AMENDED AND RESTATED CREDIT AGREEMENT AMONG EVOLUTION PETROLEUM CORPORATION, EVOLUTION PETROLEUM OK, INC., NGS TECHNOLOGIES, INC., EVOLUTION ROYALTIES, INC., and EVOLUTION PETROLEUM WEST, INC., as Borrowers MIDFIRST BANK, as Sole Lead Arranger and...

EXHIBIT 10.2
​

​

​

AMENDED AND RESTATED CREDIT AGREEMENT

AMONG

EVOLUTION PETROLEUM CORPORATION, EVOLUTION PETROLEUM OK, INC.,
NGS TECHNOLOGIES, INC., EVOLUTION ROYALTIES, INC., and
EVOLUTION PETROLEUM WEST, INC., as Borrowers

MIDFIRST BANK, as Sole Lead Arranger and Sole Book Runner

MIDFIRST BANK, as Administrative Agent and Issuing Bank

AND

THE LENDERS SIGNATORY HERETO

​

June 30, 2025

​

​

REVOLVING LINE OF CREDIT FACILITY
WITH LETTER OF CREDIT SUBLIMIT
$200,000,000

​

​

​

​

TABLE OF CONTENTS

Page

Article 1 DEFINITIONS‌1

Article 2 THE COMMITMENTS AND CREDIT EXTENSIONS‌30

Article 3 TAXES, YIELD PROTECTION AND INDEMNITY‌46

Article 4 SECURITY‌53

Article 5 CLOSING REQUIREMENTS; CONDITIONS PRECEDENT‌54

Article 6 REPRESENTATIONS AND WARRANTIES‌57

​

Article 7 AFFIRMATIVE COVENANTS‌63

​

Article 8 NEGATIVE COVENANTS‌70

Article 9 FINANCIAL COVENANTS‌78

Article 10 DEFAULT‌79

Article 11 AGENCY‌82

​

Article 12 MISCELLANEOUS‌92

​

​

​

​

INDEX TO SCHEDULES

​

​

INDEX TO EXHIBITS

​

​

​

​

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of June 30, 2025, is by and among EVOLUTION PETROLEUM CORPORATION, a Nevada corporation (“EPC”), EVOLUTION PETROLEUM OK, INC., a Texas corporation (“Evolution Texas”), NGS TECHNOLOGIES, INC., a Delaware corporation (“NGS”), EVOLUTION ROYALTIES, INC., a Delaware corporation (“Evolution Royalties”), EVOLUTION PETROLEUM WEST, INC., a Delaware corporation (“Evolution West”; EPC, Evolution Texas, NGS, Evolution Royalties, and Evolution West are collectively referred to herein as the “Borrowers” and each as a “Borrower”) the Lenders from time to time party hereto, and MIDFIRST BANK, a federally chartered savings association, as Administrative Agent and Issuing Bank.

RECITALS

A.Borrowers and Lender are parties to that certain Credit Agreement dated as of April 11, 2016, as amended by that certain First Amendment to Credit Agreement dated as of October 18, 2017, and as further amended by that certain Second Amendment to Credit Agreement dated as of February 1, 2018, and as further amended by that certain Third Amendment to Credit Agreement dated as of May 25, 2018, and as further amended by that certain Fourth Amendment to Credit Agreement dated as of December 31, 2018, and as further amended by that certain Fifth Amendment to Credit Agreement dated as of November 2, 2020, and as further amended by that certain Sixth Amendment to Credit Agreement dated as of December 28, 2020, and as further amended by that certain Seventh Amendment to Credit Agreement dated as of August 5, 2021, and as further amended by that certain Eighth Amendment to Credit Agreement dated as of November 9, 2021, as further amended by that certain Ninth Amendment to Credit Agreement dated as of February 4, 2022, and as further amended by that certain Tenth Amendment to Credit Agreement dated as of May 5, 2023, and as further amended by each of those certain Letter Agreements dated as of February 12, 2024 and March 7, 2025, and as further amended, restated, supplements or otherwise modified from time to time prior to the date hereof (the “Existing Credit Agreement”).

B.The loan described in the Existing Credit Agreement is evidenced by that certain ▇▇▇▇▇▇▇ and Restated Promissory Note in the face amount of $50,000,000.00 dated as of February 1, 2018.

C.The Borrowers desire to continue to borrow funds from the Lenders to acquire Oil and Gas Properties and to accommodate such desire, recognize the need to amend and restate the Existing Credit Agreement and the Lenders are willing to make credit available to the Borrowers under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

“Account” means an account, as defined in the UCC.

​

“Acquired Entity or Mineral Interests” means any entity or mineral interest acquired by a Borrower by way of corporate merger or contracted purchase.

“Acquired Entity or Mineral Interests Consolidated EBITDAX Adjustment” shall mean an amount that may be added in the Administrative Agent’s sole discretion associated with cash flow from an Acquired Entity or Mineral Interests for covenant purposes. Consolidated EBITDAX under this adjustment must be documented separately inside the Borrowers’ Compliance Certificate and is to be net of Consolidated EBITDAX associated with any Acquired Entity or Mineral Interests sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by Borrowers or any Subsidiary during such period. The adjustment under this provision shall be equal to: the actual Consolidated EBITDAX contributed from the Acquired Entity or Mineral Interests, divided by (i) the number of days in such trailing 12-month period being tested that the acquisition generated Consolidated EBITDAX outlined above, multiplied by (ii) the number of days in such trailing 12-month test period. The adjustment must be based on at least 30 days of actual Consolidated EBITDAX during the period and will exclude any extraordinary items.

“Administrative Agent” means MidFirst Bank, in its capacity as contractual representative of the Lenders, the Issuing Bank and the Bank Product Providers, until the appointment of a successor administrative agent pursuant to the terms of this Agreement and, thereafter, shall mean such successor administrative agent; provided that, if any such Person ceases for any reason to be the Administrative Agent hereunder, all indemnifications and other provisions of this Agreement and the other Loan Documents 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 and the other Loan Documents.

“Advance Payment Contract” means any take-or-pay or similar contract whereby any Obligated Party agrees to accept a defined payment (whether at the time the contract is entered into or in the future) as payment-in-full for the purchase of present or future production of Hydrocarbons from its Oil and Gas Properties (each, an “Advance Payment”) and to deliver such Hydrocarbons at some future time without then or thereafter receiving full payment therefor at the prevailing market price for such Hydrocarbons as of the date of delivery thereof.

“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 Parties” means, collectively, Administrative Agent and any of its Related Parties.

“Agreement” has the meaning set forth in the introductory paragraph hereto, and includes all schedules, exhibits and appendices attached or otherwise identified therewith.

“Applicable Margin” means 2.75%.

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the sixth decimal place) of the Facility represented by such ▇▇▇▇▇▇’s Commitment at such time; provided that if the Commitments have been terminated pursuant to the terms hereof, then the Applicable Percentage of each Lender shall be determined based upon the Applicable Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

​

“Applicable Rate” means the Applicable Margin plus (i) with respect to each SOFR Loan, the SOF Rate for the Interest Period therefor or (ii) with respect to each Base Rate Loan, the Prime Rate plus 100 basis points; provided, however, in no event shall the Applicable Rate be greater than the Maximum Rate.

