Contribution Agreement, dated as of November 2, 2020, by and among Penn Virginia Corporation, PV Energy Holdings, L.P. and Rocky Creek Resources, LLC

Rocky Creek Resources, LLC, a Delaware limited liability company (“Contributor”);

Penn Virginia Corporation, a Virginia corporation (“Corporation”); and

PV Energy Holdings, L.P., a Delaware limited partnership (the “Partnership”).

DEFINITIONS; INTERPRETATION

Definitions.

for each Lease, the portion of the Consideration amount allocated to such Lease set forth on Exhibit A-1; and

for each Well, the portion of the Consideration amount allocated to such Well set forth on Exhibit B.

the Properties;

the Facilities;

all surface fee interests, easements, servitudes, rights-of-way, surface leases, licenses, authorizations, permits (other than Permits) and other surface rights or interests appurtenant to, to the extent used or held for use in connection with the use, ownership or operation of the Properties or other Assets, including those described on Exhibit D (“Surface Interests”);

all Hydrocarbons within, on, under or produced from or attributable to the Properties on and after the Effective Date, and all proceeds or accounts receivable resulting from or attributable to the sale of any such Hydrocarbons;

the Hydrocarbon Inventory and all proceeds or accounts receivable resulting from or attributable to the sale of any Hydrocarbons Inventory;

the Material Contracts and any other Contracts which are not Material Contracts but (i) to which Contributor is a party or in which Contributor otherwise holds an interest or (ii) by which any of the Properties are otherwise bound or subject, limited, in each case, to the extent that such Material Contracts and other Contracts are used in connection with, or relate to, any other Asset (including the use, ownership or operation thereof);

any refunds or credits or similar Tax assets attributable to any Tax Assumed Obligations;

all reversionary interests, carried interests, options, convertible interests and net profits interests that are attributable to or derived from the Properties;

all Permits to the extent that they are used in connection with the use, ownership or operation of any other Asset;

all geological, geophysical and other seismic data and information relating to any other Asset to the extent such data and information is transferable without penalty or payment to any Third Party, or if transferable with penalty or payment to any Third Party, for which Corporation has paid or agreed in writing to pay such penalties or payments (“G&G Data”);

all rights, claims, demands, causes of action, suits, actions, judgements, damages, awards, recoveries, settlements, indemnities, warranties, rights to insurance proceeds, refunds, reimbursements, audit rights, duties, obligations, liabilities and other intangible rights in favor of or owed to Contributor or its Affiliates, in each case, to the extent relating to any other Asset or any Assumed Obligation and to the extent not relating to, covering or offsetting any Retained Obligation or any other matter for which Contributor has an indemnity obligation hereunder;

all trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to any other Asset (including from the sale of any Hydrocarbons) but only insofar as arising or accruing after the Effective Date;

all obligations, rights and benefits arising from or in connection with any Pipeline Imbalance or Well Imbalance; and

the Records,

with respect to the condition, use, ownership, or operation of the Assets, including all obligations imposed on a lessee, all Operating Expenses:

for the plugging and abandoning (and replugging) of the Wells;

for any surface restoration or environmental clean-up or Environmental Liability with respect to the Assets;

any underpayment, mis-payment or non-payment of, or other failure to properly pay or account for, Burdens with respect to the Assets or with respect to any holder of a Burden or Working Interest with respect to any Asset;

for the balancing, gathering, processing, storage, compression, dehydration, treating, disposal, fractionation or transportation of Hydrocarbons or any water produced from the Assets or otherwise relating to the marketing of Hydrocarbons produced from the Assets; and

for Production Taxes for which the Partnership is liable in accordance with Section 6.7 and any other Taxes attributable to the ownership or operation of the Assets (or the production of Hydrocarbons therefrom) for any Tax period (or portion thereof) beginning on or after the Effective Date (“Tax Assumed Obligations”);

to the extent the Title Deductible is exceeded, (i) all Title Defect Amounts attributable to all Disputed Title Matters that exceed the Individual Title Threshold and are disputed but not finally determined as of Closing, plus (ii) all Title Defect Amounts attributable to all Title Defects that exceed the Individual Title Threshold that Contributor has elected to cure during the Cure Period and have not been cured as of Closing, minus (iii) the Applicable Title Benefit Value; plus

to the extent the Environmental Deductible is exceeded, all Lowest Cost Responses attributable to all Disputed Environmental Matters that exceed the Individual Environmental Threshold and are disputed but not finally determined as of Closing.

Lease:

entitles Contributor to receive, throughout the duration of the productive life of such Lease, a Net Revenue Interest in such Lease for each Target Formation for such Lease that is not less than the Net Revenue Interest shown on Exhibit A-1 in respect of such Lease, except for:

decreases in connection with those operations in which Contributor or its successors or assigns may from and after the Execution Date elect to be a non-consenting co-owner;

decreases resulting from the establishment or amendment from and after the Execution Date of pools or units; or

decreases required pursuant to joint operating agreements to allow other Working Interest owners to make up past underproduction or pipelines to make up past under deliveries;

obligates Contributor to bear a Working Interest in such Lease for each Target Formation for such Lease not greater than the Working Interest shown on Exhibit A-1 in respect of such Lease, without increase throughout the productive life of such Lease, except as shown on Exhibit A-1 in respect of such Lease, except for (A) increases after the Execution Date resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements and (B) increases to the extent such increases are accompanied by at least a proportionate increase in Contributor’s Net Revenue Interest in such Lease for such Target Formation;

as to Contributor’s interest in such Lease is free from Liens (other than Permitted Encumbrances); and

results in the amount of Net Mineral Acres covered by or attributable to Contributor’s interest in such Lease in each Target Formation for such Lease to be not less than the amount of Net Mineral Acres set forth for such Lease on Exhibit A-1;

Well:

entitles Contributor to receive, throughout the duration of the productive life of such Well, a Net Revenue Interest in such Well for each Target Formation for such Well that is not less than the Net Revenue Interest shown on Exhibit B in respect of such Well, except for (A) decreases in connection with those operations in which Contributor or its successors or assigns may from and after the Execution Date elect to be a non-consenting co-owner, (B) decreases resulting from the establishment or amendment from and after the Execution Date of pools or units or (C) decreases required to allow other Working Interest owners to make up past underproduction or pipelines to make up past under deliveries;

obligates Contributor to bear a Working Interest in such Well for each Target Formation for such Well not greater than the Working Interest shown on Exhibit B in respect of such Well throughout the productive life of such Well, except for (A) increases after the Execution Date resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements and (B) increases to the extent such increases are accompanied by at least a proportionate increase in Contributor’s Net Revenue Interest in such Well for such Target Formation; and

as to Contributor’s interest in such Well, is free from Liens (other than Permitted Encumbrances).

any breach of any Fundamental Representation or Section 5.1(g);

any breach of any covenant or agreement of Contributor under this Agreement that is to be performed following the Closing (but excluding, for the avoidance of doubt, any Non-Fundamental Representations);

the Retained Obligations; and

Fraud.

the Excluded Records;

all rights (including audit rights), interests, revenues, proceeds, income, receivables, refunds, benefits, damages, warranties, indemnities, releases, claims and causes of action of Contributor or any of its Affiliates arising under or with respect to any Contract (including Material Contracts) or in respect of the Assets to the extent (i) attributable to the period of time prior to the Effective Date except to the extent covering or relating to an Assumed Obligation or to the extent Contributor already received an upward adjustment to the Consideration for such amounts, or (ii) to the extent related to, covering or offsetting the other Excluded Assets or the Retained Obligations or any other matter for which Contributor has an indemnification obligation hereunder;

any joint venture audits to the extent such audits relate to any Retained Obligations or to any other obligations, rights, revenues or proceeds that are retained by Contributor hereunder (including pursuant to Section 6.11);

all rights and interests of Contributor or its Affiliates (to the extent such rights and interests do not relate to any Assumed Obligation):

under any indemnity agreement; or

to any condemnation proceeds or awards;

the leases, assets, properties, rights and other interests set forth on Schedule EA;

for purposes of clarity, all fee mineral interests, royalty interests, overriding royalty interests and other interests in Hydrocarbons currently or in the future owned or held by RCR Investments, LLC;

all rights and interests of Contributor or its Affiliates under any bond or similar instrument;

any Contracts between Contributor, on the one hand, and any of its Affiliates, on the other hand, that relate to, or are binding on, the Assets;

any Contracts to the extent that they relate to any other Excluded Assets;

any refunds or credits or similar Tax assets attributable to any Tax Retained Obligations;

all of Contributor’s proprietary or licensed computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;

all Third Party geological, geophysical and other seismic data or information to the extent transferable with penalty or payment to any Third Party for which Corporation has not paid or agreed in writing to pay such penalties or payments;

subject to Section 6.8, all rights to insurance proceeds related to any casualty, condemnation or other matter, event or condition with respect to the Assets arising prior to the Closing;

all overhead costs and expenses paid by non-operators to Contributor or any of its Affiliates pursuant to any applicable joint operating agreement or associated with the Assets relating to periods prior to the Effective Date;

all data that cannot be disclosed to Corporation as a result of confidentiality arrangements under Contracts with Third Parties for which consent to such disclosure has not been obtained; provided, that Contributor has used reasonable efforts to obtain such consent;

all property, rights and assets of Contributor not included within the definition of Assets;

all Assets excluded from the Assets to be acquired by Corporation at Closing pursuant to Section 7, Section 8 or Section 9; provided, however, that, if any such Asset is subsequently transferred to Corporation pursuant to this Agreement, such Asset shall not be an Excluded Asset from and after the time of such transfer;

any portion of a Contract to the extent such portion binds or applies to (i) any asset or interest of Contributor that is not a Property or (ii) any asset or interest of Corporation that is not an Asset;

all Hedging Contracts; and

the Abstract Plant.

all corporate, financial, income and franchise Tax and legal records of Contributor that relate to Contributor’s business generally;

any records to the extent disclosure or transfer is restricted by any Third Party license agreement, other Third Party Contract or applicable Law; provided that Contributor shall use commercially reasonable efforts to obtain the waiver of any such restrictions without obligation to incur any costs with respect thereto (unless Corporation agrees in writing to pay such costs);

except for G&G Data or to the extent incorporated within and required to operate the Facilities, all computer software, intellectual property licenses and related information and Contracts;

all records and correspondence protected by or subject to attorney-client privilege, all legal records and legal files of Contributor and all other work product of and attorney-client communications with any of Contributor’s legal counsel, including all engagements and similar letters and agreements, other than copies of:

title opinions;

Material Contracts and other Contracts (and files related thereto) constituting part of the Assets;

Leases and Surface Interests (and files related thereto); and

records and files to the extent relating to any of the Assumed Obligations, including any litigation matters included as part of the Assumed Obligations;

personnel records;

records relating to the contribution of the Assets by Contributor, including bids received from and records of negotiations with Third Parties;

any records to the extent relating solely to the other Excluded Assets;

any records to the extent relating solely to any Retained Obligations; and

internal projections, opinions, forecasts and similar evaluative reports or documents.

the date Corporation and Contributor agree in writing to the Final Settlement Statement;

the Revised Settlement Date should Corporation not deliver a Disagreement Notice to Contributor on or before the Revised Settlement Date; or

the date the Settlement Statement Arbitrator determines the Final Settlement Statement in accordance with Section 3.5(b).

the Final Settlement Statement agreed or deemed final and binding in accordance with Section 3.5(a); or

the Final Settlement Statement issued by the Settlement Statement Arbitrator in accordance with Section 3.5(b).

any “hazardous substance,” as defined by CERCLA;

any “hazardous waste” or “solid waste,” in either case as defined by RCRA or any applicable state counterpart;

any solid, hazardous, dangerous or toxic chemical, material, waste or substance, NORM or any contaminant or pollutant, as those or similar terms are defined or regulated by, or that may form the basis for liability under, any Environmental Law;

any asbestos containing materials in any form or condition;

any polychlorinated biphenyls in any form or condition; or

any hazardous air pollutant which is so designated by the Clean Air Act or the U.S. Environmental Protection Agency.

any Contract with any Affiliate of Contributor;

any Contracts that would reasonably be expected to involve obligations of, or payments from, Contributor after the Effective Date in a calendar year in excess of $100,000 or $250,000 over the term of such Contract;

any Contracts that would reasonably be expected to result in aggregate revenues to Contributor after the Effective Date in a calendar year in excess of $100,000 or $250,000 over the term of such Contract;

participation agreements, joint development agreements, exploration agreements (including joint exploration agreements), purchase, farmin and farmout agreements, partnership agreements, joint venture agreements, development agreements, operating agreements (including joint operating agreements and unit operating agreements), unit agreements or dedication agreements (including acreage, well, or volume dedications) or other similar agreement or any Contract that contains any take or pay payment, advance payment, production payment, or other similar payment to deliver Hydrocarbons, or proceeds from the sale thereof, at some future time without receiving full payment therefor;

any Contracts for the sale (including any calls upon production, option to purchase or similar right), purchase, exchange, balancing, gathering, processing, storage, compression, dehydration, treating, disposal, fractionation or transportation of Hydrocarbons or any water produced from the Assets or otherwise relating to the marketing of Hydrocarbons produced from the Assets, other than Contracts that are subject to cancellation on not more than sixty (60) days’ notice, in each case without penalty to Contributor;

any Contract that provides for a call upon, option to purchase or similar right under any agreement with respect to the Hydrocarbons produced from the Assets or otherwise relating to the marketing of Hydrocarbons produced from the Assets;

any Contract where the primary purpose thereof was to indemnify another Person;

any Contract that provides for an irrevocable power of attorney that will be in effect after the Closing Date;

any Contract for, or that contemplates, the sale, lease, farmout, assignment, exchange, transfer or disposition of Contributor’s interest in the Assets;

a non-competition agreement or similar agreement that purports to restrict, limit, or prohibit Contributor from engaging in any line of business or the manner in which, or the locations at which, Contributor conducts business, including area of mutual interest agreements, or that would obligate Contributor after the date hereof to sell any interest in any Property, purchase any leasehold interest or other material asset, or employ and pay for a drilling rig;

any Debt Contract encumbering any Property that will not be terminated at or prior to the Closing;

plant agreements, injection agreements, repressuring or recycling agreements, or saltwater or other disposal agreements; or

any Contract that constitutes an area of mutual interest agreement or any other agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Contributor conducts business within or adjacent to the Properties that will be binding on the Properties or Corporation after the Closing.

the number of gross acres in the land covered by such Lease; multiplied by

the undivided mineral interest in Hydrocarbons in such lands covered by the terms of such Lease; multiplied by

Contributor’s Working Interest in such Lease;

with respect to any Lease, Contributor’s interest (expressed as a percentage or decimal fraction) in and to all Hydrocarbons produced, saved or sold from or allocated to such Lease, net of all Burdens; and

with respect to any Well, Contributor’s interest (expressed as a percentage or decimal fraction) in and to all Hydrocarbons produced, saved or sold from or allocated to such Well, net of all Burdens.

