		0.000		0.000		82,251.562		905,547.312		454,788.344
12-2035		0.000		6017         0.0		0.000		0.000		0.000		0.000		67,149.508		972,696.812		473,363.250
12-2036		0.000		6095         0.0		0.000		0.000		0.000		0.000		62,959.797		1,035,656.625		489,186.562
12-2037		0.000		6173         0.0		0.000		0.000		0.000		0.000		57,334.668		1,092,991.375		502,291.281
12-2038		0.000		6251         0.0		0.000		0.000		0.000		0.000		52,169.570		1,145,161.000		513,130.156
12-2039		0.000		6329         0.0		0.000		0.000		0.000		0.000		50,333.961		1,195,494.875		522,626.875
12-2040		0.000		6409         0.0		0.000		0.000		0.000		0.000		46,764.730		1,242,259.625		530,656.500
S Tot		0.000				0.000		0.000		0.000		0.000		1,242,259.625		1,242,259.625		530,656.500
After		0.000				0.000		0.000		0.000		0.000		651,336.250		1,893,595.500		582,712.938
Total		0.000				0.000		0.000		0.000		0.000		1,893,595.875		1,893,595.500		582,712.938

SEC Pricing (Dec 31, 2021)
Year	WTI Cushing Oil $/STB			Henry Hub Gas $/MMBTU			Percent		Cum. Disc.
2022		66.56			3.64			8.00		699,129.438
Thereafter		0.0	%		0.0	%		10.00		582,714.000
Cap		66.56			3.64			12.50		475,144.781
								15.00		395,695.188
								17.50		335,189.969
								20.00		287,951.531