“Approved Fund” means any Fund 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 Swap Counterparty” means (a) each Bank Product Provider, (b) BP Energy Company, (c) EDF Trading North America, LLC, (d) NextEra Energy Marketing, LLC, (e) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, and (f) each other swap counterparty approved in writing from time to time by the Administrative Agent, which consent shall not be unreasonably withheld for any proposed counterparty that at the time of entering into a Commodity Hedging Transaction has a long term senior unsecured debt rating that is BBB by S&P or Baa2 by ▇▇▇▇▇’▇ (or their equivalent) or higher; provided, however, that the Administrative Agent may, by giving written notice to the Borrowers (with respect to clauses (b), (c), (d), (e) and (f)), elect to revoke such swap counterparty’s status as an Approved Swap Counterparty for purposes of any Commodity Hedging Transactions entered into following such notice if the Administrative Agent has material concerns about the long or short term financial well-being or creditworthiness of such swap counterparty (after giving effect to any Guarantee executed and delivered by a guarantor Affiliate of such swap counterparty).

“Arranger” means MidFirst Bank in its capacity as sole lead arranger and sole book manager.

“ASC 410” means the Accounting Standards Codification No. 410 (Asset Retirement and Environmental Obligations), as issued by the Financial Accounting Standards Board, as amended.

“ASC 815” means the Accounting Standards Codification No. 815 (Derivatives and Hedging), as issued by the Financial Accounting Standards Board, as amended.

“ASC 825” means the Accounting Standards Codification No. 825 (Financial Instruments), as issued by the Financial Accounting Standards Board, as amended.

“Assignment and Assumption” means an assignment and assumption entered into by a ▇▇▇▇▇▇ and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.8), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability” means, as of any date, the difference between (a) an amount equal to the aggregate amount of the Commitments of the Lenders on such date less (b) the total Exposure of the Lenders on such date.

“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, regulation, rule 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 Product Agreements” means those certain agreements entered into from time to time between any Obligated Party and a Bank Product Provider in connection with any of the Bank Products, including Hedging Agreements.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Obligated Party to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that an Obligated Party is obligated to reimburse to any Bank Product Provider as a result of such Bank Product Provider purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to any Obligated Party pursuant to the Bank Product Agreements. For the avoidance of doubt, the Bank Product Obligations arising under any Hedging Transaction shall be determined by the Hedge Termination Value thereof.

“Bank Product Provider” means any Person that, at the time it enters into a Bank Product Agreement is a Lender or an Affiliate of a Lender, in its capacity as a party to such Bank Product Agreement.

“Bank Products” means any of the following bank services: (a) commercial credit cards, (b) stored value cards, (c) treasury management services (including controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services) and (d) Hedging Agreements and Hedging Transactions.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy” or any other applicable insolvency, debtor relief, or debt adjustment law, as now or hereafter in effect, or any successor thereto.

“Base Rate Loan” means a Loan that bears interest based on the Prime Rate.

“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”.

“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.

“Borrowers” means each Person identified as such in the introductory paragraph hereto, and their respective successors and assigns to the extent permitted by Section 12.8.

“Borrowing” means a borrowing consisting of simultaneous Loans made by each of the Lenders pursuant to Section 2.1.

“Borrowing Base” means the amount most recently determined and designated by the Administrative Agent, and approved by the Lenders or Required Lenders, as applicable, as the Borrowing Base in accordance with Section 2.10 or pursuant to an amendment hereto or a Borrowing Base Adjustment

​

Letter, as such Borrowing Base is reduced in accordance with Section 2.10(e) or other provisions hereof. The Borrowing Base under Section 2.9 is $65,000,000 as of the date hereof.

“Borrowing Base Adjustment Letter” means a borrowing base adjustment letter substantially in the form of Exhibit F attached hereto or in such other form as the Administrative Agent may approve in its sole discretion.

“Borrowing Base Deficiency” means, as of any time, that the aggregate Exposure of the Lenders exceeds the amount of the Borrowing Base at such time.

“Borrowing Base Deficiency Notice” means a notice from the Administrative Agent to the Borrowers that a Borrowing Base Deficiency exists because of a periodic or special redetermination made pursuant to Section 2.10(b) or Section 2.10(c).

“Borrowing Request” means a writing, substantially in the form of Exhibit C, properly completed and signed by a Responsible Officer of a Borrower, requesting a new Borrowing or a continuation or conversion of an existing Borrowing.

“BTU” means British thermal unit.

“Business Day” means for all purposes, a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Oklahoma City, Oklahoma are authorized or required by Law to be closed. Unless otherwise provided, the term “days” when used herein means calendar days.

“Capitalized Lease Obligation” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases on a balance sheet of the lessee; provided that, all obligations of the Obligated Parties that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on January 1, 2015 (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a capitalized lease) for purposes of this Agreement regardless of any change in GAAP following January 1, 2015 (or any change in the implementation in GAAP for future periods that are contemplated as of January 1, 2015) that would otherwise require such obligation to be recharacterized as a Capitalized Lease Obligation.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Bank or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“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) 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, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) 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, implemented, adopted or issued.

“Change of Control” means the occurrence, after the date of this Agreement, of any of the following:

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred for purposes of paragraph (c) solely as the result of an acquisition of securities by EPC which, by reducing the number of shares of common stock of EPC or other common stock of EPC or the Voting Securities outstanding, increases (I) the proportionate number of shares of common stock of EPC beneficially owned by any person to forty percent (40%) or more of the common stock of EPC then outstanding or (II) the proportionate voting power represented by the Voting Securities beneficially owned by any person to forty percent (40%) or more of the combined voting power of all then outstanding Equity Interests; provided, however, that if any person referred to in clause (I) or (II) of this sentence shall thereafter become the beneficial owner of any additional shares of common stock of EPC or other Voting Securities (other than a result of a stock split, stock dividend or similar transaction), then a Change of Control of EPC shall be deemed to have occurred for purposes of paragraph (c).

“Closing Date” means the first date all the conditions precedent in Section 5.1 are satisfied or waived in accordance with Section 12.10.

“CME” means Chicago Mercantile Exchange, Inc., CME Group Inc. and their affiliates or their successor as the administrator for the term SOFR reference rate.

​

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

“Collateral” means the Property of the Obligated Parties pledged as security for the Notes and the Obligations as described in the Collateral Documents.

“Collateral Documents” means each and every Mortgage, security agreement, pledge agreement, mortgage, deed of trust, control agreement or other collateral security agreement required by or delivered to the Administrative Agent from time to time that purport to create a Lien in favor of any of the Secured Parties to secure payment or performance of the Obligations or any portion thereof.

“Commitment” means, for each Lender, its obligation to (a) make Loans to Borrowers pursuant to Section 2.1(a) and (b) purchase participations in L/C Obligations in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) the amount set forth opposite such Lender’s name on Schedule 2.1 under the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, and (ii) such Lender’s Applicable Percentage of the Borrowing Base in effect from time to time.

“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, or any rule, regulations or order of the U.S. Commodity Futures Trading Commission (or the application or interpretation of any thereof).