Liens for Taxes not yet due and payable as of the Closing Date or Taxes being contested in good faith in appropriate proceedings and set forth on Schedule PE;

operators’, materialmen’s, mechanics’, carriers’, workmen’s, landlords’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business with respect to the operation of the Assets and with respect to which the underlying obligation is not delinquent or is being contested in good faith and set forth on Schedule PE;

Burdens, if the net cumulative effect of such Burdens do not operate to individually or in the aggregate:

reduce Contributor’s Net Revenue Interest in a Lease for the applicable Target Formation(s) to an amount less than the Net Revenue Interest set forth on Exhibit A-1 for such Lease;

reduce Contributor’s Net Revenue Interest in a Well for the applicable Target Formation(s) to an amount less than the Net Revenue Interest set forth on Exhibit B for such Well;

increase Contributor’s Working Interest in a Lease for the applicable Target Formation(s) to an amount greater than the Working Interest set forth on Exhibit A-1 for such Lease (except to the extent the Net Revenue Interest in such Lease for such Target Formation(s) is greater than the Net Revenue Interest set forth on Exhibit A-1 in the same or greater proportion as any increase in such Working Interest); or

increase Contributor’s Working Interest in a Well for the applicable Target Formation(s) to an amount greater than the Working Interest set forth on Exhibit B for such Well (except to the extent the Net Revenue Interest in such Well for such Target Formation(s) is greater than the Net Revenue Interest set forth on Exhibit B in the same or greater proportion as any increase in such Working Interest);

the terms and conditions of all Leases and Material Contracts set forth on Schedule 5.1(h)(i), provided such terms and conditions do not operate to individually or in the aggregate:

reduce Contributor’s Net Revenue Interest in a Lease for the applicable Target Formation(s) to an amount less than the Net Revenue Interest set forth on Exhibit A-1 for such Lease;

reduce Contributor’s Net Revenue Interest in a Well for the applicable Target Formation(s) to an amount less than the Net Revenue Interest set forth on Exhibit B for such Well;

increase Contributor’s Working Interest in a Lease for the applicable Target Formation(s) to an amount greater than the Working Interest set forth on Exhibit A-1 for such Lease (except to the extent the Net Revenue Interest in such Lease for such Target Formation(s) is greater than the Net Revenue Interest set forth on Exhibit A-1 in the same or greater proportion as any increase in such Working Interest); or

increase Contributor’s Working Interest in a Well for the applicable Target Formation(s) to an amount greater than the Working Interest set forth on Exhibit B for such Well (except to the extent the Net Revenue Interest in such Well for such Target Formation(s) is greater than the Net Revenue Interest set forth on Exhibit B in the same or greater proportion as any increase in such Working Interest);

result in the amount of Net Mineral Acres covered by or attributable to Contributor’s interest in such Lease for the applicable Target Formation(s) to be less than the amount of Net Mineral Acres set forth for such Lease on Exhibit A-1; or

materially interfere with the ownership, operation or use of the Assets as currently owned, operated or used;

Preferential Purchase Rights, Consents and required Third Party consents to assignment, to the extent set forth on Schedule 5.1(d), subject to compliance with Sections 7.2 and 7.3;

(i) all approvals or rights to consent by, required notices to, filings with or other actions by Governmental Authorities in connection with the sale or conveyance of oil and gas leases or interests therein if they are customarily obtained subsequent to the sale or conveyance (including, for purposes of clarity, any Customary Post-Closing Consents) and (ii) all Soft Consents;

defects or irregularities arising out of any Legal Proceeding that is set forth on Schedule 5.1(f);

easements, rights-of-way, servitudes, surface leases and other rights in respect of surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like and conditions, covenants or other restrictions, and easements for streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights-of-way on, over or in respect of any of the Assets, which do not individually or in the aggregate materially detract from the value of, or materially interfere with the ownership, operation or use of, the Assets;

all liens or encumbrances created under mortgages, deeds of trust or similar instruments not created by Contributor or any of its Affiliates that cover the surface estate (including residential mortgage liens and any such liens covering any fee interests encumbered by any Surface Interests) and with respect to which no applicable mortgagee or lienholder has initiated foreclosure or similar proceedings;

defects or irregularities arising out of the lack of recorded powers of attorney from any Person to execute and deliver documents on behalf of such Person;

defects or irregularities arising out of improper or incomplete acknowledgement, witness or attestation;

all applicable Laws (including zoning and planning ordinances and municipal regulations) and rights reserved to or vested in any Governmental Authority to control or regulate, in whole or in part, any of the Assets in any manner, and all obligations and duties under all applicable laws, rules, and orders of any such Governmental Authority or under any franchise, grant, license, or permit issued by any such Governmental Authority,

defects or irregularities arising out of lack of authorization with respect to documents executed by (i) an officer or director presumed under applicable Law to have such authority or (ii) other Persons presumed under applicable Law to have such authority (unless Corporation provides evidence that such action was not authorized and results in or is reasonably likely to result in another Person’s superior claim of title to the relevant Asset);

defects or irregularities that have been cured or remedied by applicable statutes of limitation prior to Closing;

any Liens, defects, burdens or irregularities applicable to, arising with respect to or otherwise affecting any depth or formation other than the applicable Target Formation(s);

any matter waived in writing by Corporation or that is deemed to have been waived by Corporation pursuant to the terms of Section 8;

all Liens or defects that are released or cured prior to or at Closing;

conventional rights of reassignment obligating Contributor to reassign its interest in any portion of a Property to a Third Party upon final intention to abandon or release such Property;

defects based on or arising out of the failure of a Lease to hold after the Closing Date a specified number of Net Mineral Acres after the primary term of such Lease has expired;

defects based on or arising out of the failure of Contributor to enter into, be party to, or be bound by, pooling provisions or any pooling agreement, production sharing agreement, production handling agreement or similar agreement with respect to any horizontal Well that crosses more than one Lease or tract, provided such provisions or agreements do not operate to individually or in the aggregate:

reduce Contributor’s Net Revenue Interest in a Lease for the applicable Target Formation(s) to an amount less than the Net Revenue Interest set forth on Exhibit A-1 for such Lease;

reduce Contributor’s Net Revenue Interest in a Well for the applicable Target Formation(s) to an amount less than the Net Revenue Interest set forth on Exhibit B for such Well;

increase Contributor’s Working Interest in a Lease for the applicable Target Formation(s) to an amount greater than the Working Interest set forth on Exhibit A-1 for such Lease (except to the extent the Net Revenue Interest in such Lease for such Target Formation(s) is greater than the Net Revenue Interest set forth on Exhibit A-1 in the same or greater proportion as any increase in such Working Interest);

increase Contributor’s Working Interest in a Well for the applicable Target Formation(s) to an amount greater than the Working Interest set forth on Exhibit B for such Well (except to the extent the Net Revenue Interest in such Well for such Target Formation(s) is greater than the Net Revenue Interest set forth on Exhibit B in the same or greater proportion as any increase in such Working Interest);

result in the amount of Net Mineral Acres covered by or attributable to Contributor’s interest in such Lease for the applicable Target Formation(s) to be less than the amount of Net Mineral Acres set forth for such Lease on Exhibit A-1; or

with respect to Contracts only, materially interfere with the ownership, operation or use of the Assets as currently owned, operated or used;

any other defects, irregularities and Liens affecting any of the Assets (except for any defects, irregularities or Liens which are liquidated in amount or secure any unpaid amounts owed to a Third Party) to the extent they do not, individually or in the aggregate, operate to:

reduce Contributor’s Net Revenue Interest in a Lease for the applicable Target Formation(s) to an amount less than the Net Revenue Interest set forth on Exhibit A-1 for such Lease;

reduce Contributor’s Net Revenue Interest in a Well for the applicable Target Formation(s) to an amount less than the Net Revenue Interest set forth on Exhibit B for such Well;

increase Contributor’s Working Interest in a Lease for the applicable Target Formation(s) to an amount greater than the Working Interest set forth on Exhibit A-1 for such Lease (except to the extent the Net Revenue Interest in such Lease for such Target Formation(s) is greater than the Net Revenue Interest set forth on Exhibit A-1 in the same or greater proportion as any increase in such Working Interest);

increase Contributor’s Working Interest in a Well for the applicable Target Formation(s) to an amount greater than the Working Interest set forth on Exhibit B for such Well (except to the extent the Net Revenue Interest in such Well for such Target Formation(s) is greater than the Net Revenue Interest set forth on Exhibit B in the same or greater proportion as any increase in such Working Interest);

result in the amount of Net Mineral Acres covered by or attributable to Contributor’s interest in such Lease for the applicable Target Formation(s) to be less than the amount of Net Mineral Acres set forth for such Lease on Exhibit A-1; or

with respect to Contracts only, materially interfere with the ownership, operation or use of the Assets as currently owned, operated or used; and

the terms and conditions of this Agreement and any other agreement, document or instrument to be delivered hereunder or in connection herewith.

(i) any Production Taxes for which Contributor or its Affiliates are liable in accordance with Section 6.7, (ii) all income, capital gains, margin, franchise and similar Taxes imposed on Contributor, any of its direct or indirect owners or Affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (iii) any Taxes assessed against or with respect to the Excluded Assets, and (iv) any Taxes attributable to the ownership or operation of the Assets (or the production of Hydrocarbons therefrom) for any Tax period (or portion thereof) ending before the Effective Date (the “Tax Retained Obligations”);

any Excluded Assets;

personal injury or death or property damage attributable to Contributor’s or its Affiliates ownership, operation or use of any Asset prior to the Closing Date;

any transportation or disposal (or arrangement therefor) off-site of Hazardous Materials by or on behalf of Contributor or its Affiliates and arising from or relating to any Asset prior to the Closing Date;

any accounting, failure to pay, underpayment, mis-payment, non-payment, or incorrect payment to any royalty owner, overriding royalty owner, wellbore-interest owner, working-interest owner, net-profits-interest owner or other interest holder or otherwise with respect to any Burden, or escheat obligations, by Contributor or its Affiliates with respect to any Asset attributable to periods prior to the Effective Date;

any claims (i) by Contributor’s or any of its Affiliates’ employees with respect to the employment relationship between Contributor or its Affiliates and such employees, or (ii) with respect to employee benefit plans of Contributor or its Affiliates, in either case, attributable to the ownership, operation or use of any Asset prior to the Closing Date;

any civil or administrative fines or penalties or criminal sections levied by any Governmental Authority against Contributor or any of its Affiliates that arise as a result of any violation by Contributor or its Affiliates with respect to the Assets of any Laws prior to the Closing;

any Debt Contracts or Hedging Contracts; and

all Legal Proceedings pending as of the Execution Date before any Governmental Authority with respect to the ownership or operation of the Properties, to the extent such Legal Proceedings are set forth on Schedule 5.1(f) or should have been set forth on Schedule 5.1(f).

increase Contributor’s Net Revenue Interest in a Lease for an applicable Target Formation above that shown on Exhibit A-1 without causing a greater than proportionate increase in Contributor’s Working Interest in such Lease for such Target Formation above that shown on Exhibit A-1;

increase Contributor’s Net Revenue Interest in a Well for an applicable Target Formation above that shown on Exhibit B without causing a greater than proportionate increase in Contributor’s Working Interest in such Well for such Target Formation above that shown on Exhibit B; or

increase in the amount of Net Mineral Acres covered by or attributable to Contributor’s interest in a Lease for an applicable Target Formation above that shown on Exhibit A-1 (disregarding any such increase under Clause (c) of the definition of Net Mineral Acres).

defects based on a gap in Contributor’s chain of title in the applicable federal, state, or county records, unless such gap is affirmatively shown to exist in such records by an abstract of title, title opinion, or landman’s title chain which documents shall be included in a Defect Notice;

defects based upon the failure to record any Lease issued by any Governmental Authority (or associated Lease memorandum), or any assignments of interests in such Leases in any applicable county records, provided that the public records of the applicable Governmental Authorities reflect Contributor as the owner of such Lease;

defects based on the failure to recite marital status in a document or omission of successors or heirship or estate proceedings, unless Corporation provides affirmative evidence that such failure has resulted in, or is reasonably likely to result in, another Person’s superior claim of title;

any Lien or loss of title resulting from Contributor’s conduct of business in compliance with this Agreement;

defects based upon (i) the exercise of any Preferential Purchase Rights or failure to obtain any Required Consents, in each case, to the extent set forth on the applicable disclosure schedules attached to this Agreement, subject to compliance with Sections 7.2 and 7.3, (ii) the expiration of any Lease in accordance with its terms if, prior to Closing and in accordance with the terms of this Agreement, (x) Contributor obtains a Replacement Lease for such Lease or (y) Contributor extends or renews the term of such Lease or (iii) with respect to any New Lease, the lack of any Hydrocarbon lease covering the lands described on Exhibit A-1 for such New Lease if, prior to Closing and in accordance with the terms of this Agreement, Contributor enters into a Hydrocarbon lease covering the lands described on Exhibit A-1 for such New Lease which satisfied the Hydrocarbon Lease Standards (or for which Corporation waived, in writing, the Hydrocarbon Lease Standards);

defects arising from any prior oil and gas lease relating to the lands covered by a Lease (or any Target Formation thereunder) not being surrendered of record, unless Corporation provides affirmative evidence that such prior oil and gas lease is still in effect as to such lands covered by such Lease (or any applicable Target Formation thereunder) and results in, or is reasonably expected to result in, another Person’s superior claim of title to the relevant Lease or Well;

defects that affect only which Person has the right to receive royalty payments (rather than the amount or the proper payment of such royalty payment);

defects based solely on: (i) lack of information in Contributor’s files or access thereto; or (ii) references to an unrecorded document(s) if such document is dated earlier than January 1, 1960 and is not in Contributor’s files;

defects based on the existence of an ownership interest that causes a reduction in the Net Revenue Interest or Net Mineral Acres of Contributor below that shown on Exhibit A-1 (with respect to any Lease) or Exhibit B (with respect to any Well) if Contributor provides written evidence that the holder of such ownership interest or its Affiliate has acknowledged or agreed in writing (including in any Contract or other agreement) that such ownership interest does not cause such reduction;

defects arising out of lack of survey, unless a survey is expressly required by applicable Laws;

defects arising from any change in applicable Law after the Execution Date; and

defects or irregularities resulting from or related to probate proceedings or the lack thereof, which defects or irregularities have been outstanding for seven and one-half (7.5) years or more, unless Corporation provides affirmative evidence that such failure has resulted in, or is reasonably likely to result in, another Person’s superior claim of title.