12 Months in first year 61.333 Year Life (04/2083)

01/26/2022 03:15:12

Summary

Table I - POSS

Composite Reserve Estimates and Economic Forecasts

Brigham Minerals, LLC Interests

Various Properties in CO, WY, OK, MT, ND, TX and NM

Possible Undeveloped Reserves

As of December 31, 2021

(1)	(2)		(3)		(4)		(5)		(6)		(7)		(8)		(9)		(10)
	Gross Oil		Gross Gas		Gross NGL		Net Oil		Net Gas		Net NGL		Avg Oil		Avg Gas		Avg NGL
End	Production		Production		Production		Production		Sales		Production		Price		Price		Price
Mo-Year	MBBLS		MMCF		MBBLS		MBBLS		MMCF		MBBLS		$/BBL		$/MCF		$/BBL
12-2022		2,960.3		8,002.4		911.4		14.980		36.568		5.637		63.892		3.417		24.410
12-2023		17,370.4		66,671.8		7,613.0		86.250		304.862		48.360		63.789		3.448		24.130
12-2024		12,430.6		65,548.6		7,161.6		57.288		266.419		40.013		63.585		3.382		24.739
12-2025		7,238.3		42,264.1		4,651.7		33.681		173.706		26.362		63.736		3.395		24.617
12-2026		5,284.6		31,399.1		3,470.4		24.701		129.670		19.809		63.797		3.402		24.539
12-2027		17,863.2		48,952.7		5,460.0		115.727		233.642		36.678		64.900		3.154		26.043
12-2028		34,063.1		76,564.1		8,549.4		193.699		336.713		53.488		65.012		3.070		26.542
12-2029		48,347.6		123,920.1		13,363.1		284.692		589.358		86.919		64.439		3.127		26.669
12-2030		47,814.3		148,623.5		15,691.6		325.485		807.961		112.856		63.875		3.188		26.649
12-2031		47,633.2		136,394.0		14,101.3		343.169		745.320		104.165		63.778		3.424		26.355
12-2032		51,295.5		149,931.3		15,472.4		349.032		796.225		111.219		63.276		3.321		25.959
12-2033		52,098.1		153,595.5		15,719.6		323.789		790.598		109.270		63.070		3.249		25.945
12-2034		47,168.1		150,770.7		15,570.6		287.615		755.346		104.746		63.322		3.204		26.189
12-2035		66,106.2		254,334.2		27,634.1		552.467		1,426.141		217.948		64.525		3.056		26.856
12-2036		78,838.0		278,964.2		30,471.1		604.173		1,633.287		260.253		64.708		3.031		26.942
12-2037		82,058.1		289,074.7		32,015.8		596.595		1,742.584		282.346		64.772		3.025		26.939
12-2038		81,684.2		284,260.5		31,428.5		577.645		1,687.521		270.356		64.797		3.037		26.911
12-2039		80,218.9		281,187.0		31,097.7		601.563		1,622.121		258.850		64.851		3.041		26.898
12-2040		78,286.8		266,702.7		29,550.8		639.051		1,633.465		250.900		64.891		3.052		26.955
S Tot		858,759.4		2,857,161.2		309,934.1		6,011.603		15,711.509		2,400.174		64.370		3.125		26.587
After		842,868.5		4,072,764.5		429,935.7		7,641.570		23,542.902		3,399.778		64.928		3.303		26.982
Total		1,701,627.9		6,929,925.5		739,869.8		13,653.172		39,254.410		5,799.952		64.682		3.232		26.818
Cum		0.0		0.0		0.0
Ult		1,701,627.4		6,929,925.5		739,869.5
(11)	(12)		(13)		(14)		(15)		(16)		(17)		(18)		(19)		(20)
	Oil		Gas		NGL		Hedge		Other		Total		Production		Ad Valorem
End	Revenue		Revenue		Revenue		Revenue		Revenue		Revenue		Taxes		Taxes		$/BOE6
Mo-Year	M$		M$		M$		M$		M$		M$		M$		M$
12-2022		957.081		124.949		137.602		0.000		0.000		1,219.633		77.136		20.737		0.000
12-2023		5,501.847		1,051.078		1,166.920		0.000		0.000		7,719.852		518.365		99.495		0.000
12-2024		3,642.658		901.155		989.878		0.000		0.000		5,533.688		354.628		111.907		0.000
12-2025		2,146.670		589.694		648.948		0.000		0.000		3,385.311		221.607		57.585		0.000
12-2026		1,575.833		441.184		486.083		0.000		0.000		2,503.102		165.722		38.999		0.000
12-2027		7,510.749		736.908		955.210		0.000		0.000		9,202.863		492.066		117.131		0.000
12-2028		12,592.793		1,033.627		1,419.659		0.000		0.000		15,046.072		780.141		186.379		0.000
12-2029		18,345.359		1,842.964		2,318.042		0.000		0.000		22,506.340		1,147.502		512.217		0.000
12-2030		20,790.369		2,576.129		3,007.514		0.000		0.000		26,374.043		1,347.996		854.245		0.000
12-2031		21,886.461		2,551.877		2,745.288		0.000		0.000		27,183.604		1,480.203		1,031.285		0.000
12-2032		22,085.432		2,644.296		2,887.137		0.000		0.000		27,616.812		1,560.383		1,024.454		0.000
12-2033		20,421.271		2,568.644		2,835.024		0.000		0.000		25,824.898		1,454.059		969.991		0.000
12-2034		18,212.469		2,420.032		2,743.161		0.000		0.000		23,375.650		1,292.778		820.654		0.000
12-2035		35,648.109		4,358.110		5,853.257		0.000		0.000		45,859.371		2,458.872		898.663		0.000
12-2036		39,094.594		4,950.267		7,011.798		0.000		0.000		51,056.578		2,742.188		876.084		0.000
12-2037		38,642.754		5,271.398		7,606.026		0.000		0.000		51,520.148		2,794.722		826.491		0.000