“Commodity Hedging Transaction” means any swap transaction, cap, floor, collar, exchange transaction, forward transaction or other exchange or protection transaction relating to Hydrocarbons or any option with respect to any such transaction, including derivative financial instruments.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Obligated Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender, any Bank Product Provider or the Issuing Bank by means of electronic communications pursuant to Section 12.11(d), including through the Platform.

“Compliance Certificate” means a certificate, substantially in the form of Exhibit B, or in any other form agreed to by the Borrowers and the Administrative Agent, prepared by and certified by a Responsible Officer of a Borrower.

“Conforming Changes” means, with respect to either the use or administration of the SOFR Index any technical, administrative or operational changes (including changes to the definition of 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 3.4 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 Documents).

​

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

“Consolidated Current Assets” as of any date means all assets which would, in accordance with GAAP, be included as current assets on a consolidated balance sheet of the Borrowers and their consolidated Subsidiaries as of the date of calculation (provided, however, if cash or securities deposited into and held in the registry of a court to enable the Borrowers or any of their consolidated Subsidiaries to pursue an appeal of an adverse judgment would, in accordance with GAAP, otherwise be included in current assets, such cash shall be excluded in the determination of Consolidated Current Assets), after deducting adequate reserves in each case in which a reserve is proper in accordance with GAAP, plus the then current Availability and, if not already included, the amount of any cash on deposit with the Administrative Agent in accordance with the provisions of Section 7.11, but excluding non-cash derivative current assets arising from Hedging Transactions.

“Consolidated Current Liabilities” as of any date means all liabilities which would, in accordance with GAAP, be included as current liabilities on a consolidated balance sheet of the Borrowers and their consolidated Subsidiaries (provided, however, if the amount of any judgment against the Borrowers or any of their consolidated Subsidiaries which is on appeal and such appeal is being pursued on the basis of cash or securities having been delivered into and held in the registry of a court would, in accordance with GAAP, otherwise be included in current liabilities, the amount of such judgment shall be excluded in the determination of Consolidated Current Liabilities), but excluding (a) current maturities in respect of the Obligations, both principal and interest, and non-cash derivative current liabilities arising from Hedging Transactions and (b) current obligations under operating leases.

“Consolidated Debt” means the total Debt of the Reporting Group on a consolidated basis.

“Consolidated Depreciation, Depletion, Accretion and Amortization Expense” means, for any period, the depreciation, depletion, accretion and amortization expense of the Reporting Group for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDAX” means, for any period, Consolidated Net Income for such period, adjusted by:

(x)adding thereto, in each case without duplication and only to the extent (and in the same proportion) deducted in determining Consolidated Net Income:

​

(y)subtracting therefrom, in each case without duplication and only to the extent (and in the same proportion) included in determining Consolidated Net Income, the aggregate amount of all non-cash items (including gains from the sales of assets and non-cash gains attributable to the application of ASC 410 and 815) and “other income” increasing Consolidated Net Income for such period.

“Consolidated Interest Expense” means, for any period, the total consolidated interest expense of the Reporting Group for such period determined in accordance with GAAP.

“Consolidated Net Income” means, for any period, the consolidated net income of the Reporting Group (excluding to the extent included in net income, extraordinary gains and extraordinary losses) for such period determined in accordance with GAAP.

“Consolidated Tangible Net Worth” means, at any date, (i) consolidated total assets as of such date minus (ii) the sum of consolidated total liabilities and any consolidated intangible assets (including goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks and brand names) of Borrowers as of such date, determined in accordance with GAAP.

“Consolidated Tax Expense” means, for any period, the tax expense of the Reporting Group for such period, determined on a consolidated basis in accordance with GAAP.

“Constituent Documents” means (a) in the case of a corporation, its articles or certificate of incorporation or formation and bylaws; (b) in the case of a general partnership, its partnership agreement; (c) in the case of a limited partnership, its certificate of limited partnership or certificate of formation, as applicable, and partnership agreement; (d) in the case of a trust, its trust agreement; (e) in the case of a joint venture, its joint venture agreement; (f) in the case of a limited liability company, its certificate of formation, articles of organization, company agreement, operating agreement, regulations or other organizational and governance documents and agreements; and (g) in the case of any other entity, its organizational and governance documents and agreements.

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

“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 12.29.

“Credit Extension” means each of (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Spread Adjustment” means 0.05%.

​

“Debt” means, of any Person as of any date of determination (without duplication): (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments; (c) all obligations of such Person to pay the deferred purchase price of Property or services, except trade accounts payable of such Person arising in the ordinary course of business that are not past due by more than one hundred twenty (120) days or that are being contested in writing in good faith by appropriate proceedings and as to which a proper reserve has been made; (d) all Capitalized Lease Obligations of such Person; (e) all Debt or other obligations of others Guaranteed by such Person; (f) all obligations secured by a Lien existing on Property owned by such Person, whether or not the obligations secured thereby have been assumed by such Person or are non-recourse to the credit of such Person, provided that, if such obligations are non-recourse to such Person, the amount of such obligations shall be limited to the fair market value of such property owned or being purchased by such Person securing such obligations; (g) any other obligation for borrowed money or other financial accommodations which in accordance with GAAP would be shown as a liability on the balance sheet of such Person; (h) all obligations of such Person in respect of Disqualified Stock; (i) all Off-Balance Sheet Debt of such Person; (j) all payment and reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers’ acceptances, surety or other bonds and similar instruments; (k) all net Hedge Obligations of such Person, valued at the Hedge Termination Value thereof; (l) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment; and (m) the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non- recourse to such Person. 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. For the avoidance of doubt, the term “Debt” shall not include customary obligations associated with firm transport contracts, storage or drilling contracts and minimum volume commitments entered into in the ordinary course of business.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means an Event of Default or the occurrence of an event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Interest Rate” means (a) when used with respect to Obligations (other than Obligations described in the following clause (c)), an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable plus 5.00% per annum; and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 5.00% per annum; provided, however, in no event shall the Default Interest Rate exceed the Maximum Rate.

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

“Defaulting Lender” means, subject to Section 12.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such ▇▇▇▇▇▇’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation

​

in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent, or the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such ▇▇▇▇▇▇’s obligation to fund a Loan hereunder and states that such position is based on such ▇▇▇▇▇▇’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (e) is the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender 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 Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 12.22(b)) upon delivery of written notice of such determination to the Borrowers, the Issuing Bank and each Lender.

“Disposition” means any sale, lease, sub-lease, transfer, assignment, conveyance, release, encumbrance, loss or other disposition of any interest in Property (including any Oil and Gas Property or any interest in another Person), or the entry into any agreement, including any Farmout, the performance of which would result in any of the foregoing, in any transaction or event or series of transactions or events, and “Dispose” has the correlative meaning thereto.

“Disqualified Stock” means any Equity Interests issued by a Person that, by their terms (or by the terms of any bond, debenture, note, or other security which is convertible into, or which is exchangeable for, any such Equity Interests), or upon the occurrence or happening of any event or circumstance, (a) mature or are mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Maturity Date, or (b) require the declaration or payment of any dividend or other distribution on or prior to the date that is 91 days after the Maturity Date, in each case unless the consideration paid and payable upon such maturity or redemption (in the case of clause (a) preceding) or as a result of such dividend or other distribution (in the case of clause (b) preceding) is payable and paid solely in Equity Interests of the issuer which are not Disqualified Stock[; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Borrower or any Subsidiary or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by such Person or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Dollars” and “$” mean dollars in lawful currency of the United States of America.