Lease that is burdened with the obligation to bear and pay costs and expenses of maintenance, development and operations on or in connection with such Lease, but without regard to the effect of any Burdens; and

Well that is burdened with the obligation to bear and pay costs and expenses of maintenance, development and operations on or in connection with such Well, but without regard to the effect of any Burdens.

Interpretation.

References to the preamble or recitals, or to a “Section”, “Schedule” or “Exhibit”, means the preamble or recitals, or a Section, Schedule or Exhibit, to this Agreement.

The preamble, recitals, Schedules and Exhibits form a part of this Agreement.

References to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are references to this Agreement and not to any particular Section, Schedule or Exhibit.

References to a Party or Person include references to such Party’s or Person’s successors or assigns (immediate or otherwise).

Unless the applicable context otherwise requires, words importing the singular include the plural and vice versa.

Words importing gender include the masculine, feminine and neutral genders.

The use of headings is for convenience of reference only and does not affect the construction or interpretation of this Agreement.

The words “include” or “including” mean “including without limitation”.

Unless expressly provided to the contrary, the word “or” is not exclusive.

Any reference to a statutory provision includes any subordinate legislation made from time to time under that provision.

Any reference to a statutory provision includes such provision as from time to time modified or re-enacted or consolidated, whether before, on or after the Execution Date so far as such modification, re-enactment or consolidation applies or is capable of applying to any transactions entered into under this Agreement prior to Closing.

If there is any conflict or inconsistency between a term in the main part of this Agreement and a term in any of the Schedules, Exhibits or other document referred to or otherwise incorporated into this Agreement, the term in the main part of this Agreement will prevail to the extent of such conflict or inconsistency.

CONTRIBUTION

Contribution of Assets.

Consideration.

In consideration for the contribution of the Assets, the Partnership shall issue and deliver to Contributor 4,959,000 Partnership Common Units (the “Consideration”). The Partnership Common Units included in the Consideration shall be deemed to have a Dollar value for purposes hereof equal to the number of Partnership Common Units multiplied by $7.74 (the “Execution Date Per Share Value”) such that, for purposes of this Agreement, the Consideration shall be deemed to be equal to $38,382,660 in value, subject to adjustment (in cash and/or additional Partnership Common Units) in accordance with Section 2.3 and Section 3.5. Notwithstanding anything herein to the contrary, no fractional Partnership Common Units shall be issued or delivered hereunder, and any issuance or deliveries of Partnership Common Units shall be rounded up to the nearest whole number of Partnership Common Units.

Notwithstanding anything herein to the contrary:

with respect to any issuance, delivery or transfer of Partnership Common Units hereunder and any calculations or determinations made hereunder with respect to any Partnership Common Units, such Partnership Common Units shall be deemed to include (in the case of an issuance, delivery or transfer) or apply to (in the case of a calculation or determination) a number of shares of Corporation Series A Preferred Stock equal to the number of such Partnership Common Units divided by 100 such that references to “a corresponding number of shares of Corporation Series A Preferred Stock” are construed accordingly, and, by way of example and without limitation, (A) the issuance, delivery or transfer of Adjustment Securities, Defect Deposit Securities or Indemnity Securities shall be deemed to include such corresponding number of shares of Corporation Series A Preferred Stock and (B) references herein to the “Equity Consideration” shall be deemed to include such corresponding number of shares of Corporation Series A Preferred Stock as the context requires;

at the Closing, (A) Corporation shall issue to Contributor a number of shares of Corporation Series A Preferred Stock equal to the number of Partnership Common Units included in the Equity Consideration divided by 100 (certain of which will, for purposes of clarity, be delivered in accordance with the terms of this Agreement to the Transfer Agent as Indemnity Securities and may be delivered to the Transfer Agent as part of the Defect Deposit Securities, if applicable) and (B) Contributor shall pay to Corporation an amount of cash equal to such number of shares of Corporation Series A Preferred Stock multiplied by the par value for such shares (the “Preferred Stock Payment Amount”); and

following the Closing, (A) if any Partnership Common Units are to be issued and delivered to Contributor hereunder (including any Adjustment Securities issued and delivered to Contributor pursuant to Section 3.5), (I) Corporation shall issue to Contributor a number of shares of Corporation Series A Preferred Stock equal to the number of Partnership Common Units to be so issued and delivered divided by 100 and (II) Contributor shall pay to Corporation an amount of cash equal to such number of shares of Corporation Series A Preferred Stock multiplied by the par value for such shares, and (B) if any Partnership Common Units (together with a corresponding number of shares of Corporation Series A Preferred Stock in accordance with this Section 2.2(b)) are to be transferred from Contributor or the Transfer Agent to Corporation and the Partnership hereunder (including any Adjustment Securities, Defect Deposit Securities or Indemnity Securities that are ultimately transferred to Corporation and the Partnership in accordance with the terms of Section 3.5, Section 10.6 and Section 11.13, respectively), then Corporation shall pay to Contributor an amount of cash equal to the number of shares of Corporation Series A Preferred Stock included therein, multiplied by the par value for such shares.

All shares of Corporation Series A Preferred Stock delivered to Contributor hereunder shall be issued in uncertificated, book-entry form with such issuance confirmed to Contributor by a letter of issuance from the Transfer Agent. All Partnership Common Units delivered to Contributor hereunder shall be issued in accordance with the terms of the A&R LP Agreement.

Adjustments to Consideration.

The Consideration will be adjusted upward by the following amounts (without duplication):

an amount equal to all Operating Expenses that are attributable to the Assets from and after the Effective Date paid or incurred by Contributor or any of its Affiliates, whether paid or incurred before, on or after the Effective Date;

an amount equal to all proceeds, reimbursements, credits and income paid to or received by Corporation or any of its Affiliates that are attributable to the Assets prior to the Effective Date (net of applicable Burdens, processing and transportation costs, and other burdens on Contributor’s share of production not otherwise accounted for hereunder);

the amount of all Production Taxes allocated to the Partnership under Section 6.7 but paid or otherwise economically borne by Contributor or any of its Affiliates;

as complete and final settlement of the Hydrocarbon Inventory and only to the extent that the proceeds therefor have not been received by Contributor, an amount equal to (A) the applicable product of the volume of the merchantable Hydrocarbon Inventory in the stock tanks (other than tank bottoms) or in the pipelines, in each case, above the applicable load line or pipeline connection; multiplied by the contract price for such Hydrocarbon Inventory in effect as of the Effective Date (“Hydrocarbon Inventory Contract Price”) less (B) any applicable (1) Burdens and (2) any actual out-of-pocket costs arising from or attributable to the post-production marketing of such Hydrocarbon Inventory (including any gathering, compression, storage, processing, treatment, and transportation expenses and marketing fees for such Hydrocarbon Inventory); provided, however, that, if no contract price exists for such Hydrocarbon Inventory, then the Hydrocarbon Inventory Contract Price shall be:

$3.30/Mcf for gaseous Hydrocarbons;

$36.00/Bbl for crude oil; and

$4.50/Bbl for liquid Hydrocarbons other than crude oil;

to the extent that Contributor is underproduced with respect to net Well Imbalances as of the Effective Date, as complete and final settlement of all such Well Imbalances attributable to the Assets for which an adjustment occurs under this Clause (v), an amount equal to the product of such underproduced volumes multiplied by:

$3.30/Mcf for gaseous Hydrocarbons;

$36.00/Bbl for crude oil; and

$4.50/Bbl for liquid Hydrocarbons other than crude oil;

to the extent that Contributor has overdelivered any Hydrocarbons as of the Effective Date with respect to net Pipeline Imbalances, as complete and final settlement of all such Pipeline Imbalances attributable to the Assets for which an adjustment occurs under this Clause (vi), an amount equal to the product of such overdelivered volumes multiplied by:

$3.30/Mcf for gaseous Hydrocarbons;

$36.00/Bbl for crude oil; and

$4.50/Bbl for liquid Hydrocarbons other than crude oil;

an amount equal to $40,000 per month (pro-rated on a daily basis for any partial month) as an agreed reimbursement in lieu of any general and administrative overhead for the period from and after the Effective Date to, but excluding, the Closing Date; and

any other upward adjustment to the Consideration provided for elsewhere in this Agreement or otherwise agreed upon by the Parties.

The Consideration will be adjusted downward by the following amounts (without duplication):

an amount equal to all proceeds, reimbursements, credits and income paid to or received by Contributor that are attributable to the Assets from and after the Effective Date (net of applicable Burdens, processing and transportation costs, and other burdens on Contributor’s (or Corporation’s, as Contributor’s successor-in-interest) share of production not otherwise accounted for hereunder);

the Defect Deposit Amount as determined in accordance with the provisions of Section 8 and Section 9, if any;

all downward adjustments regarding any agreed upon and final Title Defects, as determined in accordance with the provisions of Section 8 (and, for purposes of clarity, subject to Section 10);

all downward adjustments regarding any agreed upon and final Environmental Liabilities, as determined in accordance with the provisions of Section 9 (and, for purposes of clarity, subject to Section 10);

an amount equal to the aggregate Allocated Values of any Excluded Assets excluded from the Assets to be acquired by Corporation at Closing pursuant to Section 7, Section 8 or Section 9;

an amount equal to all cash in suspense accounts in respect of the Assets;

the amount of all Production Taxes allocated to Contributor under Section 6.7 but paid or otherwise economically borne by Corporation or any of its Affiliates;

to the extent that Contributor is overproduced with respect to net Well Imbalances as of the Effective Date and as set forth on Schedule 5.1(n), as complete and final settlement of all such Well Imbalances attributable to the Assets for which an adjustment occurs under this Clause (viii), an amount equal to the product of such overproduced volumes multiplied by:

$3.30/Mcf for gaseous Hydrocarbons;

$36.00/Bbl for crude oil; and

$4.50/Bbl for liquid Hydrocarbons other than crude oil;

to the extent that Contributor has underdelivered any Hydrocarbons as of the Effective Date and as set forth on Schedule 5.1(n) with respect to net Pipeline Imbalances, as complete and final settlement of all such Pipeline Imbalances attributable to the Assets for which an adjustment occurs under this Clause (ix), an amount equal to the product of such underdelivered volumes multiplied by:

$3.30/Mcf for gaseous Hydrocarbons;

$36.00/Bbl for crude oil; and

$4.50/Bbl for liquid Hydrocarbons other than crude oil;

subject to Section 6.11(c), an amount equal to all Operating Expenses paid or incurred by Corporation that are attributable to the Assets and to the period prior to the Effective Date; and

any other downward adjustment to the Consideration provided for elsewhere in this Agreement or otherwise agreed upon by the Parties.

“Earned” and “incurred”, as used in this Agreement, shall be interpreted in accordance with GAAP and Council of Petroleum Accountants Society (“COPAS”) standards, subject to the following sentence. The determination of whether costs and/or expenses are attributable to the period before or after the Effective Date for purposes of the adjustments provided for in this Section 2.3 is based on when services are rendered, when the goods are delivered or when the work is performed. For clarification, the date an item or work is ordered is not the date of a transaction for settlement purposes hereunder, but rather the date on which the item ordered is delivered to the job site, or the date on which the work ordered is performed, is the relevant date. For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), (i) liquid Hydrocarbons are deemed to be “from or attributable to” the applicable Lease, Unit or Well when

Closing Statement.

Transfer Agent.

Withholding.

CLOSING

Closing.

Effective Date.

Corporation Deliverables.

a number of Partnership Common Units equal to the Closing Amount (together with a corresponding number of shares of Corporation Series A Preferred Stock applicable to such Partnership Common Units in accordance with Section 2.2(b)) in accordance with Section 2.2;

an officer’s certificate of Corporation, dated as of the Closing Date, confirming the satisfaction of the conditions set forth in Section 12.2(a) and Section 12.2(b), and which attests to the resolutions of Corporation that authorizes the execution, delivery and performance of this Agreement and any Transaction Document;

a Corporation executed Settlement Statement;

Corporation executed and duly notarized (if applicable) Assignments, in sufficient duplicate originals to allow recording in all applicable jurisdictions and offices;

any Corporation executed and duly notarized (if applicable) Governmental Transfer Forms, if applicable, in sufficient duplicate originals to allow recording in all applicable jurisdictions and offices;

a Corporation executed Investor Rights Agreement;

a Corporation and General Partner executed A&R LP Agreement;

a Corporation and Partnership executed Interest Assignment Agreement;

a copy of the Certificate of Designation file stamped by the State Corporation Commission of the Commonwealth of Virginia evidencing that the same has been accepted for filing and filed with the State Corporation Commission of the Commission of the Commonwealth of Virginia;

(i) a certificate of Corporation’s Secretary, dated as of the Closing Date, certifying (A) the Corporation Charter and the Corporation Bylaws, as then in effect and attached thereto, including, in the case of the Corporation Bylaws, the amendment contemplated by Section 3.3(k), (B) the resolutions adopted by the Board of Directors (I) authorizing the transactions contemplated hereby and (II) increasing the size of the Board of Directors from four to nine and filling five of the vacancies caused by such increase with individuals designated by the Permitted Series A Owners (as defined in the Certificate of Designation) and (II) as to the signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of Corporation, and (i) a certificate executed by an authorized officer of the General Partner and dated as of the Closing Date, certifying (A) the Partnership’s and the General Partner’s respective Organizational Documents, as then in effect and attached thereto, (B) the resolutions adopted by the General Partner authorizing the transactions contemplated hereby and (C) as to the signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of the Partnership;

an amendment to the Corporation Bylaws deleting Section 3.12(b) thereof in its entirety;

copies of the applicable instruments file stamped by the appropriate Governmental Authorities evidencing the Conversions, at least one day prior to the Closing Date; and

any Adjustment Cash Payment owed at Closing, if applicable.

