First Amendment to Purchase and Sale Agreement by and among Stronghold Energy II Operating, LLC, Stronghold Energy II Royalties, LP, and Ring Energy, Inc., dated August 4, 2022

Exhibit 2.1

FIRST amendment to PURCHASE AND SALE AGREEMENT

This First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into on August 4, 2022 (“Effective Date”), by and among Stronghold Energy II Operating, LLC, a Delaware limited liability company (“Stronghold OpCo”), Stronghold Energy II Royalties, LP, a Delaware limited partnership (“Stronghold RoyaltyCo”, together with Stronghold OpCo, collectively, “Seller”), and Ring Energy, Inc., a Nevada corporation (“Buyer”). Seller, on the one hand, and Buyer, on the other hand, are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, Seller and Buyer entered into that certain Purchase and Sale Agreement, dated as of July 1, 2022 (as amended from time to time, the “Purchase Agreement”) (capitalized terms used herein but not defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement); and

WHEREAS, the Parties desire to amend the Purchase Agreement as set forth herein, as of the Effective Date;

NOW, THEREFORE, for and in consideration of the promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, agree as follows:

1.             Transition Services Agreement.

“Transition Services Agreement” – the Transition Services Agreement in the form attached to this Agreement as Exhibit N to be executed and delivered by and between Stronghold OpCo and Buyer at Closing.

2.             Stockholder Meeting. Section 6.07(b) of the Purchase Agreement shall be amended to add a new sentence at the end of such section, which reads as follows: “Notwithstanding anything to the contrary in this Section 6.07, Buyer shall not be required to establish a record date for, call, give notice of, or convene the Stockholders Meeting on or before August 31, 2022.”

3.             Certificate of Designation.

4.             Employee Effective Date. The second sentence of Section 12.02 of the Purchase Agreement shall be amended to delete “effective as of the Closing Date” and replace it with “effective as of the first day after the end of the Term (as defined in Transition Services Agreement) of the Transition Services Agreement.”

5.             Additional Inventory.

“Additional Inventory” – collectively, (a) all the inventory described on Exhibit O-1 (“Other Inventory”), (b) the step-down transformer described on Exhibit O-2 (the “Step Down Transformer”), and (c) the purchase orders for pipe and tubing described on Exhibit O-3 (the “Purchase Orders” and such pipe and tubing to be delivered pursuant to the Purchase Orders, the “PO Assets”).

Additional Inventory.

6.             Vehicles. The Parties agree that, at Closing, Buyer shall have in place customary insurance policies with respect to the vehicles set forth on Exhibit O-1 that is substantially similar to the policies Seller had in place immediately prior to Closing and shall add the Seller Provider Group (as defined in the Transition Services Agreement) as additional insureds with respect to such insurance policies so that Seller Providers may use such vehicles to provide the Services (as defined in the Transition Services Agreement) under the Transition Services Agreement. For the avoidance of doubt, Buyer acknowledges and agrees that the Seller Providers may, in Seller’s sole discretion, use the vehicles described in this paragraph 6 in connection with providing the Services under the Transition Services Agreement.

7.             Continuation of Purchase Agreement. From and after the date of this Amendment, all references to the Purchase Agreement set forth herein or in any other agreement or instrument shall, unless otherwise specifically provided, be references to the Purchase Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time by the Parties. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Purchase Agreement except as expressly set forth herein. As amended hereby, all of the terms and provisions of the Purchase Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.

8.             Incorporation. The Parties acknowledge and agree that this Amendment shall be governed by the terms of Article 13 of the Purchase Agreement, and such provisions shall be incorporated herein, mutatis mutandis.

9.             Compliance with Purchase Agreement. The Parties acknowledge and agree that this Amendment complies with the requirements to amend or modify the Purchase Agreement, as stated in Section 13.07 of the Purchase Agreement.

10.           Counterparts. This Amendment may be executed and delivered (including by email transmission) in one or more counterparts, each of which shall be deemed to be an original copy of this Amendment and all of which, when taken together, shall be deemed to constitute one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the date set forth above.

Signature Page – First Amendment to Purchase and Sale Agreement

Signature Page – First Amendment to Purchase and Sale Agreement