“ECP” means an “eligible contract participant,” as such term is defined from time to time in the Commodity Exchange Act (determined after giving effect to any keepwell, support or other agreement for

​

the benefit of the applicable Person and any and all guarantees of such Person’s Swap Obligations by any Obligated Party under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act).

“EEA Financial Institution” means (a) any credit institution or investment firm 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 financial 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.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 12.8(b)(v) and (vi) (subject to such consents, if any, as may be required under Section 12.8(b)(iii)).

“Environmental Laws” means any and all federal, state, and local statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment, including those related to the release of Hazardous Materials into the environment, air emissions and discharges to waste or public sewer systems.

“Environmental Liabilities” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower, any other Obligated Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interest” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Obligated Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

​

“ERISA Event” means (a) a Reportable Event with respect to a Plan, (b) a withdrawal by any Obligated Party 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) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Obligated Party or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate a Plan, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan, (e) the occurrence of an event or condition that will constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, (f) the failure of any Obligated Party or ERISA Affiliate to meet the minimum funding standard under Section 412 of the Code or Section 302 of ERISA with respect to any Plan or the failure of any Obligated Party or ERISA Affiliate to make any required contribution to a Multiemployer Plan sufficient to give rise to a Lien under ERISA, (g) notification that a Plan is subject to the at-risk requirements in Section 303 of ERISA and Section 430 of the Code, or (h) notification that a Multiemployer Plan is subject to the requirements for plans in endangered or critical status under Section 432 of the Code or Section 305 of ERISA.

“Erroneous Payment” has the meaning assigned to it in Section 11.13(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 11.13(d)(i).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 11.13(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 11.13(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 11.13(e).

“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 set forth in Section 10.1.

“Excluded Accounts” means (a) each account for which all or substantially all of the deposits consist of amounts utilized to fund payroll or employee benefit obligations or Tax obligations of the Obligated Parties and their Subsidiaries, (b) escrow, trust and fiduciary accounts solely holding amounts held for the benefit of third parties, and (c) other accounts; provided that the aggregate average daily maximum balance in any such account over a 30-day period for any bank account excluded pursuant to this clause (c) shall not exceed the Threshold Amount; provided, further, that the aggregate daily maximum balance for all such bank accounts excluded pursuant to this clause (c) shall not exceed $3,000,000.

“Excluded Swap Obligation” means, with respect to any Obligated Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Obligated Party of, or the grant by such Obligated Party of a security interest to secure, such Swap Obligation (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 Obligated Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest 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 income (however denominated), franchise Taxes (and similar), 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 or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment request by Borrowers under Section 3.5(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.3, amounts with respect to such Taxes were payable either to such ▇▇▇▇▇▇’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.3(g), (d) any U.S. federal withholding Taxes imposed under FATCA, (e) any Taxes imposed or collected pursuant to, or as a result of the application of, Section 899 of the Code (as proposed in the One Big Beautiful Bill Act) or any substantially similar provision or law or any other law purportedly relating to unfair foreign taxes, in each case, as finally enacted, or any amended or successor provision or law, and (f) any combination of Taxes described in clauses (a) to (e) above.

“Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Loans and such ▇▇▇▇▇▇’s participation in L/C Obligations at such time.

“Facility” means, at any time, the aggregate amount of the Lenders’ Commitments at such time.

“Farmout” means an arrangement pursuant to any agreement whereby the owner(s) of one or more oil, gas or mineral leases or other oil and natural gas working interests with respect to any property from which production of Hydrocarbons is sought agrees to transfer or assign an interest in such property to one or more Persons in exchange for (a) drilling, or participating in, the cost of the drilling of (or agreeing to do so) one or more ▇▇▇▇▇, or undertaking other exploration or development activities or participating in the cost of such activities, in an attempt to obtain production of Hydrocarbons from such property, or (b) obtaining production of Hydrocarbons from such property or participating in the costs of obtaining such production.

“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 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 any such intergovernmental agreement, or any treaty or convention among Governmental Authorities and implementing the forgoing.

“FCPA” means the United States Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary 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%.

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC

​

4001 et seq.), and (d) the Flood Insurance Reform Act of 2004, in each case, as now or hereafter in effect or any successor statute thereto and including any regulations promulgated thereunder.

“Floor” means a rate of interest equal to 3.25%.

“Foreign Lender” means (a) if each Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if any Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of the L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“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, bonds and similar extensions of credit in the ordinary course of its activities.

“GAAP” means, subject to Section 1.2, United States generally accepted accounting principles as in effect as of the date of determination thereof.

“Gas Balancing Agreement” means any agreement or arrangement whereby any of the Obligated Parties, or any other party owning an interest in any Hydrocarbons to be produced from Oil and Gas Property in which any of the Obligated Parties owns an interest, has a right to take more than its proportionate share of production therefrom.

“Governmental Authority” means the government of the United States of America or any other nation, or of 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 (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” by any Person means any obligation or liability, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person as well as any obligation or liability, 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 or other obligation or liability (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to operate Property, to take-or-pay, or to maintain net worth or working capital or other financial statement conditions or otherwise) or (b) entered into for the purpose of indemnifying or assuring in any other manner the obligee of such Debt or other obligation or liability of the payment thereof or to protect the 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. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantors” means each Person who from time to time Guarantees all or any part of the Obligations under the Loan Documents, and “Guarantor” means any one of the Guarantors.

​

“Guaranty” means a written guaranty of each Guarantor in favor of the Administrative Agent, for the benefit of Lenders and Bank Product Providers, in the form of the Guaranty entered into on the Closing Date or otherwise in form and substance satisfactory to the Administrative Agent.

“Hazardous Material” means all explosive, radioactive and hazardous or toxic substances or wastes, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and all other substances or wastes of any nature defined as hazardous or toxic by and regulated pursuant to any Environmental Law.

“Hedge Obligations” means, at any time with respect to any Person, all indebtedness, liabilities, and obligations of such Person under or in connection with any Hedging Agreement or Hedging Transaction, whether actual or contingent, due or to become due and existing or arising from time to time.

“Hedge Termination Value” means, in respect of any one or more Hedging Transactions, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Transactions, (a) for any date on or after the date such Hedging Transactions have been closed out and settlement amounts, early termination amounts or termination value(s) determined in accordance therewith, such settlement amounts, early termination amounts or termination value(s), 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 Hedging Transactions, as determined based upon one or more commercially reasonable mid-market or other readily available quotations provided by any dealer which is a party to such Hedging Transactions or any other recognized dealer in such Hedging Transactions (which may include a Lender or any Affiliate of a Lender).

“Hedging Agreement” means any International Swap Dealers Association, Inc. Master Agreement, International Swaps and Derivatives Association, Inc. Master Agreement or other agreement and all schedules and exhibits attached thereto and incorporated therein that set forth the general terms upon which a Person may enter into one or more Hedging Transactions.

“Hedging Transaction” means a Commodity Hedging Transaction, a Rate Management Transaction or any other transaction with respect to any swap, forward, future or derivative transaction or option or similar transaction, 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.