Contributor Deliverables.

an officer’s certificate of Contributor, dated as of the Closing Date, confirming the satisfaction of the conditions set forth in Section 12.1(a) and Section 12.1(b), and which attests to the resolutions of Contributor that authorizes the execution, delivery and performance of this Agreement and any Transaction Document;

(i) appropriate change of operator forms satisfying the applicable requirements of Governmental Authorities designating Corporation as operator of the Assets operated by Contributor or any of its Affiliates prior to Closing and (ii) resignation of operator notices, prepared by Contributor and reasonably acceptable to Corporation, duly executed by Contributor or such Affiliate, as applicable;

a validly executed IRS Form W-9 from Contributor;

Contributor executed and duly notarized (if applicable) Assignments, in sufficient duplicate originals to allow recording in all applicable jurisdictions and offices;

a Contributor executed Settlement Statement;

any applicable Contributor executed and duly notarized (if applicable) Governmental Transfer Forms, if applicable, in sufficient duplicate originals to allow recording in all applicable jurisdictions and offices;

letters-in-lieu of transfer orders with respect to the Properties duly executed by Contributor, substantially in the form attached hereto as Exhibit F;

recordable releases of any deed of trust, mortgages, financing statements, pledges, fixture filings and security agreements made by Contributor or its Affiliates affecting or burdening any of the Assets, in form and substance reasonably acceptable to Corporation in sufficient counterparts for recordation in each of the counties or parishes in which the Assets are located or other applicable jurisdiction;

a certification of non-foreign status of Contributor (or its regarded owner if Contributor is disregarded as separate from its owner for U.S. federal income Tax purposes) executed by the appropriate Person and meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2) in form and substance reasonably acceptable to Corporation;

a Contributor and JSTX executed Investor Rights Agreement;

a Contributor and JSTX executed A&R LP Agreement;

the Preferred Stock Payment Amount in cash by wire transfer of immediately available funds to an account designated in advance of the Closing Date by Corporation; and

a power of attorney executed by Contributor, in form and substance reasonably acceptable to Corporation and the Transfer Agent, which will become revocable upon satisfaction of the amounts due and owing under the Final Settlement Statement.

Post-Closing Adjustment.

Revised Settlement Statement. On or before the date that is 90 days after the Closing Date, Contributor shall prepare and deliver to Corporation a revised Settlement Statement (the “Revised Settlement Statement”) setting forth the revised Closing Amount and its determination of each adjustment to the Consideration necessary to determine any revisions to the Closing Amount and showing the calculation of such adjustments in accordance with Section 2.3. Contributor shall provide to Corporation such data and information as Corporation may reasonably request supporting the amounts reflected on the Revised Settlement Statement to permit Corporation and its Representatives to perform or cause to be performed an audit of the Revised Settlement Statement, at Corporation’s expense (to the extent such data and information is in the possession or control of the Contributor). Corporation will have 45 days from the date of receipt of the Revised Settlement Statement (such date the “Revised Settlement Date”) to provide Contributor with Notice of Corporation’s disagreement (the “Disagreement Notice”) with the Revised Settlement Statement, such Disagreement Notice to specify in reasonable detail the Dollar amount, nature, and basis (to the extent known to Corporation) of any such disagreement, along with data and information (to the extent available to Corporation) which reasonably substantiates such disagreement. Should Corporation not timely deliver a Disagreement Notice, or should Corporation execute and deliver to Contributor a Corporation countersigned Revised Settlement Statement, then the Revised Settlement Statement shall be deemed the Final Settlement Statement, and shall be final and binding on the Parties.

Settlement Statement Dispute. Should Corporation timely deliver a Disagreement Notice, then the Parties will, in good faith, use their commercially reasonable efforts for a period of 45 days following Contributor’s receipt of the Disagreement Notice to resolve the disagreements specified in the Disagreement Notice and agree and execute the Final Settlement Statement. If at the end of such 45-day period, the Parties have not reached agreement on all such disagreements, any Party may submit the matters that remain in disagreement (and only such matters) to the Settlement Statement Arbitrator (with a copy thereof to the other Party on the same day) for resolution (such submissions, each a “Settlement Statement Submission”). The Settlement Statement Arbitrator will set a hearing date, which may be no earlier than 30 days and no later than 60 days from the date the Settlement Statement Arbitrator received the first Settlement Statement Submission. Each Party shall, no later than seven Business Days prior to the

Final Settlement Statement. If the amount of the Closing Amount set forth on the Final Settlement Statement exceeds the Closing Amount set forth in the Settlement Statement, then, within 10 Business Days after the Final Settlement Date, (i) Corporation and the Partnership shall issue and deliver to Contributor a number of Adjustment Securities (calculated in accordance with Section 2.3) equal to the amount by which the Closing Amount set forth on the Final Settlement Statement exceeds the Closing Amount set forth in the Settlement Statement (provided, that such number of Adjustment Securities to be issued and delivered, together with any Adjustment Securities issued in excess of the Consideration on the Closing Date pursuant to Section 2.3, shall not exceed 495,900 Adjustment Securities in the aggregate) and (ii) if the amount that the Closing Amount set forth on the Final Settlement Statement exceeds the Closing Amount set forth in the Settlement Statement results in an aggregate dollar value of increases to the Consideration pursuant to Section 2.3 or this Section 3.5 in excess of the Maximum Adjustment

REPRESENTATIONS AND WARRANTIES OF CORPORATION

Representations.

Organization, Existence and Qualification. Corporation is a corporation duly formed, validly existing and in good standing under the Laws of the State of Virginia. Each of the Partnership and the General Partner is duly organized, validly existing and in good standing under the Laws of the State of Delaware.

Authorization; Enforceability. Each of Corporation and the Partnership has full corporate power and limited partnership, as applicable, and authority to execute and deliver this Agreement and all Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. Except for obtaining the Requisite Shareholder Approval, the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party, and the performance of the Transaction, have been duly and validly authorized by each of Corporation and the Partnership, and, except for obtaining the Requisite Shareholder Approval, no other proceeding on the part of Corporation or the Partnership is necessary to authorize the execution, delivery or performance of this Agreement or such Transaction Documents or the performance of the Transaction. This Agreement has been duly and validly executed and delivered by Corporation and the Partnership (and all Transaction Documents required hereunder to be

No Conflict. Except, in the case of Clauses (i) and (iii), as would not reasonably be expected to prevent, impede, or materially delay the ability of Corporation or the Partnership to enter into and perform its obligations under this Agreement or any Transaction Document to which it is a party and except for any Customary Post-Closing Consents, none of the execution, delivery or performance of this Agreement or such Transaction Documents by Corporation or the Partnership, or the consummation of the Transaction by Corporation or the Partnership, do or shall, subject to obtaining the Requisite Shareholder Approval:

violate any Law or Order applicable to Corporation or the Partnership;

violate any Organizational Document of Corporation or the Partnership; or

result in the breach or default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture, or other financing instrument to which Corporation or the Partnership is a party.

No Consents. Except for any Customary Post-Closing Consents and any Required Corporate Approvals, the execution and delivery of this Agreement and the Transaction Documents by Corporation and the Partnership and the consummation of the Transaction by Corporation and the Partnership do not and shall not require any filing with or permit, consent, authorization or approval of, or the giving of any notice to, any Person.

Issuance of the Partnership Common Units and Corporation Series A Preferred Stock. The Partnership Common Units have been duly authorized and, when such Partnership Common Units have been issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid (to the extent required under the A&R LP Agreement) and nonassessable (except as such non-assessability may be affected by Sections 17-303(a), 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act, as amended) and free and clear of all Liens (other than (i) Liens created by Contributor or any of its Affiliates and (ii) transfer restrictions under applicable securities Laws and the A&R LP Agreement). The shares of Corporation Series A Preferred Stock have been duly authorized and, when such shares of Corporation Series A Preferred Stock have been issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens (other than (A) Liens created by Contributor or any of its Affiliates and (B) transfer restrictions under applicable securities Laws, the Investor Rights Agreement and the Certificate of Designation).

Registration and Transfer Requirements. The Corporation Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on the Nasdaq, and Corporation has not taken (and, to the Knowledge of Corporation, no Person has taken) any action designed to, or which to the Knowledge of Corporation, is likely to have the effect of, terminating the registration of the Corporation Common Stock under the Exchange Act nor has Corporation received any notification that the Commission is contemplating terminating (or seeking to terminate) such registration or listing.

No Integrated Offering. Assuming the accuracy of Contributor’s representations and warranties set forth in Section 5.1, neither Corporation, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the issuance of the Partnership Common Units and Corporation Series A Preferred Stock to be integrated with prior offerings by Corporation for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable stockholder approval provisions of the Nasdaq.

No General Solicitation. Neither the Partnership nor any Person acting on behalf of the Partnership has offered or sold any of the Partnership Common Units by any form of general solicitation or general advertising (as those terms are used in Regulation D promulgated under the Securities Act). Neither Corporation nor any Person acting on behalf of Corporation has offered or sold any of the Corporation Series A Preferred Stock by any form of general solicitation or general advertising (as those terms are used in Regulation D promulgated under the Securities Act).

Litigation. Except as would not reasonably be expected to prevent, impede, or materially delay the ability of Corporation or the Partnership to enter into and perform its obligations under this Agreement or any Transaction Document to which Corporation or the Partnership is a party:

neither Corporation nor the Partnership is subject to any outstanding Order; and

neither Corporation nor the Partnership is a party to, nor, to Corporation’s Knowledge threatened by, any Legal Proceeding.

Brokers’ Fees. Corporation and its Affiliates have not entered into any Contract or incurred any liability, contingent or otherwise, with any Person that would require the payment by Contributor or any of its Affiliates of any brokerage fee, finders’ fee, or other commission in connection with the Transaction.

Financial Ability. Except for obtaining the Requisite Shareholder Approval and the issuance of the Equity Consideration to Contributor pursuant to this Agreement, Corporation’s and the Partnership’s respective ability to consummate the Transaction is not contingent upon its ability to secure any other financing or to arrange any other public or private placement of securities prior to or upon the occurrence of Closing.

Bankruptcy. Neither Corporation nor the Partnership has not instituted and is not subject to or, to Corporation’s Knowledge, threatened by any Bankruptcy Proceeding.

Regulatory. Corporation is qualified per applicable Law to own the Assets in all jurisdictions where the Assets are located, and the consummation of the Transaction will not cause Corporation to be disqualified as such an owner.

Independent Evaluation. Corporation is sophisticated in the evaluation, purchase, ownership and operation of oil and gas properties and related facilities. Except to the extent of Contributor’s express representations and warranties in Article 5 and the special warranty of Defensible Title contained in the Assignment, in making its decision to enter into this Agreement and consummate the Transaction and except for Fraud, Corporation:

has relied or shall rely solely on (and shall be deemed for all purposes of this Agreement to have relied solely on) its own independent investigation and evaluation of the Assets and the advice of its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and the express representations and warranties made by Contributor in this Agreement and the Transaction Documents and not on any comments, statements, projections or other materials made or given by any representatives or consultants or advisors of Contributor; and

as of the Closing Date, has satisfied itself through this Agreement, the Transaction Documents and its own due diligence as to the environmental and physical condition of and contractual arrangements and all other matters affecting or relating to the Assets, and, upon the Closing, Corporation will accept the Assets in their present condition, “as is, where is” and with all faults.

Information Supplied. None of the information supplied or to be supplied in writing by Corporation for inclusion or incorporation by reference in the Proxy Statement will, at the time it is first filed with the Commission, amended or supplemented or first published, distributed or disseminated to the Corporation Shareholders, or first published, distributed or disseminated to the Corporation Shareholders, or as of the time of the Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation is made by Corporation with respect to statements made or incorporated by reference therein based on information supplied by Contributor or its Affiliates for inclusion or incorporation by reference therein.

Capital Structure.

The authorized capital stock of Corporation consists of 45,000,000 shares of Corporation Common Stock, and 5,000,000 shares of preferred stock, par value $0.01 per share (the “Corporation Preferred Stock”). At the close of business on October 30, 2020, (A) 15,200,435 shares of Corporation Common Stock were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by Corporation, (B) zero shares of Corporation Preferred Stock were issued and outstanding, and (C) 1,424,600 shares of Corporation Common Stock were reserved and available for issuance pursuant to the Corporation Stock Plans, of which (1) 319,280 shares were issuable upon settlement of outstanding Corporation RSU Awards, and (2) 373,190 shares were issuable upon settlement of outstanding Corporation PSU Awards (assuming maximum levels of performance are achieved). Except as set forth in this Section 4.1(p)(i), at the close of business on October 30, 2020, no shares of capital stock or voting securities of, or other equity interests in, Corporation were issued, reserved for issuance or outstanding. From the close of business on October 30, 2020, to the Execution Date, there have been no issuances by Corporation of shares of capital stock or voting securities of, or other equity interests in Corporation, other than the issuance of shares of Corporation Common Stock upon the settlement of the Corporation RSU Awards and Corporation PSU Awards, in each case outstanding at the close of business on October 30, 2020 and disclosed in Section 3.1(d)(i) of the Corporation Disclosure Letter, and in accordance with their terms in effect at such time.