12-2038		37,429.453		5,124.545		7,275.438		0.000		0.069		49,829.504		2,722.052		760.364		0.000
12-2039		39,011.656		4,933.292		6,962.463		0.000		0.117		50,907.527		2,748.387		752.200		0.000
12-2040		41,468.387		4,985.803		6,762.887		0.000		0.000		53,216.832		2,851.383		760.212		0.000
S Tot		386,963.938		49,105.953		63,812.336		0.000		0.000		499,881.844		27,210.189		10,719.090		0.000
After		496,149.969		77,754.492		91,732.211		0.000		0.000		665,636.750		36,144.488		7,827.583		0.000
Total		883,113.938		126,860.445		155,544.547		0.000		0.000		1,165,518.625		63,354.680		18,546.672		0.000
(21)	(22)		(23)    (24)		(25)		(26)		(27)		(28)		(29)		(30)		(31)
	Operating		Wells		Workover		3rd Party		Other				Future Net		Cumulative		Cum.Cash Flow
End	Expense		Gross     Net		Expense		COPAS		Deductions		Investment		Cash Flow		Cash Flow		Disc.@ 10.0%
Mo-Year	M$		Count		M$		M$		M$		M$		M$		M$		M$
12-2022		0.000		78         0.0		0.000		0.000		0.000		0.000		1,121.760		1,121.760		1,031.159
12-2023		0.000		211         0.0		0.000		0.000		0.000		0.000		7,101.996		8,223.755		7,193.861
12-2024		0.000		215         0.0		0.000		0.000		0.000		0.000		5,067.158		13,290.913		11,207.368
12-2025		0.000		215         0.0		0.000		0.000		0.000		0.000		3,106.118		16,397.031		13,439.600
12-2026		0.000		215         0.0		0.000		0.000		0.000		0.000		2,298.381		18,695.412		14,939.881
12-2027		0.000		379         0.0		0.000		0.000		0.000		0.000		8,593.670		27,289.082		19,966.035
12-2028		0.000		596         0.0		0.000		0.000		0.000		0.000		14,079.552		41,368.633		27,545.500
12-2029		0.000		964         0.0		0.000		0.000		0.000		0.000		20,846.652		62,215.285		37,706.742
12-2030		0.000		1140         0.0		0.000		0.000		0.000		0.000		24,171.807		86,387.086		48,455.016
12-2031		0.000		1408         0.0		0.000		0.000		0.000		0.000		24,672.129		111,059.219		58,437.922
12-2032		0.000		1713         0.0		0.000		0.000		0.000		0.000		25,032.020		136,091.234		67,646.805
12-2033		0.000		2017         0.0		0.000		0.000		0.000		0.000		23,400.914		159,492.141		75,472.734
12-2034		0.000		2172         0.0		0.000		0.000		0.000		0.000		21,262.262		180,754.406		81,924.727
12-2035		0.000		2424         0.0		0.000		0.000		0.000		0.000		42,501.863		223,256.250		93,625.891
12-2036		0.000		2677         0.0		0.000		0.000		0.000		0.000		47,438.434		270,694.688		105,535.117
12-2037		0.000		2929         0.0		0.000		0.000		0.000		0.000		47,898.957		318,593.625		116,477.039
12-2038		0.000		3181         0.0		0.000		0.000		0.000		0.000		46,347.070		364,940.719		126,091.648
12-2039		0.000		3434         0.0		0.000		0.000		0.000		0.000		47,406.762		412,347.469		135,035.516
12-2040		0.000		3686         0.0		0.000		0.000		0.000		0.000		49,605.332		461,952.812		143,537.344
S Tot		0.000				0.000		0.000		0.000		0.000		461,952.812		461,952.812		143,537.344
After		0.000				0.000		0.000		0.000		0.000		621,664.438		1,083,617.500		192,243.062
Total		0.000				0.000		0.000		0.000		0.000		1,083,617.250		1,083,617.500		192,243.062

SEC Pricing (Dec 31, 2021)
Year	WTI Cushing Oil $/STB			Henry Hub Gas $/MMBTU			Percent		Cum. Disc.
2022		66.56			3.64			8.00		253,964.562
Thereafter		0.0	%		0.0	%		10.00		192,243.328
Cap		66.56			3.64			12.50		140,389.547
								15.00		105,887.758
								17.50		82,130.398
								20.00		65,283.008

12 Months in first year 80.167 Year Life (03/2102)

01/26/2022 03:22:45

Summary

XML

Document and Entity Information	Dec. 28, 2022
Document And Entity Information [Line Items]
Document Type	8-K12B
Document Period End Date	Dec. 28, 2022
Entity Registrant Name	SITIO ROYALTIES CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	333-267802
Entity Tax Identification Number	88-4140242
Entity Address, Address Line One	1401 Lawrence Street
Entity Address, Address Line Two	Suite 1750
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	720
Local Phone Number	640-7620
Entity Information, Former Legal or Registered Name	Snapper Merger Sub I, Inc.
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001949543
Class A common stock, par value $0.0001 per share [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	STR
Security Exchange Name	NYSE
Warrants to purchase Class A common stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A common stock
Trading Symbol	STR WS
Security Exchange Name	NYSEAMER