“Honor Date” has the meaning set forth in Section 2.2(c)(i).

“Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate and all other liquid or gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by-products and other substances derived therefrom or the processing thereof, including natural gas liquids, and all other minerals and substances produced in conjunction with such substances, including, sulfur, geothermal steam, water, carbon dioxide, helium and any and all minerals, ores or substances of value and the products and proceeds therefrom.

“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 Obligated Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Independent Engineer” means any nationally or regionally recognized third-party engineering firm acceptable to the Administrative Agent in its sole discretion.

​

“Information” has the meaning set forth in Section 12.25.

“Initial Borrowing Base Determination Date” means the Closing Date.

“Initial Guarantors” means all existing or hereafter acquired wholly-owned, Subsidiaries of a Borrower, and their respective successors and assigns, and “Initial Guarantor” means any of them.

“Initial Test Quarter” means the fiscal quarter of the Borrowers ending March 31, 2025.

“Intellectual Property” means all copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses and other types of intellectual property, in whatever form, now owned or hereafter acquired.

“Intercreditor Agreement” means an intercreditor agreement among the Borrowers, one or more Approved Swap Counterparties that are not Bank Product Providers, and MidFirst Bank, in its capacity as Administrative Agent and in acceptance of its role as contractual collateral representative for the Lenders, the Bank Product Providers and such Approved Swap Counterparties, whether executed contemporaneously with or following the execution of this Agreement, as such intercreditor agreement may be amended, restated or otherwise modified and in effect from time to time.

“Interest Election Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.7(h), which shall be in such form as the Administrative Agent may approve.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; and (b) as to any Base Rate Loan, the last Business Day of each month and the Maturity Date.

“Interest Period” means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date [one month] thereafter, as selected by Borrowers in the Borrowing Request or Interest Election Request, as applicable; provided that:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and

(ii)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 calendar month at the end of such Interest Period; and

(iii)no Interest Period shall extend beyond the Maturity Date.

Notwithstanding the foregoing, the initial Interest Period will begin on the Closing Date and end on July 31, 2025.

“IRS” means the United States Internal Revenue Service or any entity succeeding to all or any of its functions.

​

“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).

“Issuer Documents” means, with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Bank and any Obligated Party or in favor of the Issuing Bank and relating to such Letter of Credit.

“Issuing Bank” means MidFirst Bank in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. 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.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by any Obligated Party on the date when made or refinanced as a Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4.  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.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” means a financial institution listed on the signature pages of this Agreement (or any amendment hereto) and its successors and assigns (including any Lender which becomes such pursuant to an Assignment and Assumption) and, as the context may require, includes the Issuing Bank and the Bank Product Providers affiliated with such Lender.

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.

“Letter of Credit Expiration Date” means the day that is thirty (30) days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

​

“Letter of Credit Fee” has the meaning set forth in Section 2.4(b).

“Letter of Credit Sublimit” means an amount equal to ten percent (10%) of the Borrowing Base in effect from time to time. The Letter of Credit Sublimit is part of, and not in addition to, the Commitments.

“Leverage Ratio” means that ratio set forth in Section 9.1.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” has the meaning set forth in Section 2.1(a).

“Loan Documents” means this Agreement, all Guaranties, the Collateral Documents, the Notes, Issuer Documents, and all other promissory notes, security agreements, deeds of trust, assignments, letters of credit, guaranties, and other instruments, documents, or agreements executed and delivered pursuant to or in connection with this Agreement or the Collateral Documents (exclusive of term sheets and commitment letters); provided that the term “Loan Documents” shall not include any Bank Product Agreement or the Intercreditor Agreement.

“Margin Regulations” means Regulations T, U, or X of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Event” means the occurrence or existence of any event, condition or circumstance that has a material adverse effect on (a) the business, operations, Properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Obligated Parties, taken as a whole, (b) any material portion of the Collateral or the priority or enforceability of the Liens thereon, (c) the validity, binding effect or enforceability of any Loan Document or the Intercreditor Agreement, or on any provision of any of the foregoing that would materially diminish the value of any such agreement to the Administrative Agent or the Lenders or their rights or remedies thereunder or (d) the ability of any Obligated Party to perform its obligations under any Loan Document to which it is a party or the Intercreditor Agreement to the extent party thereto.

“Material Gas Imbalance” means, with respect to all Gas Balancing Agreements to which any Obligated Party is a party or by which any Oil and Gas Property of any Obligated Party is bound, net gas imbalance liabilities of the Obligated Parties, considered individually or in the aggregate, in excess of the Threshold Amount. Gas imbalances will be determined based on Gas Balancing Agreements, with respect to wellhead imbalances, or gas purchase or transportation agreements, with respect to downstream imbalances, if any, specifying the method of calculation thereof, or, alternatively, if no such Gas Balancing Agreements or gas purchase or transportation agreements, as the case may be, 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 ▇▇▇▇▇ ▇▇▇ average daily spot price for the month immediately preceding the date of calculation adjusted for location differential and transportation costs based upon the location where the Oil and Gas Property giving rise to the imbalances are located.

“Maturity Date” means June 30, 2028; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next succeeding Business Day.

​

“Maximum Rate” means, at all times, the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Lenders in accordance with applicable Texas Law (or applicable United States federal Law to the extent that such Law permits the Lenders to charge, contract for, receive or reserve a greater amount of interest than under Texas Law). The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of the Loan Documents that constitute interest under applicable Law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrowers at the time of such change in the Maximum Rate.

“MFB Margined Collateral Value” means, as of any day, Administrative Agent’s formal evaluation, in its sole but reasonable discretion, of Borrowers’ Oil and Gas Properties as determined and approved by Administrative Agent from the “MFB Base Case Price Deck” margined at the applicable advance rate. The MFB Margined Collateral Value shall be determined by Administrative Agent in connection with redeterminations of the Borrowing Base pursuant Section 2.9 below and shall be $75,000,000 as of the date hereof.

“MidFirst Bank” means MidFirst Bank, a federally chartered savings association, and its successors and assigns.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the time that a Defaulting Lender exists, an amount equal to 105% of the Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.7(a)(i), (a)(ii) or (a)(iii) or Section 10.2, an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by Administrative Agent and Issuing Bank in their reasonable discretion.

“Mortgaged Properties” means all present and future Oil and Gas Properties of one or more of Obligated Parties in which one or more Obligated Parties has granted or does hereafter grant a mortgage or Lien to or for the benefit of the Administrative Agent for the benefit of the Secured Parties; provided, however, that in no event shall any “Mortgaged Property” include a “Building” (as defined in the applicable Flood Insurance Regulation) or “Manufactured (Mobile) Home” (as defined in the applicable Flood Insurance Regulation) within an area having special flood hazards and in which flood insurance is available under the Flood Insurance Regulations constitutes Mortgaged Property or is otherwise encumbered by the Mortgages.

“Mortgages” means, collectively, the deeds of trust, mortgages, assignments of production, collateral mortgages and acts of pledge (and any security agreements contained in any of the foregoing) in form and substance reasonably acceptable to the Administrative Agent, and amendments or supplements to or restatements of any of the foregoing, covering Oil and Gas Properties executed or to be executed by the appropriate Person as security for the Obligations and other indebtedness described therein.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 12.10 and (b) has been approved by the Required Lenders.