All outstanding shares of Corporation Capital Stock are, and all shares of Corporation Capital Stock that may be issued upon the settlement of Corporation RSU Awards and Corporation PSU Awards will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the VSCA, any Organizational Document of Corporation or any Contract to which the Corporation or any Subsidiary of Corporation is a party or otherwise bound (including the Corporation Stock Plans). Except as set forth above in this Section 4.1(p), there are not issued, reserved for issuance or outstanding, and there are no outstanding obligations of the Corporation or any Subsidiary of Corporation to issue, deliver or sell, or cause to be issued, delivered or sold, (A) any capital stock or voting securities of, or other equity interests in, Corporation or any Subsidiary of Corporation or any securities of Corporation or any Subsidiary of Corporation convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in,

Corporation Subsidiaries.

All the outstanding shares of capital stock or voting securities of, or other equity interests in, each of Corporation’s Subsidiaries, including the Partnership and the General Partner (collectively, the “Corporation Subsidiaries”), including the Partnership Common Units, have been validly issued and are fully paid and nonassessable and are (other than qualifying shares and shares held by natural persons pursuant to requirements of Law of non-U.S. jurisdictions) wholly owned by Corporation (directly or indirectly through or with one or more Corporation Subsidiaries), free and clear of all Liens, and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by

Except for the capital stock and voting securities of, and other equity interests in, the Corporation Subsidiaries, neither Corporation nor any Corporation Subsidiary owns, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity other than ordinary course investments in publicly traded securities constituting one percent or less of a class of outstanding securities of any entity.

Taxes. At all times since formation, the Partnership has been treated for U.S. federal income tax purposes as either a partnership or an entity disregarded as separate from Corporation and has not made any election to be treated as an association taxable as a corporation. Each Subsidiary of the Partnership is currently treated as either a partnership or an entity disregarded as separate from the Partnership for U.S. federal income tax purposes.

Absence of Certain Changes or Events.

Since June 30, 2020, there has not occurred any Corporation Material Adverse Effect or any fact, circumstance, effect, change, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Corporation Material Adverse Effect.

From June 30, 2020 to the Execution Date, (A) each of Corporation and each Subsidiary of Corporation has conducted its respective business in the ordinary course in all material respects, except for commercially reasonable actions taken outside the ordinary course in response to material changes in commodity prices or the coronavirus disease of 2019 pandemic that did not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or

No Warranty. Corporation acknowledges that, except as expressly provided for otherwise in this Agreement, or in the Assignment, Contributor has not made any representation or warranty, express or implied, at common Law, by statute, or otherwise, relating to the title or condition (whether environmental or otherwise) of the Assets, including any implied or express warranty of merchantability, of fitness for any particular purpose, or of conforming to models or samples of materials as to any personal property, fixtures, or structures conveyed pursuant to this Agreement.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR

Representations.

Organization, Existence and Qualification. Contributor is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware, and Contributor is duly qualified to do business and in good standing in the State of Texas. Contributor has all requisite limited liability company power and authority to own, lease and operate its assets (including the Assets) and to carry on its business as now conducted.

Authorization; Enforceability. Contributor has full limited liability company power and authority to execute and deliver this Agreement and all Transaction Documents to which Contributor is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Documents to which Contributor is a party, and the performance of the Transaction, have been duly and validly authorized by Contributor, and no other proceeding on the part of Contributor is necessary to authorize the execution, delivery or performance of this Agreement or such Transaction Documents or the performance of the Transaction. This Agreement have been duly and validly executed and delivered by Contributor (and all Transaction Documents required hereunder to be executed and delivered by Contributor at the Closing will be duly

No Conflicts. Subject to the giving of notice to Third Parties and the receipt of all consents, waivers and approvals from Third Parties (including Customary Post-Closing Consents and the Required Consents set forth on Schedule 5.1(d)) and the Preferential Purchase Rights set forth on Schedule 5.1(d), in each case, in connection with the Transaction, none of the execution, delivery or performance of this Agreement or any Transaction Documents by Contributor or the consummation of the Transaction by Contributor do or shall:

violate any Law or Order applicable to Contributor or the Assets;

violate any Organizational Document of Contributor; or

result in the breach or default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any note, bond, mortgage, indenture, or other financing instrument to which Contributor is a party, or any Material Contract to which Contributor is a party,

No Consents. Except for any Customary Post-Closing Consents, the Required Consents set forth on Schedule 5.1(d) and the Preferential Purchase Rights set forth on Schedule 5.1(d), (i) there are no Consents that Contributor is required to obtain in connection with the execution, delivery or performance of this Agreement or any Transaction Documents by Contributor or the consummation of the Transaction by Contributor and (ii) there is no Preferential Purchase Right applicable to Contributor.

No Liens Created. Subject to the giving of notice to Third Parties and the receipt of all consents, waivers and approvals from Third Parties (including Customary Post-Closing Consents and the Required Consents set forth on Schedule 5.1(d)) and the Preferential Purchase Rights set forth on Schedule 5.1(d), in each case, in connection with the Transaction, none of the execution, delivery or performance of this Agreement or any Transaction Documents by Contributor or the consummation of the Transaction by Contributor do or shall result in the creation of any Liens upon one or more of the Assets (other than Permitted Encumbrances or any Liens created by Corporation or its Affiliates whether under this Agreement, any Transaction Document or otherwise).

Litigation. Except as set forth on Schedule 5.1(f):

none of Contributor or any of its Affiliates is subject to any outstanding Order in relation to the Assets or the execution, delivery or performance of this Agreement or any Transaction Document;

none of the Assets is subject to any outstanding Order;

none of Contributor or any of its Affiliates is a party to any pending, or to Contributor’s Knowledge threatened in writing, Legal Proceeding in relation to the Assets; and

neither Contributor nor any of its Affiliates have received written notice of any threatened or pending claim or Legal Proceeding with respect to the Assets.

Taxes. Except as set forth on Schedule 5.1(g):

all material Tax Returns required to be filed with respect to Production Taxes have been duly and timely filed (taking into account extensions of time to file) and are true and correct in all material respects, and all material Production Taxes that have become due and payable (whether or not shown as due and payable on any Tax Returns) have been timely and properly paid;

all material Taxes required to be deducted or withheld with respect to the Assets have been duly and timely deducted or withheld and remitted to the appropriate Taxing authority in accordance with applicable Law in all material respects;

there are no Liens for Taxes on any of the Assets, other than statutory liens for current Taxes not yet due;

there is no claim pending by any Governmental Authority in connection with any Tax or any Tax Return described in Section 5.1(g)(i) and no such claim has been threatened in writing;

no deficiency with respect to material Production Taxes has been proposed, asserted or assessed in writing that has not been fully paid, abated or otherwise resolved;

no Tax Return described in Section 5.1(g)(i) is under or subject to any Tax Audit;

no claim has been made by any Taxing authority in any jurisdiction in which the Contributor does not file Tax Returns with respect to the Assets that any Tax Return is required to be filed or any Taxes are required to be paid in such jurisdiction with respect to the Assets;

there is not currently in effect any extension or waiver of any statute of limitations regarding the assessment or collection of any Production Taxes or the filing of any Tax Return with respect to any Production Taxes; and

none of the Assets are subject to tax partnership reporting requirements under applicable provisions of the Code or applicable state or local Law.

Material Contracts.

All Material Contracts to which Contributor is a party or that are binding on the Assets are set forth on Schedule 5.1(h)(i).

Except as set forth on Schedule 5.1(h)(ii):

All of the letters of credit, cash collateral, guaranties, bonds and other credit support that have been provided by, on behalf of, or for the benefit of, Contributor or any of its Affiliates in connection with any Asset are described in Schedule 5.1(h)(iii).

Copies of all Material Contracts (and any amendments or other modifications thereto) have been made available by Contributor to Corporation prior to the Execution Date.

There are no Hedging Contracts or Debt Contracts that will be binding on the Assets or Corporation (with respect to the Assets) after Closing.

Brokers’ Fees. None of Contributor or any of its Affiliates have entered into any Contract or incurred any liability or obligation, contingent or otherwise, with any Person that would require the payment by Corporation or any of its Affiliates of any brokerage fee, finders’ fee, or other commission in connection with the Transaction.

Bankruptcy. Contributor is solvent, has not instituted and is not subject to or threatened by any Bankruptcy Proceeding or any other proceeding for the settlement of debts, has not made an assignment for the benefit of creditors, has not failed to pay any amount due under any loan, guarantee or security agreement on the due date or within any applicable grace period, and has not defaulted under any other term of any loan, guarantee or security agreement which would allow its holder to accelerate an obligation.

Environmental Matters. Except as set forth on Schedule 5.1(k):

to Contributor’s Knowledge, none of Contributor or any of its Affiliates is subject to any outstanding Order (other than Orders of general application to the oil and gas industry) from, or any agreement with, any Governmental Authority relating to any Environmental Laws in respect of the Assets;

none of Contributor or any of its Affiliates has received any written notice of an Environmental Liability from any Person or violation from a Governmental Authority alleging or involving any noncompliance with any Environmental Law which remains unresolved; and

Contributor has made available to Corporation copies of any Third-Party environmental reports relating to any Asset prepared by or for Contributor or any of its Affiliates.

Compliance with Laws. Contributor and its Affiliates are in compliance with, and the Assets that are operated by Contributor or any of its Affiliates are in compliance with, all applicable Laws (other than Environmental Laws), in all material respects. As of the Execution Date, none of Contributor nor any of its Affiliates has received any written notice from any Governmental Authority alleging or investigating a violation of any applicable Laws (other than Environmental Laws) with respect to the ownership or operation of the Assets.

Commitments. Schedule 5.1(m) sets forth, as of the Execution Date, all AFEs or other capital commitments of Contributor or its Affiliates with respect to the Properties or which are binding on the Properties that have not been completed by the Effective Date.

Imbalances. To Contributor’s Knowledge, Schedule 5.1(n) sets forth all of the Well Imbalances and Pipeline Imbalances associated with the Assets as of the Effective Date or as of the date otherwise specified on Schedule 5.1(n). Except for the Well Imbalances or Pipeline Imbalances associated with the Assets, neither Contributor nor its applicable Affiliates are obligated by virtue of any take-or-pay payment, advance payment or other similar payment to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Assets at some future time without receiving payment therefor at or after the time of delivery.

Suspense Funds; Payments of Royalties and Expenses. Except as set forth on Schedule 5.1(o) (which schedule lists all funds held in suspense with respect to production of Hydrocarbons from any Asset by Contributor or its Affiliates as of the Execution Date and, to Contributor’s Knowledge, the reason they are being held in suspense and the name or names of the Persons claiming such funds or to whom such funds are owed), neither Contributor nor its Affiliates holds any funds in suspense with respect to production of Hydrocarbons from any Asset as of the Effective Date. Contributor has paid or caused to be paid all rentals, delay rentals, shut-in royalties, royalties, overriding royalties and other Burdens and other payments, in each case, due by Contributor under, with respect to or in connection with the ownership or operation of the Assets operated by Contributor or its Affiliates.

Non-Consent Operations. Except as reflected on Exhibit A-1 or Exhibit B, as of the Execution Date, no operations are being conducted or have been conducted with respect to the Assets to which Contributor or any of its Affiliates is a non-consenting or non-participating party under the applicable Contract and with respect to which Contributor (or its applicable Affiliates) rights have not yet received its full participation.

Wells. Exhibit B sets forth the Unit that each Well is located in, if any. Except as set forth on Schedule 5.1(q), Contributor is the designated operator of the Wells. To Contributor’s Knowledge, all Wells drilled by Contributor or its Affiliates have been drilled and completed within the limits permitted by all applicable Leases, Contracts, Laws and Orders. Schedule 5.1(q) sets forth all shut-in, temporarily abandoned or other inactive Wells that are operated by Contributor or any of its Affiliates (and, to Contributor’s Knowledge, that are operated by a Person other than Contributor or any of its Affiliates) (in each case, other than any plugged and abandoned Well) located on the Lands.

Plugging and Abandonment. As of the Execution Date, none of Contributor or any of its Affiliates have received any written notices or demands from any Governmental Authority or other Third Party to plug or abandon any Well. There are no Wells that Contributor or, to Contributor’s Knowledge, the relevant operator thereof is currently obligated to commence plugging and abandonment activities by any applicable Lease, Contract, Law (including Environmental Law) or Order. The plugging and abandonment of any Wells operated by Contributor or its Affiliates has been completed in a manner that complies in all materials respects with all applicable Leases, Contracts, Laws and Orders. To Contributor’s Knowledge, each Well operated by any Person other than Contributor or any of its Affiliates has been plugged and abandoned in accordance with all applicable Leases, Contracts, Laws (including Environmental Laws) and Orders.

Casualty; Condemnation. As of the Execution Date, (i) no fire or other casualty (excluding normal wear and tear) has occurred that has caused any material portion of the Assets to be damaged or destroyed and (ii) there is no actual or, to Contributor’s Knowledge, threatened taking (whether permanent, temporary, whole or partial) of any part of the Assets by reason of condemnation.

Permits. Contributor has obtained and is maintaining in full force and effect all material Permits (excluding any Permit required under any Environmental Law) that are necessary or required by Contributor for its ownership and operation of the Assets as currently owned or operated by Contributor or any of its Affiliates. None of Contributor or any of its Affiliates has received written notice of Contributor’s breach or default under any such material Permit, and to Contributor’s Knowledge (i) there is no violation with respect to any such material Permit, and (ii) there are no Legal Proceedings pending or threatened, that could result in the modification, revocation, termination or suspension of any such material Permit. Notwithstanding the foregoing, Contributor makes no any representation or warranty, express or implied, under this Section 5.1(t) relating to Environmental Laws, Environmental Liabilities or other environmental matters.

Facilities. As of the Execution Date, the Facilities are in good working order and repair in all material respects (excluding normal wear and tear). None of Contributor or any of its Affiliates (i) is a “natural gas company” engaged in the transportation of natural gas in interstate commerce under the Natural Gas Act of 1938, as amended, or has operated, or provided services, using any Asset in a manner that subjects it, any Third-Party operator of any Asset or any future owner of any Asset to the jurisdiction of, or regulation by, the Federal Energy Regulatory Commission (“FERC”) (A) as a natural gas company under the Natural Gas Act of 1938 (other than pursuant to a certificate of limited jurisdiction as described below), or (B) as a common carrier pipeline under the Interstate Commerce Act or (ii) holds any general or limited jurisdiction certificate of public convenience and necessity issued by FERC other than a blanket sale for resale certificate issued by operation of applicable Law or a blanket certificate issued to permit participation in capacity release transactions.

Prohibited Parties. None of Contributor or any of its Affiliates is a Prohibited Party.

Surface Interests. The Surface Interests (together with any surface rights under the Leases) constitute all of the easements, rights-of-way, licenses or authorizations necessary to access, construct, operate, maintain, and repair the Assets in the ordinary course of business, in all material respects. To Contributor’s Knowledge (i) each Surface Interest owned or held by Contributor is legal, valid, binding, enforceable and in full force and effect, (ii) Contributor is not in breach of or default under any such Surface Interest and (iii) no event has occurred or circumstances exist that, with the delivery of notice, the passage of time or both, would constitute such breach or default or permit the termination of any such Surface Interest.

Leases. As of the Execution Date, none of Contributor or any of its Affiliates have received any written notice from any lessor under the Leases seeking to terminate, cancel or rescind any such Leases which remains unresolved, and neither Contributor nor its Affiliates have received any written notice from any lessor under the Leases alleging any unresolved default under the Leases.

Contributor Ownership of Corporation Common Stock. Contributor does not own any capital stock of Corporation or any of its Subsidiaries. In the past three years, Contributor has not been the “beneficial owner” (as such term is defined in Article 14 of the VSCA) of more than 10% of any class of the outstanding voting shares of Corporation, and Contributor has never been an “interested shareholder” (as such term is defined in Article 14 of the VSCA) with respect to Corporation.

Own Account. Contributor understands that each of the Partnership Common Units and the Corporation Series A Preferred Stock issuable hereunder will be “restricted securities,” as defined in Section (a)(3) of Rule 144 of the Securities Act, and have not been registered under the Securities Act or any applicable state securities law. Contributor is acquiring each of the Partnership Common Units and the Corporation Series A Preferred Stock as principal for its own account and not with a view to or for distributing or reselling such Partnership Common Units or Corporation Series A Preferred Stock or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any such Partnership Common Units or Corporation Series A Preferred Stock in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Partnership Common Units and Corporation Series A Preferred Stock in violation of the Securities Act or any applicable state securities law.

Accredited Investor. At the time Contributor was offered the Partnership Common Units and the Corporation Series A Preferred Stock, it was, and as of the date hereof it is and as of the Closing Date it will be, an “accredited investor”, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Access to Information. Contributor acknowledges that it has been afforded (i) the opportunity to ask such questions as Contributor has deemed necessary of, and to receive answers from, Representatives of Corporation concerning the terms and conditions of the issuance of the Partnership Common Units and the Corporation Series A Preferred Stock hereunder and the merits and risks of investing in such Partnership Common Units and the Corporation Series A Preferred Stock; (ii) access to information about Corporation and its financial condition, results of operations, business, properties, management and prospects sufficient to enable them to evaluate Contributor’s investment; and (iii) the opportunity to obtain such additional information that Corporation possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

Experience of Contributor. Contributor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Partnership Common Units and the Corporation Series A Preferred Stock, and has so evaluated the merits and risks of such investment. Contributor is able to bear the economic risk of an investment in the Partnership Common Units and the Corporation Series A Preferred Stock and is able to afford a complete loss of such investment.

General Solicitation. Contributor is not acquiring the Partnership Common Units nor the Corporation Series A Preferred Stock issuable hereunder as a result of any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Information Supplied. None of the information supplied or to be supplied in writing by Contributor for inclusion or incorporation by reference in the Proxy Statement will, at the time it is first published, distributed or disseminated to the Corporation Shareholders, or as of the time of the Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation is made by Contributor with respect to statements made or incorporated by reference therein based on information supplied by Corporation for inclusion or incorporation by reference therein.

No Warranty. Contributor acknowledges that, except as expressly provided for otherwise in this Agreement, Corporation has not made any representation or warranty, express or implied, at common Law, by statute, or otherwise, relating to the Partnership Common Units or the Corporation Series A Preferred Stock.

COVENANTS OF THE PARTIES

Operations During the Interim Period.

Conduct of Business. Subject to the remaining provisions of this Section 6.1 and except as to the matters described on Schedule 6.1, during the Interim Period, Contributor shall:

conduct its business with respect to the Assets in the ordinary course, in a manner substantially consistent with Contributor’s past practices in respect of the Assets, and in compliance in all material respects with applicable Laws and the terms of the Leases, Material Contracts and Surface Interests;

maintain, or cause to be maintained, the books of account and Records relating to the Assets in the usual, regular and ordinary manner and in accordance with the usual accounting practices, in each case, in all material respects;

maintain all material Permits, approvals, bonds and guaranties in connection with any Asset, and make all filings that Contributor is required to make under Law in connection with any Asset;

notify Corporation of any election that Contributor is required to make with respect to any material operation to be conducted on any Lease or Unit, specifying the nature and time period associated with such election, and, if Corporation does not respond to Contributor within sufficient time to enable Contributor to timely make such election, then Contributor shall make such election as would a reasonably prudent lessee or operator;

maintain insurance coverage on the Assets in the amounts and types currently in force;

use commercially reasonable efforts to obtain a Replacement Lease for each Lease identified on Exhibit A-1 that has a primary term that has expired or will expire in 2020, which Replacement Lease satisfies the Hydrocarbon Lease Standards; provided, however, that if Contributor fails to obtain any such Replacement Lease prior to Closing, then the terms of Section 8.12 shall apply and the sole and exclusive remedy of Corporation and the Partnership with respect to such failure shall be as set forth in Section 8.12;

use commercially reasonable efforts to obtain a Hydrocarbon lease that satisfies the Hydrocarbon Lease Standards covering the lands described on Exhibit A-1 with respect to any New Lease; provided, however, that if Contributor fails to obtain any such Hydrocarbon lease prior to Closing, then the terms of Section 8.12 shall apply and the sole and exclusive remedy of Corporation and the Partnership with respect to such failure shall be as set forth in Section 8.12; and

provide Corporation with written notice of any claim by any Third Party made against Contributor that, in Contributor’s good faith judgment, materially affects any Asset as soon as practicable, but in any event, within three Business Days after Contributor receives written notice thereof.

Restriction on Operations. Except as expressly required by this Agreement (other than Section 6.1(a)) or as set forth on Schedule 6.1, without the prior written consent of Corporation (which shall not be unreasonably withheld, conditioned or delayed) and subject to the remaining provisions of this Section 6.1, during the Interim Period, Contributor shall not:

sell, transfer, abandon, farmout, lease, encumber or create a Lien on (other than Permitted Encumbrances), exchange or otherwise dispose of any of its interest in the Assets (other than sales of obsolete or salvage equipment or sales of Hydrocarbons in the ordinary course of business to Third Parties);

waive, compromise, release or settle any material right or claim in respect of the Assets if such waiver, compromise, release or settlement would adversely affect the use, ownership or operation of any of the Assets from and after the Closing in any material respect;

enter into any Contract with respect to the Assets that would have been a Material Contract if it would have been in effect as of the Execution Date;

materially modify, materially amend or voluntarily terminate, or waive any material right under, any Material Contract, Surface Interest or Lease, or amend or modify in any material respect any Contract that, if such Contract had been so amended or modified as of the Execution Date, would have constituted a Material Contract;

subject to the final paragraph of Section 6.1(c), propose, approve or commit to any operation (or series of related operations) reasonably anticipated to require future capital expenditures by Contributor or, after the Closing, by Corporation, in excess of $100,000 net to Contributor’s Working Interest, except for emergency operations to protect persons, property or the environment;

voluntarily relinquish operatorship of any Asset;

grant or create any Preferential Purchase Right with respect to the Properties;

unless required by any applicable Law, Material Contract or Lease, plug or abandon or shut-in or temporarily abandon any Well (or propose any operation therefor);

unless required by applicable Law, make, change or revoke any material Tax election, file any material amended Tax Return, settle or compromise any material Tax Audit, or surrender any right to claim a material refund of Taxes, in each case, with respect to the Assets; or

commit or enter into any Contract to do any of the foregoing in this Section 6.1(b).

Requests for Approval. Contributor will deliver requests for approval of any action restricted by this Section 6.1 to the following individuals who have full authority to grant or deny such requests on behalf of Corporation:

Corporation acknowledges and agrees that Contributor owns undivided interests in certain of the properties comprising the Assets with respect to which it is not the operator, and Corporation agrees that the acts or omissions of any other working-interest owner (including any operator) who is not Contributor or an Affiliate of Contributor shall not constitute a breach of the provisions of this Section 6.1 with respect to Contributor, and no action required by a vote of working-interest owners shall constitute such a breach, so long as Contributor and its Affiliates have voted its interest and otherwise used its commercially reasonable efforts to act or omit to act in a manner that is consistent with this Section 6.1.

Notwithstanding the foregoing provisions of this Section 6.1, in the event of an emergency, Contributor may take such action as a prudent operator would take, provided that Contributor shall endeavor to notify Corporation of any such emergency and Contributor’s planned action in response thereto as soon as practicable after obtaining knowledge of such an emergency (and, in any event, within 48 hours after obtaining knowledge of such emergency), which notification shall include reasonable detail with respect to such emergency and Contributor’s actions in response thereto.

Notwithstanding the foregoing provisions of this Section 6.1, Corporation acknowledges and agrees that no provision of this Section 6.1 shall prohibit or be deemed to prohibit Contributor from performing any of its obligations under any of the other provisions of this Agreement or from exercising its rights hereunder (including in respect of the cure or remediation of Title Defects or Environmental Liabilities).

Access and Assistance.

During the Interim Period, Contributor will afford Corporation reasonable access, at Corporation’s sole cost, risk and expense, during normal business hours and in such manner as not to unreasonably interfere with normal operation of Contributor’s business, to the Records and other Assets of Contributor, any other information reasonably requested by Corporation (to the extent in the possession or control of Contributor), and the employees of Contributor and its Affiliates responsible for and knowledgeable about such Records, other Assets, or other information, for the purpose of Corporation conducting a reasonable due diligence review of the Assets or to prepare for the transition of the Assets from Contributor to Corporation, but only to the extent that Contributor may do so without violating any contractual obligations to a Third Party and to the extent that Contributor has the authority to grant such access. Contributor shall use reasonable efforts to obtain a waiver of any such obligations or any consent necessary to provide such access. Contributor shall have the right to have a Representative present at all times during such review.

Notwithstanding Section 6.2(a), Corporation shall have no right of access to, and Contributor shall not have any obligation to provide to Corporation, information relating to:

bids received from others in connection with the Transaction (or similar transactions) and information and analyses (including financial analyses) relating to such bids;

any information the disclosure of which would be reasonably likely to result in a waiver of any legal privilege available to Contributor relating to such information or would cause Contributor to breach a contractual obligation which is not waived in accordance with Section 6.2(a) but Contributor shall use reasonable efforts to obtain a waiver of such obligation;

any information the disclosure of which would result in a violation of Law; or

the Excluded Records.

Prior to Closing, Corporation shall hold in confidence all such requests for information and information received or reviewed in accordance with this Section 6.2 on the terms and subject to the conditions contained in the Confidentiality Agreement.

Further Assurances.

Books and Records.

Contributor will make available to Corporation at or prior to Closing electronic copies of the Records described on Schedule 6.4. In addition, Contributor will make available to Corporation, at Corporation’s sole cost and expense, no later than 30 days after the Closing Date, originals of the Records (or copies if originals are not available) other than those set forth on Schedule 6.4. Notwithstanding the foregoing, Contributor shall not be required to conduct processing, conversion, compiling or any similar work with respect to the furnishing of any such Records pursuant to this Section 6.4(a).

Contributor may retain copies of any or all of the Records.

Corporation will maintain the Records for a period of no less than seven years post-Closing. Insofar as Contributor reasonably believes the Records may be needed or useful in connection with any regulatory or Tax matters, or resolution of disputes, litigation or contract compliance issues, Corporation shall make available to Contributor or its Affiliates reasonable access to the Records during normal business hours, upon no less than two Business Days’ advance written request by Contributor, and Contributor shall have the right to copy at its own expense and retain such copies of the Records.

Use of Contributor Marks.

Fees and Expenses.

Tax Matters.

Post-Closing Tax Filings. The Partnership shall be responsible for preparing any applicable Tax Returns due after the Closing Date for all Production Taxes for any Tax period that (A) ends before the Effective Date, or (B) begins before and ends on or after the Effective Date. The Partnership shall prepare each such Tax Return in a manner consistent with past practice except as otherwise required by applicable Law and shall deliver such Tax Return to Contributor for Contributor’s review and reasonable comment as soon as reasonably practicable prior to the due date (including extensions) for filing such Tax Return. The Partnership shall timely file each such Tax Return (as revised to incorporate Contributor’s reasonable comments) and shall timely pay (or cause to be paid) all Production Taxes with respect to such Tax Return. The Partnership shall send to Contributor a statement that apportions each Production Tax with respect to such Tax Return pursuant to Section 6.7(a)(ii) and proof of the Partnership’s actual payment of such Production Taxes. Within 3 Business Days of receipt of each such statement and proof of payment, Contributor shall reimburse the Partnership for Contributor’s allocated portion such Production Taxes, except to the extent such Production Taxes were accounted for in the Final Settlement Statement and resulted in a reduction of the Consideration.

Allocation of Production Taxes. Contributor shall be allocated and bear all Production Taxes that are attributable to any Tax period (or portion thereof) ending prior to the Effective Date. The Partnership shall be allocated and bear all Production Taxes that are attributable to any Tax period (or portion thereof) beginning on or after the Effective Date. Production Taxes assessed against the Assets with respect to the Tax period in which the

Transfer Taxes. The Partnership and Contributor will use commercially reasonable efforts and cooperate in good faith to exempt the contribution, sale, conveyance, assignments and transfers to be made to the Partnership from any sales, use, stamp, real estate transfer, documentary, registration, recording and other similar Taxes (each a “Transfer Tax”) in accordance with applicable Law. If a determination is ever made that a Transfer Tax applies, the Partnership and Contributor will each pay and be liable for 50% of all of such Transfer Taxes and any fines, penalties or interest incurred in connection with such Transfer Taxes.