​

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a promissory note issued pursuant hereto, in substantially the form attached hereto as Exhibit D, duly executed by the Borrowers and payable to the order of a Lender, including any amendment, modification, renewal or replacement of such promissory note. The Notes may be in the aggregate amount of up to $200,000,000. Each Note shall be dated (i) the date of this Agreement for any Lender party hereto as of the date of this Agreement or (ii) the date of any effective assignment or amendment to this Agreement for any Lender that becomes a party hereto pursuant to an effective Assignment and Assumption or amendment to this Agreement; provided, however, that in the event the Administrative Agent requests that the Borrowers issue substitute Notes and additional Notes from time to time, such substitute Notes and additional Notes may be dated a later date. The Notes issued to the Lenders hereunder might not be in proportion to their respective Commitments.

“Obligated Party” means each Borrower, each Guarantor and any other Person who becomes party to a Guaranty.

“Obligations” means all obligations, indebtedness, and liabilities of each Borrower, each Guarantor and any other Obligated Party to the Administrative Agent, the Issuing Bank, each Lender, any Affiliates of the Administrative Agent or any Lender and any Bank Product Provider now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, arising under or pursuant to this Agreement, the other Loan Documents, the Intercreditor Agreement or any Bank Product Agreements (but in the case of Bank Product Agreements that are Hedging Agreements, limited to obligations and liabilities of Obligated Parties to Bank Product Providers in respect of Hedging Transactions that are permitted by Section 8.17 and the Hedging Agreements under which they arise, to the extent related thereto, including any related early termination or settlement amounts), and all interest accruing thereon (whether a claim for post-filing or post-petition interest is allowed in any bankruptcy, insolvency, reorganization or similar proceeding) and all attorneys’ fees and other expenses required to be reimbursed under any Loan Document; provided that, as to any Person, the “Obligations” shall exclude any Excluded Swap Obligations of such Person.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury, or any successor Governmental Authority.

“Off-Balance Sheet Debt” means, with respect to a Person, (a) any repurchase indebtedness, liability or obligation of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation of such Person under any sale and leaseback transaction which is not a Capitalized Lease Obligation, (c) any indebtedness, liability or obligation of such Person under any synthetic, off-balance sheet or tax retention lease, or (d) any indebtedness, liability or obligation of such Person arising with respect to any other transaction, or agreement for the use or possession of any Property, which is the functional equivalent, or takes the place, of borrowing but which does not constitute a liability on the balance sheet of such Person.

“Oil and Gas Properties” means (a) all present and future interests and estates existing under any oil, gas or mineral leases, including working interests, royalty interests, overriding royalty interests, production payments, net profits interests and carried interests, (b) all present and future rights in mineral fee interests, including any reversionary interests relating thereto, (c) all rights, titles and interests created by or arising under the terms of all present and future unitization, communitization or pooling arrangements whether arising by contract or operation of law which now or hereafter include all or any part of the foregoing, (d) all rights, titles and interest created by or arising under the terms of all present and future Farmouts including any back-in interests related thereto, (e) all unsevered and unextracted Hydrocarbons

​

in, under or attributable with respect to any of the foregoing, (f) all tenements, hereditaments, appurtenances and Properties appertaining, belonging, affixed, or incidental to any of the foregoing, and (g) all rights, remedies, powers and privileges with respect to any of the foregoing.

“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 solely 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 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 3.5).

“Outstanding Amount” means (a) with respect to the Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date, and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by Borrowers of Unreimbursed Amounts.

“Participant” means any Person (other than a natural Person, a Defaulting Lender, or any Obligated Party or any Affiliate of an Obligated Party) to which a participation is sold by any Lender in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitment or the Loans owing to it).

“Participant Register” means a register on which each Lender that sells a participation 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.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law October 26, 2001).

“Payment Recipient” has the meaning assigned to it in Section 11.13(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to all or any of its functions under ERISA.

“Permitted Liens” means those Liens permitted by Section 8.2.

“Person” means any individual, corporation, limited liability company, business trust, association, company, partnership, joint venture, Governmental Authority, or other entity, and shall include such Person’s heirs, administrators, personal representatives, executors, successors and assigns.

“Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by an Obligated Party or any ERISA Affiliate or to which an Obligated Party or any ERISA

​

Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“Prime Rate” shall mean as of any date, that rate of interest designated, from time to time, as the “Prime Rate” as published in the “Money Rates” section of the most recent edition of The Wall Street Journal, changing when and as said prime rate changes; provided that, at any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers of any such change of said prime rate promptly following the public announcement of such change.

“Principal Office” means the principal office of Administrative Agent, presently located at the address set forth on Schedule 12.11, or such other office as the Administrative Agent may designate in writing to the Borrowers and the Lenders from time to time.

“Projected Oil and Gas Production” means the projected production of oil or gas (measured by volume unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, as applicable, from properties and interests owned by an Obligated Party which are located in the United States and which have attributable to them Proved Developed Producing Reserves (or, for purposes of Sections 7.14(b) and 8.17, Proved Reserves), as such production is projected in the most recent Reserve Report delivered to the Administrative Agent in connection with the most recent determination of the Borrowing Base hereunder, after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that have not been reflected in such report but that are reflected in a separate or supplemental reports acceptable to Administrative Agent.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible or mixed, of such Person, or any other assets owned, operated or leased by such Person, and, with respect to the Obligated Parties, shall include the Mortgaged Properties.

“Proved Developed Producing Reserves” means “proved developed producing oil and gas reserves” as such term is defined by the Society of Petroleum Engineers, or any generally recognized successor, in its standards and guidelines.

“Proved Reserves” means, collectively, all Oil and Gas Properties which constitute proved developed producing reserves, proved developed non-producing reserves, proved developed behind pipe reserves, proved developed shut-in reserves, proved undeveloped reserves and all Oil and Gas Properties which constitute other categories of proved reserves recognized by the Society of Petroleum Evaluation Engineers or any successor thereto, in each case as determined by the Administrative Agent.

“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.

“PW Value” means with respect to any Oil and Gas Property, the net present value of the oil and gas to be produced from the Proved Reserves from such Oil and Gas Property, calculated using a discount rate of nine percent (9.00%) per annum and estimates of reserves, prices, production rates and costs acceptable to the Administrative Agent and as adjusted by the Administrative Agent in connection with the most recent Borrowing Base determination.

​

“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 12.29.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter which is a rate swap, basis swap, forward rate transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures, but excluding Commodity Hedging Transactions.

“Recipient” means the Administrative Agent, the Issuing Bank, any Bank Product Provider, and any Lender, as applicable.

“Register” means a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time.

“Related Indebtedness” means any and all indebtedness paid or payable by any Borrower to the Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means, as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, disbursement, leaching, or migration of Hazardous Materials into the indoor or outdoor environment or into or out of property owned by such Person, including the migration of Hazardous Materials through or in the air, soil, surface water, ground water, or Property.

“Reportable Event” means, with respect to any Plan, any of the events set forth in Section 4043(c) of ERISA, other than events for which any notice period has been waived.

“Reporting Group” means each Borrower, each of the Initial Guarantors, and, without duplication, their respective consolidated subsidiaries.

“Required Hedging Percentage” means, for any day, with respect to the hedging requirements of Section 7.14 below, the percentage set forth in the grid below based upon the Utilization Percentage then in effect:

​

​

“Required Lenders” means, as of any date of determination, Lenders holding more than 66 2/3% of the sum of the (a) the Exposure of all Lenders (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that, if there are two or fewer Lenders at any time, subject to the last sentence of Section 12.10, Required Lenders shall mean all such Lenders. The unused Commitment of, and the portion of the Exposure of all Lenders held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Reserve Value” means Proved Reserves that have PW Value of not less than eighty percent (80%) of the PW Value of all Proved Reserves owned by the Obligated Parties and evaluated in the most recently delivered Reserve Report for purposes of establishing the Borrowing Base.

“Reserve Reports” means reports in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent with respect to the Oil and Gas Properties owned by the Obligated Parties (or to be acquired by the Obligated Parties, as applicable) that are or are to be included in the Borrowing Base, which shall, among other things, (a) identify the ▇▇▇▇▇ covered thereby, (b) specify such engineers’ opinions with respect to the total volume of reserves (the “available reserves”) of hydrocarbons (using the terms or categories “proved developed producing reserves,” “proved developed nonproducing reserves” and “proved undeveloped reserves”) which the Borrowers have advised such engineers that the Obligated Parties have the right to produce for their own account, (c) set forth such engineers’ opinions with respect to the projected future cash proceeds from the available reserves, discounted for present value at a rate acceptable to Lender, for each calendar year or portion thereof after the date of such findings and data, (d) set forth such engineers’ opinions with respect to the projected future rate of production of the available reserves, (e) contain such other information as requested by Lender with respect to the projected rate of production, gross revenues, operating expenses, taxes, capital costs, net revenues and present value of future net revenues attributable to such reserves and production therefrom, and (f) contain a statement of the price and escalation parameters, procedures and assumptions upon which such determinations were based.

“Resignation Effective Date” has the meaning set forth in Section 11.6(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” or “Responsible Representative” means, as to any Obligated Party, the chief executive officer, president, vice president, chief financial officer or treasurer of such Obligated Party, or any other Person (such as a manager or member in the case of a limited liability company) duly authorized in accordance with the Constituent Documents or resolutions to act on behalf of such Obligated Party and whose title and specimen signature has been verified or certified to the Administrative Agent in a manner reasonably satisfactory to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of an Obligated Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of an Obligated Party.

“SDN List” has the meaning set forth in Section 6.20.

​

“Secured Parties” means, collectively, (a) the Administrative Agent, (b) each Lender, (c) the Issuing Bank, (d) each Bank Product Provider, (e) solely with respect to the Mortgages, each other Approved Swap Counterparty that at the relevant time is party to and entitled to the benefits conferred by the Intercreditor Agreement, and (f) any other Person the Obligations owing to which are, or are purported to be, secured by the Collateral under the terms of the Collateral Documents.

“SOF Rate” means the lesser of (i) the Maximum Rate, and (ii) the rate per annum equal to the sum of (a) the SOFR Index and (b) the Credit Spread Adjustment.

“SOFR” means the Secured Overnight Financing Rate.

“SOFR Business Day” means each day on which CME publishes the SOFR Index.

“SOFR Index” means the rate equal to the term SOFR reference rate for the period equivalent to the Interest Period, as published by the CME two SOFR Business Days before the beginning of the applicable Interest Period; provided that if the SOFR Index as so determined shall ever be less than the Floor, then SOFR Index shall be deemed to be the Floor.

“SOFR Loan” means a Loan that bears interest at a rate based on the SOF Rate.

“Solvent” means, as to any Person at any time, that (a) the fair value of the property of such Person (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) is greater than the total amount of such Person’s liabilities (including contingent liabilities), (b) the present fair saleable value of all of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (d) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Subsidiary” means for any Person, an entity (a) of which Equity Interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions (irrespective of whether or not at the time Equity Interests of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency) are at the time directly or indirectly owned, collectively, by such Person and any Subsidiaries of such Person, (b) (i) of which such Person directly or indirectly owns or controls at least a majority of the Equity Interests of such entity and (ii) which is treated as a subsidiary in accordance with GAAP, or (c) of which the Person serves as general partner. The term Subsidiary shall include Subsidiaries of Subsidiaries (and so on). Unless otherwise specified or the context otherwise requires, references to Subsidiaries in the Loan Documents shall mean Subsidiaries of any Borrower.

“Supported QFC” has the meaning assigned to such term in Section 12.29.

“Suspension Notice” means the notice from the Administrative Agent to Borrowers setting forth the Administrative Agent’s good faith determination that (A) the Prime Rate or SOFR Index, as applicable, is not reported, or (B) (as a result of changes to applicable Law) it has become unlawful or discouraged for the Administrative Agent, or any Lender, to make or maintain the Loan at the Prime Rate or SOF Rate, as applicable, or (C) the Prime Rate or SOFR Index, as applicable (1) is unreliable or impractical to use for loans tied to the Prime Rate or any SOFR Index, as applicable, or for the Administrative Agent or any

​

Lender’s risk management or hedging related to any such loans, or (2) is no longer the predominant index for variable rate loans made by any Lender or its competitors, or (3) no longer permits any Lender to achieve (in all material respects) the return on the Loan as any such Lender modeled at the time it approved the Loan.

“Swap Obligations” means, with respect to any Person, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Test Period” means, with respect to any date, the four consecutive calendar quarters the last of which ends on such date (in each case taken as one accounting period);

“Threshold Amount” means $1,500,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Exposure of such Lender at such time.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a SOFR Loan.

“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.

“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 assigned to such term in Section 12.29.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.3(g)(ii)(B)(3).

“UCC” means Chapters 1 through 9 of the Texas Business and Commerce Code.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form 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.

“Unreimbursed Amount” has the meaning set forth in Section 2.2(c)(i).

“Utilization Percentage” means, as of any date of determination, the fraction expressed as a percentage, the numerator of which is the Outstanding Amount on such day, and the denominator of which is: (A) the Borrowing Base in effect on such day if the Leverage Ratio is greater than or equal to 2.25 to

​

1.00, or, (B) the MFB Margined Collateral Value in effect on such day if the Leverage Ratio, at such time, is less than 2.25 to 1.00.

“Voting Securities” means Equity Interests entitled to vote for members of the board of directors or equivalent governing body of EPC on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right).

“Withholding Agent” means any Obligated Party or the Administrative Agent, as applicable.

“Write-Down and Conversion Powers” means, 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.

​

​

​

​

​

​

​

​

Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with any Borrower’s instructions or other irregularity, such Borrower will immediately notify the Issuing Bank. Each Borrower shall be conclusively deemed to have waived any such claim against the Issuing Bank and its correspondents unless such notice is given as aforesaid.

​

​

​

​

​

​

​

​

​

​

​

and the result of any of the foregoing shall be to increase the cost to such Lender 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 Lender 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 Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other Recipient, Borrowers will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

​

​

​

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 Borrowers and the Administrative Agent in writing of its legal inability to do so.