[Reserved]

Responsibility for Tax Audits. Contributor shall control any Tax Audit relating to the Assets for any Tax period that ends before the Effective Date and for which Contributor is solely liable for the resulting Taxes pursuant to Section 6.7(a), and the Partnership shall control any other Tax Audit relating to the Assets; provided, however, that Contributor shall keep the Partnership notified of any material developments in such Tax Audit that Contributor controls and the Partnership shall have the right to participate in such Tax Audit at its own expense (to the extent such participation is permitted by the applicable Taxing authority); provided, further, the Partnership shall keep Contributor notified of any material developments in such Tax Audit that the Partnership controls (and for which Contributor is liable for any portion of the resulting Taxes pursuant to Section 6.7(a)) and Contributor shall have the right to participate in such Tax Audit at its own expense (to the extent such

Tax Refunds; Tax Credits. The Parties shall be entitled to any cash refund or credit in lieu of a cash refund with respect to Taxes for which the Party is responsible pursuant to Section 6.7(a). If a Party receives any such refund or utilizes any such credit to which the other Party is entitled, the Party receiving such refund or utilizing such credit shall pay it to the Party entitled to such refund or credit within 30 Business Days after receipt of such refund or utilization of such credit.

Cooperation. The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any Tax Audit relating to the Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are relevant to any such Tax Return or Tax Audit and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Contributor and the Partnership agree to retain all books and records with respect to Tax matters pertinent to the Assets relating to any Tax period beginning on or before the Closing Date until the expiration of the statute of limitations of the respective Tax periods and to abide by all record retention agreements entered into with any Governmental Authority.

Intended Tax Treatment. The Parties intend that the contribution of the Assets in exchange for the Consideration and the assumption of the Assumed Obligations shall be treated as a contribution described under Code Section 721(a).

Survival and Conflict. The obligations set forth in this Section 6.7 shall survive Closing until the date that is 30 days after the expiration of the applicable statute of limitation for such Taxes.

Casualty or Condemnation Loss.

Amendment to the Schedules.

Recording and Filing.

No later than 30 days after Closing or such shorter period if required by applicable Law, Corporation shall, at its sole cost and expense, file or record the Assignments and all Lien releases with the appropriate Governmental Authority or applicable Third Party.

Contributor shall prepare and deliver to Corporation at Closing the Governmental Transfer Forms, if any, and Corporation shall, at its sole cost and expense, no later than 30 days after Closing or such shorter period if required by applicable Law, file or record the Governmental Transfer Forms with the appropriate Governmental Authority.

Each Party shall use its commercially reasonable efforts to provide all required or requested information to the appropriate Governmental Authority or applicable Third Party in order to ensure the approval of the Assignments and the Governmental Transfer Forms.

Corporation shall promptly provide to Contributor copies of all filed or recorded Assignments and Governmental Transfer Forms, if and when available.

Notice to Remitters of Proceeds.

Promptly after Closing, the Parties shall use commercially reasonable efforts to inform any remitters of proceeds attributable to the Assets to pay to Corporation those proceeds to which Corporation is entitled under this Agreement to the extent reasonably practical.

Except as expressly provided otherwise in this Agreement, Corporation shall pay to Contributor any and all proceeds, reimbursements, credits and income paid to or received by Corporation and that are attributable to the Excluded Assets (to the extent not accounted for in the Final Settlement Statement). Except as expressly provided otherwise in this Agreement, Contributor shall pay to Corporation any and all proceeds, reimbursements, credits and income paid to or received by Contributor and that are attributable to the Assumed Obligations or the Assets (to the extent not accounted for in the Final Settlement Statement). To the extent not accounted for in the Final Settlement Statement, the Party responsible for the payment of such amounts received shall pay such amounts to the other Party within 15 Business Days after the end of the month in which such amounts were received by the Party responsible for payment.

Contributor shall be responsible and pay for all Operating Expenses incurred prior to the Effective Date; provided, that Contributor has received written notice of such Operating Expense prior to the expiration of 18 months after the Closing. For purposes of clarity, Contributor shall not have any further obligations or liabilities under this Section 6.11(c) or otherwise for or with respect to any Operating Expenses if and to the extent that Contributor has not received written notice thereof prior to the expiration of such 18-month period and Corporation shall thereafter be responsible and pay for all Operating Expenses that are not Contributor’s responsibility under this Section 6.11(c).

From and after Closing, Corporation shall be responsible and pay for all Operating Expenses incurred, or that are otherwise attributable to the period, on or following the Effective Date, and, to the extent not otherwise accounted for as an adjustment to the Consideration at Closing or in the Final Settlement Statement, Corporation shall reimburse and pay to Contributor any amounts paid or incurred by Contributor in respect of such Operating Expenses.

For purposes of clarity, Contributor shall be responsible for all New Lease Costs and Replacement Costs.

Calculation of Hydrocarbon Inventory.

Suspense Funds.

Securities Laws Disclosure; Publicity.

Corporation shall (a) by 9:30 a.m. (New York City time) on the Business Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. Except with respect to any Change in Recommendation, Corporation and Contributor shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither Corporation nor Contributor shall issue any such press release nor otherwise make any such public statement without the prior consent of Corporation, with respect to any press release of Contributor, or without the prior consent of Contributor, with respect to any press release of Corporation, which consent shall not be unreasonably conditioned, withheld or delayed, except if such disclosure is required by Law; provided, however that no party shall be required to seek the consent of any other party to this Agreement to disclose information with respect to the transactions contemplated hereby that has previously been publicly disclosed in accordance with this Agreement.

The Parties shall keep this Agreement strictly confidential until the expiration of two years after the Closing Date and, from the Closing Date and continuing until the expiration of two years after the Closing Date, Contributor shall, and shall cause its Affiliates to, hold all information and data received by Contributor or its Affiliates from Corporation or its Affiliates in connection with this Agreement and all information and data with respect to the Assets, strictly confidential; provided, however, the foregoing shall not (i) restrict disclosures by either Party that are required by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates, (ii) prevent either Party from recording the Assignments and any federal or state assignments delivered at Closing or from complying with any disclosure requirements of Governmental Authorities that are applicable to the transfer of the Assets under this Agreement, (iii) prevent either Party from making any disclosure of information to any Representative of such Party or to any current, future, potential or prospective direct or indirect investors of such Party (so long as such Person continues to hold such information confidential on the same terms as set forth in this Section 6.14 or is otherwise subject to customary confidentiality obligations), or required to perform or enforce this Agreement or any Transaction Document, or (iv) prevent Contributor from making disclosures in connection with complying with Preferential Purchase Rights or Consents applicable to the Transaction.

The Parties shall remain subject to the Confidentiality Agreement until the Closing. To the extent that the foregoing provisions of this Section 6.14 conflict with the provisions of the Confidentiality Agreement, the provisions of this Section 6.14 shall prevail and control to the extent of such conflict. At the Closing, the Confidentiality Agreement shall be automatically terminated and of no further force or effect (including with respect to any provisions that survive the termination

Replacement of Bonds, Letters of Credit, Guarantees and Security Deposits.

The Parties agree and acknowledge that none of the bonds, letters of credit, guarantees and security deposits, if any, posted by Contributor with any Governmental Authority or Third Party in relation to the Assets will be transferred to Corporation.

On or before the Closing Date, Corporation shall deliver, or cause to be delivered in the name of Corporation, replacements for the bonds, letters of credit, guarantees and security deposits set forth in Schedule 6.15, but is not agreeing that the bonds, letters of credit, guarantees and security deposits posted (or supported) by Contributor in respect of the Assets will be cancelled or returned. Corporation shall thereafter maintain such bonds, letters of credit, guarantees and security deposits in a manner and amounts as required by Law or applicable Contract.

In the case of Section 6.15(b), Corporation may also provide evidence that such replacements are not necessary as a result of existing bonds, letters of credit, guarantees or security deposits that Corporation has previously posted or the creditworthiness of Corporation, as long as such existing bonds, letters of credit, guarantees or security deposits or creditworthiness, are adequate to secure the release of those posted (or supported) by Contributor.

Operatorship.

Corporation Shareholder Approval.

As promptly as reasonably practicable following the Execution Date, but in any event within ten (10) Business Days following the date on which Corporation has received the information required to be provided by Contributor and its Affiliates pursuant to this Agreement and the JSTX Contribution Agreement, including Section 6.22 of this Agreement, Corporation shall prepare and file with the Commission a proxy statement in preliminary form containing the information specified in Schedule 14A of the Exchange Act with respect to (i) the transactions contemplated by this Agreement and (ii) the transactions contemplated by the JSTX

Corporation will take, in accordance with applicable Law, Nasdaq listing rules and Corporation’s articles of incorporation and bylaws, all action necessary to call, hold and convene a special meeting of the Corporation Shareholders (including any permitted adjournment or postponement, the “Shareholder Meeting”) to consider and vote upon the Shareholder Proposal as promptly as reasonably practicable after the filing of the Proxy Statement in definitive form with the Commission. Once the Shareholder Meeting has been called and noticed, Corporation will not postpone or adjourn the Shareholder Meeting without the consent of Contributor, which consent will not be unreasonably withheld, conditioned or delayed, other than, (1) for the absence of a quorum, (2) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Corporation has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amended disclosure

The Board of Directors shall recommend in the Proxy Statement that the Corporation Shareholders approve the Shareholder Proposal (the “Board Recommendation”). Notwithstanding the immediately preceding sentence, at any time prior to obtaining the Requisite Shareholder Approval at the Shareholder Meeting, the Board of Directors may (i) fail to include the Board Recommendation in the Proxy Statement, (ii) withdraw, modify or qualify in any manner the Board Recommendation or, (iii) (A) if a Corporation Alternative Proposal shall have been publicly announced or publicly known (including through media reports), fail to publicly reaffirm the Board Recommendation within five Business Days after JSTX so requests in writing or (B) in the case of a Corporation Alternative Proposal that is structured as a tender offer or exchange offer for outstanding Corporation Common Stock, fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against acceptance of such tender offer or exchange offer by Corporation Shareholders on or prior to ten Business Days after commencement of such tender offer or exchange offer (any such action or failure to act in foregoing (i), (ii) or (iii) a “Change in Recommendation”) only if the Board of Directors determines in good faith, after consultation with its outside legal advisors and financial advisors, that a failure to make a Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law; provided that prior to making any Change in Recommendation, Corporation shall provide Contributor and JSTX with written notice of such proposed Change in Recommendation and the basis therefor at least three Business Days in advance of such proposed Change in Recommendation.

If at any time prior to the Closing Date, any event, circumstance or information relating to (x) Corporation or (y) Contributor, JSTX or either of their respective Affiliates should be discovered by Corporation, Contributor or JSTX, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement or any other filings to be made by Corporation with the Commission, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate

Corporation shall promptly, and in any event within one Business Day after receipt of any Corporation Alternative Proposal, advise Contributor and JSTX (orally and in writing) of such Corporation Alternative Proposal (including providing the identity of the Person making or submitting such Corporation Alternative Proposal and any and all terms and conditions of such Corporation Alternative Proposal that would reasonably be relevant to an evaluation thereof (including price, consideration mix and financing requirements of such Corporation Alternative Proposal) except to the extent disclosure of such information would breach a confidentiality obligation in effect prior to the execution of this Agreement (a “Pre-Existing Confidentiality Agreement”), in which event Corporation shall confirm in writing to Contributor and JSTX that exclusion of information is required for Corporation to comply with such Pre-Existing Confidentiality Agreement), and (y) if it is in writing, a copy of such Corporation Alternative Proposal and any related draft agreements (which may be redacted, if necessary, to remove the identity of the Person making the proposal in order to comply with a Pre-Existing Confidentiality Agreement, in which event Corporation shall confirm in writing to Contributor and JSTX that exclusion of information is required for Corporation to comply with such Pre-Existing Confidentiality Agreement) and (z) if oral, a reasonably detailed summary thereof, including all relevant financial and other terms thereof, in each case including any modifications thereto.

Listing of Corporation Common Stock.

Credit Agreement Amendment and Second Lien Credit Agreement Amendment.

Corporation shall use its reasonable best efforts to negotiate and enter into the Credit Agreement Amendment as promptly as practicable. Corporation shall keep Contributor informed on a current basis and in reasonable detail of the status of its efforts to enter into the Credit Agreement Amendment and provide to Contributor copies of drafts of the Credit Agreement Amendment. Corporation shall afford Contributor and its counsel the opportunity to be present at, and to participate in, all conferences with the lenders or administrative agent under the Credit Agreement in connection with entry into the Credit Agreement Amendment.

Prior to the Closing, Corporation shall not amend, rescind, supplement, supersede or otherwise modify the Second Lien Credit Agreement Amendment in effect on the Execution Date.

Corporation Conversions.

Matocha Well.

Contributor shall use commercially reasonable efforts to perform, or cause to be performed, (i) all operations relating to the spudding of the Matocha Well on or before November 12, 2020 and (ii) all other operations relating to the drilling and completing of the Matocha Well, in each case, as a reasonably prudent operator and subject, in each case, to any force majeure events (including related to the COVID-19 virus) and any other events, circumstances or conditions not reasonably within the control of Contributor or its Affiliates after exercising reasonable diligence to resolve such event, which may cause Contributor to be unable to perform the relevant operations; provided, however, that the sole and exclusive remedy of Corporation and the Partnership with respect to any breach by Contributor of the covenants set forth in the forgoing clauses (i) and (ii) shall be as set forth in Section 6.21(b). Contributor shall provide Corporation with weekly progress reports regarding the status of the Matocha Well and shall promptly forward any written notices received from the contractor under the drilling contract for the Matocha Well. In the event that the Closing Date occurs prior to the completion of the Matocha Well, the Parties will, at Closing, enter into a mutually acceptable transition services agreement with respect to the drilling and completion operations at the Matocha Well, which transition services agreement shall be negotiated by the Parties in good faith prior to Closing.