​

​

​

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

​

​

​

For purposes of determining compliance with the conditions set forth in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Initial Borrowing Base Determination Date specifying its objection thereto.

​

Each request for a Credit Extension hereunder shall be deemed to be a representation and warranty by each Borrower that the conditions specified in this Section 5.2 have been satisfied on and as of the date of the applicable Credit Extension.

Each Borrower and, to the extent applicable to any other Obligated Party, such Obligated Party, hereby represents and warrants to the Administrative Agent, the Issuing Bank and the Lenders as follows, as of the Closing Date and on each date on which any Credit Extension is made hereunder, with the intention

​

that the Administrative Agent, the Issuing Bank and the Lenders shall rely thereon without any investigation or verification by the Administrative Agent, the Issuing Bank or any Lender or their respective counsel (which representations and warranties shall survive the delivery of the Notes and the termination of the facilities described herein) the representations and warranties set forth in this Article 6.

​

​

​

​

​

Commencing on the Closing Date, and thereafter for so long as the Lenders are required to make Loans hereunder or the Issuing Bank is required to issue letters of credit hereunder, any principal of or interest on the Notes remains unpaid, any L/C Obligations exist, any Letter of Credit remains outstanding or any other portion of the Obligations (other than contingent or indemnification obligations for which no claim has been asserted) remains outstanding, each Borrower and, to the extent applicable to any other Obligated Party, such Obligated Party will duly perform and observe each and all of the covenants and agreements set forth in this Article:

​

​

​

No reporting requirement in this Section 7.1 shall be construed as waiving or eliminating any covenants or restrictions set forth elsewhere in this Agreement or in the other Loan Documents. All representations and warranties set forth in the Loan Documents with respect to any financial information concerning any Obligated Party shall apply to all financial information delivered to the Administrative Agent by an Obligated Party or any Person purporting to be a Responsible Officer or other representative of an Obligated Party regardless of the method of such transmission to the Administrative Agent or whether or not signed by the Obligated Party or such Responsible Officer or other representative, as applicable.

​

​

​

​

Commencing on the Closing Date and so long as the Lenders are required to make Loans hereunder or the Issuing Bank is required to issue letters of credit hereunder, any principal of or interest on the Notes remains unpaid, any L/C Obligations exist, any Letter of Credit remains outstanding or any other portion of the Obligations (other than contingent or indemnification obligations for which no claim has been asserted) remains outstanding, each Borrower and, to the extent applicable to any other Obligated Party,

​

such Obligated Party will duly perform and observe each and all of the covenants and agreements hereinafter set forth:

​

​

provided further, that no intention to subordinate the first priority ▇▇▇▇▇ granted in favor of the Administrative Agent to secure the Obligations is hereby implied or expressed or is to be inferred by the permitted existence of such Liens.

​

​

​

​

No Borrower shall, and no Borrower shall permit any Subsidiary to, enter into any Hedging Transactions, except:

​

Each Borrower covenants and agrees that so long as the Lenders are required to make Loans hereunder or the Issuing Bank is required to issue letters of credit hereunder, any principal of or interest on the Notes remains unpaid, any L/C Obligations exist, any Letter of Credit remains outstanding or any other portion of the Obligations (other than contingent or indemnification obligations for which no claim has been asserted) remains outstanding:

​

​

​

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, and Letter of Credit Fees) payable to the Lenders and the Issuing Bank (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and constituting unpaid Bank Product Obligations, ratably among the Lenders and the Bank Product Providers in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by Borrowers pursuant to Sections 2.2 and 2.7;

​

Sixth, to payment of that remaining portion of the Obligations, ratably among the Lenders and the Bank Product Providers in proportion to the respective amounts described in this clause Sixth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Notwithstanding the foregoing, Bank Product Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with supporting documentation as the Administrative Agent may request from the applicable Bank Product Provider, provided that no such notice shall be required for any Bank Product Agreement for which the Administrative Agent or any Affiliate of the Administrative Agent is the applicable Bank Product Provider. Each Bank Product Provider that is not a party to this Agreement that has given notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto. Notwithstanding any other provision to the contrary in this Agreement or any Loan Document, any payment made by or on behalf of any entity that is not an ECP, and any proceeds of any Collateral owned by an entity that is not an ECP, may only be applied to Obligations that are not Excluded Swap Obligations.

​

​

​

​

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Bank 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 and the Issuing Bank, as applicable, 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 12.1 or Section 12.2.

Upon request by the Administrative Agent at any time, the Required 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 any Guarantor from its obligations under the Guaranty pursuant to this Section 11.9.

​

​

​

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 11.13(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 11.13(a) or on whether or not an Erroneous Payment has been made.

​

​

​

​

​

Notwithstanding anything to the contrary contained herein, in any other Loan Document or the Intercreditor Agreement, the authority to enforce rights and remedies hereunder and under the other Loan Documents and the Intercreditor Agreement against the Obligated Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.2 for the benefit of the Secured Parties; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents and the Intercreditor Agreement, (b) any Lender from exercising setoff rights in accordance with Section 4.3 (subject to the terms of Section 12.23), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Obligated Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.2 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 12.23, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

​

​

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.8(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement 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 12.1 and Section 12.2 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.8(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 12.8(d). Upon the consummation of any assignment pursuant to this Section 12.8(b), if requested by the transferor or transferee Lender, the transferor Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender (if applicable) and new Notes or, as appropriate, replacement Notes, are issued to the assignee.

​

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 or any determination of the Borrowing Base; 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 Section 12.10 which requires the consent of all Lenders and affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.5 and 3.3 (subject to the requirements and limitations therein, including the requirements under Section 3.3(g) (it being understood that the documentation required under Section 3.3(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 3.5 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1 or 3.3, 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 Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 4.3 as though it were a Lender; provided that such Participant agrees to pay to the Administrative Agent any amount set-off for application to the Obligations under the Loan Documents as required pursuant to Section 4.3; provided further that such Participant agrees to be subject to Section 12.23 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a Participant Register; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (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) 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 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 the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

​

​

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. The Intercreditor Agreement may be amended as provided in Section 11.1(a).

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment(s) of any Defaulting Lender may not be increased or extended without the consent of such Lender; and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

​

​

​

​

​

​

Each 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 any Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

​

​

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 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.

​

​

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

​

EXECUTED to be effective as of the date first written above.

BORROWERS:

​

EVOLUTION PETROLEUM CORPORATION, a Nevada corporation

​

​

​

EVOLUTION PETROLEUM OK, INC., a Texas corporation

​

​

​

NGS TECHNOLOGIES, INC., a Delaware corporation

​

​

​

EVOLUTION ROYALTIES, INC., a Delaware corporation

​

​

​

EVOLUTION PETROLEUM WEST, INC., a Delaware corporation

​

​

​

​

​

ADMINISTRATIVE AGENT:

​

MIDFIRST BANK

​

​

​

​

LENDERS:

​

MIDFIRST BANK

​

​

​

​

Prism Bank

​

​

​

​

​

​

​

​

COMMITMENTS AND APPLICABLE PERCENTAGES

​

​

​

​

​

LITIGATION AND JUDGMENTS

​

​

None.

​

SUBSIDIARIES