If, prior to Closing, (i) any of the Matocha Leases expires pursuant to its terms, and (ii) Contributor has not obtain a replacement Hydrocarbon lease satisfying the Hydrocarbon Lease Standards and covering the same lands as previously covered by such expired Matocha Lease: (A) such Matocha Lease shall be deemed to be an Excluded Asset and shall not be conveyed to Corporation or its designated Affiliate hereunder; and (B) the Consideration shall be reduced by the Allocated Value of such Matocha Lease (which reduction shall not be subject to the terms and provisions of Section 10).

Financial Statements.

Contributor shall, as soon as practicable after the Execution Date, and at Corporation’s sole cost and expense, provide to the Corporation (i) the audited statements of revenues and direct operating expenses of the Assets for the fiscal year ended December 31, 2019 and the unaudited statements of revenues and direct operating expenses of the Assets for the fiscal year ended December 31, 2018, prepared in accordance with GAAP and shall include the required oil and gas disclosures (which need not be audited), including estimates of quantities of proved reserves as of, and a reconciliation of proved oil and gas reserves for, each of the fiscal years ended December 31, 2019 and 2018, and the standardized measure of discounted future net cash flows as of, and a reconciliation of the standardized measure of future discounted cash flows for, each of the fiscal years ended December 31, 2019 and 2018 and (ii) unaudited statements of revenues and direct operating expenses of the Assets for the nine months ended September 30, 2020 and 2019, prepared in accordance with GAAP (the financial statements referenced in (i) and (ii), the “Requisite Financial Statements”). Notwithstanding anything to the contrary in this Section 6.22, Contributor shall not be required to (and shall not be in breach of this Section 6.22 for failure to) create any new records relating to the Assets or financial statements.

To the extent that the external audit firm that audits Contributor’s and its Affiliates’ financial statements (the “Contributor Audit Firm”) requires the consent of Contributor prior to the inclusion or incorporation by reference of the Contributor Audit Firm’s audit opinion with respect to the audited financial statements in the Proxy Statement, then Contributor shall provide such consent. Contributor shall use its commercially reasonable efforts to, at Corporation’s sole cost and expense, provide Corporation and Corporation’s independent accountants with access to (i) audit work papers of the Contributor Audit Firm and (ii) management representation letters delivered by Contributor or its Affiliates, as applicable, or on behalf of Contributor and its Affiliates to the Contributor Audit Firm, in each case, to the extent related to the Requisite Financial Statements.

All of the information provided by Contributor pursuant to this Section 6.22 is given without any representation or warranty, express or implied, and no Contributor Indemnified Party nor the Contributor Audit Firm shall have any liability or responsibility with respect thereto. Corporation shall reimburse Contributor and its Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred by Contributor and its Affiliates in complying with this Section 6.22.

CONSENTS; PREFERENTIAL PURCHASE RIGHTS

Customary Post-Closing Consents.

Preferential Rights to Purchase.

With respect to each Preferential Purchase Right that is applicable to Contributor’s interest in the Assets and set forth on Schedule 5.1(d), or which Contributor discovers after the Execution Date, Contributor shall promptly, but in no event more than 5 Business Days after the Execution Date or such discovery, as applicable, send to the holder of each such Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such Preferential Purchase Right. Upon request by Corporation, Contributor shall promptly provide a copy of such notice to Corporation.

If the holder of any such Preferential Purchase Right consummates the purchase of the Asset to which its Preferential Purchase Right applies (or portion(s) thereof) prior to Closing, then such Asset (or portion(s) thereof) shall be excluded from the Assets to be acquired by Corporation at Closing and will be an Excluded Asset (but only to the extent of the portion of such Asset affected by the Preferential Purchase Right) and the Consideration will be reduced by the Allocated Value of such Excluded Asset. Contributor shall promptly notify Corporation of the exercise of any Preferential Purchase Right and Contributor shall be entitled to all proceeds paid by any Person exercising a Preferential Purchase Right prior to the Closing.

If (i) the holder of any such Preferential Purchase Right notifies Contributor that it elects to consummate the purchase of the Asset to which its Preferential Purchase Right applies (in accordance with the terms and conditions under which such Preferential Purchase Right arises) but such purchase has not occurred prior to Closing, (ii) any holder thereof disputes in writing the validity of such notice of such Preferential Purchase Rights and such dispute is not resolved prior to Closing, or (iii) the time for exercising such Preferential Purchase Right has not expired prior to Closing and such Preferential Purchase Right is not waived, then such Asset (to the extent such Asset is affected by the Preferential Purchase Right) shall be excluded from the Assets to be acquired by Corporation at Closing and will be an Excluded Asset and, subject to the other terms of this Section 7.2, the Consideration will be reduced by the Allocated Value of such Excluded Asset. If (1) in the case of Clause (i), such holder of such Preferential Purchase Right thereafter fails to consummate the purchase of the Asset covered by such Preferential Purchase Right on or before 180 days following the Closing Date and such holder has no further right to consummate such purchase, (2) in the case of Clause (ii), such dispute is resolved on or before 180 days following the Closing Date and Contributor has the right to transfer such Excluded Asset to Corporation in accordance with this Agreement, free and clear of any Liability arising in connection such Preferential Purchase Right, or (3) in the case of Clause (iii), the time for exercising such Preferential Purchase Right expires without exercise by the holder of such Preferential Purchase Right, then Contributor will promptly notify Corporation and Corporation shall purchase such Excluded Asset from Contributor under the terms

All Assets for which any applicable Preferential Purchase Right has been waived, or as to which the period to exercise the applicable Preferential Purchase Right has expired without exercise by the holder thereof, in each case, prior to the Closing, shall be sold to Corporation at the Closing pursuant to the provisions of this Agreement. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that Contributor desires to contribute all of the Assets and would not have entered into this Agreement but for Corporation’s agreement to purchase all of the Assets as herein provided. Accordingly, it is expressly understood and agreed that Contributor shall not have any obligation of any kind to consummate the contribution, transfer, or conveyance of any Asset(s) (or any portion(s) thereof) to any holder of any Preferential Purchase Right applicable thereto (regardless of whether such holder has notified Contributor prior to the Closing Date that such holder intends to consummate the purchase of the Asset(s) to which its Preferential Purchase Right applies) unless and until the Closing of the transactions contemplated by this Agreement has been consummated in accordance with the terms and conditions of this Agreement.

Required Consents.

With respect to each Required Consent that is applicable to Contributor’s interest in the Assets and set forth on Schedule 5.1(d), or which Contributor discovers after the Execution Date, Contributor shall promptly, but in no event more than 5 Business Days after the Execution Date or such discovery, as applicable, send to the holder of each such Required Consent a notice in material compliance with the contractual provisions applicable to such Required Consent seeking such holder’s consent (or waiver thereof) to the transactions contemplated hereby. Upon request by Corporation, Contributor shall promptly provide a copy of such notice to Corporation. Contributor shall (and shall cause its respective Affiliates to) use commercially reasonable efforts to obtain each such Required Consent and Corporation shall use commercially reasonable efforts to assist Contributor (or its respective Affiliates) in obtaining each such Required Consent; provided, that no Party or its Affiliates are required to make payments or undertake obligations to or for the benefit of any Person in order to obtain any such Required Consent (unless Corporation agrees in writing to bear such costs or expenses).

Should any such Required Consent not be obtained in accordance with its terms (or expressly waived in writing) prior to Closing, then such Asset (or portion(s) thereof) shall be excluded from the Assets to be acquired by Corporation at Closing and will be an Excluded Asset, and, subject to the other terms of this Section 7.3, the Consideration will be reduced by the Allocated Value of the relevant Asset (or portion(s) thereof). If the Required Consent is obtained or waived on or before 180 days following the Closing Date, then such Asset (or portion(s) thereof) will no longer be deemed an Excluded Asset, Contributor will promptly notify Corporation and Contributor shall contribute such Excluded Asset to Corporation under the terms of this Agreement (via issuance and delivery of the applicable number of Partnership Common Units based on the Execution Date Per Share Value (together with a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b))) pursuant to an Assignment at the Allocated Value (as adjusted in accordance Section 2.3) assigned to such Excluded Asset no later than 31 days following Corporation’s receipt of Contributor’s Notice. If the applicable Required Consent is not granted on or before 180 days following the Closing Date, then such Excluded Asset will remain an Excluded Asset.

Should any such Required Consent be obtained in accordance with its terms (or expressly waived in writing) prior to Closing, then the relevant Asset (or portion(s) thereof) shall be assigned by Contributor to Corporation at the Closing as part of the Assets.

TITLE

Exclusive Rights, Obligations, Representations, Warranties and Remedies.

this Section 8 sets forth the Parties’ sole and exclusive rights, remedies, obligations, representations and warranties with respect to all title matters relating to the Assets;

the only rights and remedies of Corporation with respect to title to the Assets, and the only obligations, representations and warranties being made by Contributor with respect to title to the Assets, are as set forth in this Section 8; and

except as otherwise provided in this Section 8, Contributor does not make, and Contributor expressly disclaims and negates, any warranty or representation, express or implied, statutory or otherwise, with respect to Contributor’s title to any of the Assets and Corporation hereby waives and disclaims in their entirety any and all other rights, remedies, obligations, representations and warranties of any kind or nature, whether express, implied or statutory, with respect to all title matters relating to the Assets.

Title Review.

Allocated Value.

Defect Notice.

a reasonably detailed description of the alleged Title Defect and the basis therefor;

the Asset(s) affected by the Title Defect (the “Defect Asset”);

the Allocated Value of the Defect Asset(s);

if the Title Defect is a Lien, Corporation’s estimate of the cost to remove the Lien;

the estimated Title Defect Amount of the alleged Title Defect and the computations and information upon which Corporation’s good faith belief is based;

to the extent Corporation has Knowledge thereof, the necessary curative action for the Title Defect; and

any supporting documents in Corporation’s possession or control that are reasonably necessary for Contributor (as well as any experienced title attorney or examiner hired by Contributor) to verify the existence of the alleged Title Defect asserted in such Defect Notice and the estimated Title Defect Amount thereof.

Election of Title Remedies by Contributor.

No later than 5:00 p.m., Central time, on the third Business Day prior to the Scheduled Closing Date, Contributor shall elect as to each Title Defect (other than a Disputed Title Matter) that is subject to a Defect Notice to:

reduce the Consideration by the amount equal to the Title Defect Amount;

attempt to cure the matter causing the Title Defect, at Contributor’s sole cost and expense, in accordance with Section 8.5(b);

dispute the Title Defect pursuant to Section 8.10; or

if the Title Defect Amount exceeds 100% of the Allocated Value of the Defect Asset subject to such Title Defect, exclude such Defect Asset from the Assets to be acquired by Corporation at Closing, in which case, such Defect Asset shall be an Excluded Asset, and the Consideration shall be reduced by the Allocated Value of such Defect Asset (and the Individual Title Threshold and Title Deductible shall not apply thereto).

Contributor has the right, but not the obligation, at Contributor’s sole cost and expense, to cure any Title Defect asserted in a Defect Notice, during the period following the date upon which Contributor receives such Defect Notice until the date which falls 90 days after the Closing Date (such period, the “Cure Period”); provided, that Contributor has timely made the election (or are deemed to have made the election) to cure such Title Defect pursuant to Section 8.5(a)(ii). During the Cure Period, Corporation agrees to afford Contributor and its respective officers, employees and other Representatives reasonable access, during normal business hours, to the Records in order to facilitate Contributor’s attempt to cure any such Title Defects and Contributor shall not unreasonably interfere with the ownership or operation of any Asset in connection therewith. An election by Contributor to attempt to cure a Title Defect shall be without prejudice to any of its rights hereunder and shall not constitute an admission against interest or a waiver of Contributor’s right to dispute the existence, nature or value of, or cost to cure, the applicable alleged Title Defect. In respect of any Title Defect that Contributor has timely elected (or are deemed to have timely elected) to cure during the Cure Period or any which a Party elects to dispute under Section 8.10:

the Defect Asset subject to such Title Defect will be acquired by Corporation at Closing;

at Closing, Corporation and the Partnership shall issue and deliver to Contributor (A) a number of Partnership Common Units equal to (x) the positive difference between the Allocated Value and the Title Defect Amount (as agreed upon by the Parties or, if in dispute as of Closing, then as alleged by Corporation in good faith in the applicable Defect Notice) for each Defect Asset divided by (y) the Execution Date Per Share Value and (B) a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b);

the Consideration will be reduced by the Title Defect Amount (as agreed upon by the Parties or, if in dispute as of Closing, then as alleged by Corporation in good faith in the applicable Defect Notice) and, at Closing, Corporation and the Partnership will issue to Contributor and deliver to the Transfer Agent, as part of the Defect Deposit, a number of Partnership Common Units equal to (x) such Title Defect Amount divided by (y) the Execution Date Per Share Value (together with a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b)); and

upon the timely cure (or partial cure) of a Title Defect affecting the Defect Asset (if such Title Defect has been so timely cured (or partially cured)) or prior to the expiration of 10 Business Days after the later of (1) the expiration of the Cure Period or (2) the final determination of the Title Arbitrator with respect to a Disputed Title Matter:

Title Defect Amount.

if the Parties agree on the Title Defect Amount, the amount so agreed by the Parties will be the Title Defect Amount;

if the Title Defect represents only a discrepancy whereby:

the Net Revenue Interest for such Lease is less than the Net Revenue Interest stated in Exhibit A-1 but for which there is a proportionate decrease in the Working Interest in respect of such Lease, then such Title Defect Amount will be:

the Net Revenue Interest for such Well is less than the Net Revenue Interest stated in Exhibit B but for which there is a proportionate decrease in the Working Interest in respect of such Well, then such Title Defect Amount will be:

if the Title Defect is a Lien that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount reasonably necessary to remove such Lien; and

if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the Asset of a type not described in this Section 8.6, the Title Defect Amount will be determined by mutual agreement of the Parties in good faith (or if the Parties cannot agree, by the Title Arbitrator) by taking into account:

the Allocated Value of the affected Property;

the portion of the affected Property adversely affected by the Title Defect;

the legal effect of the Title Defect;

the values placed upon the Title Defect by each Party; and

such other factors as are necessary to make a proper evaluation.

Title Defect Amount Limit.

may not exceed the Allocated Value of the applicable Property; and