Purchase and Sale Agreement, dated August 11, 2023, between SilverBow Resources Operating, LLC and Chesapeake Exploration, L.L.C., Chesapeake Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C

Exhibit 10.1

Execution Version

PURCHASE AND SALE AGREEMENT

by and among

CHESAPEAKE EXPLORATION, L.L.C.,

CHESAPEAKE OPERATING, L.L.C.,

CHESAPEAKE ENERGY MARKETING, L.L.C.

and

CHESAPEAKE ROYALTY, L.L.C.

(collectively, the “Sellers”)

and

SILVERBOW RESOURCES OPERATING, LLC

(the “Buyer”)

August 11, 2023

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

Exhibits

Schedules

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 11th day of August, 2023 (the “Execution Date”), by and among CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma limited liability company (“CELLC”), CHESAPEAKE OPERATING, L.L.C., an Oklahoma limited liability company (“COLLC”), CHESAPEAKE ENERGY MARKETING, L.L.C., an Oklahoma limited liability company (“CEM”) and CHESAPEAKE ROYALTY, L.L.C., an Oklahoma limited liability company (“CRLLC” and, together with CELLC, COLLC and CEM, each, a “Seller” and, collectively, the “Sellers”) and SILVERBOW RESOURCES OPERATING, LLC, a Texas limited liability company (the “Buyer”). The Buyer and the Sellers may be referred to herein collectively as the “Parties”, or individually as a “Party”.

B A C K G R O U N D:

A. The Sellers desire to sell and the Buyer desires to purchase all of the Sellers’ right, title and interest in and to the Properties (as hereinafter defined).

B. The purchase and sale of the Properties will be consummated on the terms and conditions set forth in this Agreement.

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

ARTICLE 1

DEFINITIONS AND REFERENCES

1.1 Definitions. Each of the following terms has the meaning given in this Section 1.1 or in the Section referred to below:

“AFEs” means authorization for expenditures issued pursuant to a Contract.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly (through one or more intermediaries or otherwise) Controls, is Controlled by, or is under common Control with such Person.

“Aggregate Defect Deductible” means an amount equal to three percent (3%) of the unadjusted Purchase Price.

“Agreement” has the meaning specified in the introductory paragraph and includes the Exhibits and Schedules attached hereto.

“Allocated Value” means, with respect to each Real Property Interest or Well, the portion of the Purchase Price attributable to such Real Property Interest or Well as set forth on Exhibit A-1.

“Antitrust Laws” has the meaning specified in Section 5.13.2.

“Assessment” has the meaning specified in Section 5.1.1.

“Asset Taxes” means production, severance, sales, use, gross receipts, occupation, ad valorem property, personal property, excise or similar Taxes based upon or measured by the ownership or operation of the Properties or the production of Hydrocarbons therefrom or the receipt of proceeds therefrom, but excluding (a) Income Taxes and (b) Transfer Taxes (if any) imposed with respect to the transactions contemplated by this Agreement.

“Assignment” means the Assignment, Bill of Sale and Conveyance in substantially the same form attached hereto as Exhibit B-1 with respect to the Properties.

“Assumed Obligations” means all Liabilities of every kind and character of the Sellers with respect to the Properties or to the ownership, use, operation or other disposition thereof, whether or not attributable to periods before or after the Effective Time, including Liabilities arising out of (a) Liabilities and duties to properly plug and abandon or re-plug or re-abandon or remove wells, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures located on or within the geographical boundaries of the Lands or otherwise comprising part of the Properties and (b) all Liabilities to restore the surface of the Real Property Interests or the Lands and any other obligations relating to the failure of the Real Property Interests, Lands or Wells to comply with Environmental Laws, including any and all obligations to bring the Properties into compliance with applicable Environmental Laws or to conduct remediation activities that may be required under Environmental Law or under any Real Property Interest on or otherwise in connection with activities on the Properties, regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time. Notwithstanding anything to the contrary, the definition of “Assumed Obligations” shall be without prejudice to the rights and remedies of the Buyer with respect to Title Defects and Environmental Defects under Section 2 and the Assumed Obligations shall exclude all Seller Taxes.

“Austin Chalk Formation” means the geological formation that is generally known as the Austin Chalk Shale formation, which includes the stratigraphic equivalent of the depths found in the PGE Browne 1H well (API# 42479407170000), located in Webb County, Texas, with the top at a measured depth of 7,439 feet, and the base at a measured depth of 7,899 feet, recognizing that the actual depths will vary across the area where the Properties are located.

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“Bankruptcy Cases” means the bankruptcy cases commenced by the filing by the Sellers (or certain of their predecessors or Affiliates) for voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court Southern District of Texas that were jointly administered under Case No. 20-33233.

“Benefit Notice” has the meaning specified in Section 2.2.10.

“Business Day” means any day other than Saturday or Sunday or a day on which banking institutions in Oklahoma City, Oklahoma are authorized by Law to close.

“Buyer” has the meaning specified in the introductory paragraph.

“Buyer Financing” means any Debt Financing, Capital Markets Transaction or other arrangement, marketing, syndication and consummation of any financing that may be arranged by the Buyer or Buyer Parent Company to the extent deemed necessary or advisable by the Buyer to fund any portion of the Purchase Price under this Agreement.

“Buyer Indemnified Parties” has the meaning specified in Section 10.2.

“Buyer Parent Company” means SilverBow Resources, Inc.

“Buyer’s Auditors” has the meaning specified in Section 5.15.2.

“Buyer’s Reserve Engineers” has the meaning specified in Section 5.15.2.

“Capital Markets Transaction” has the meaning specified in Section 5.15.2.

“Casualty” means volcanic eruptions, acts of God, terrorist acts, fire, explosion, earthquake, wind storm, flood, drought, condemnation, the exercise of eminent domain, confiscation or seizure or other casualty, but excluding any loss, damage or reduction in value as a result of depreciation, ordinary wear and tear and any change in condition of the Properties for production of Hydrocarbons through normal depletion (including the watering out of any well, collapsed casing or sand infiltration of any well).

“Casualty Loss” has the meaning specified in Section 2.12.

“Casualty Loss Amount” has the meaning specified in Section 2.12.

“CELLC” has the meaning specified in the introductory paragraph.

“CEM” has the meaning specified in the introductory paragraph.

“Closing” means the closing and consummation of the transactions contemplated by this Agreement.

“Closing Date” has the meaning specified in Section 8.

“Closing Statement” has the meaning specified in Section 2.8.

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

“COLLC” has the meaning specified in the introductory paragraph.

“Commercially Reasonable Efforts” means reasonable efforts of a Party under existing circumstances; provided, however, that, other than with respect to Section 5.13, such efforts shall not include the incurring of any material liability or obligation or the payment of any money (unless the other Party has agreed in writing to pay such costs).

“Confidentiality Agreement” means that certain confidentiality agreement dated September 19, 2022 executed by Chesapeake Energy Corporation and SilverBow Resources Operating, LLC.

“Consultant” has the meaning specified in Section 2.2.11.

“Contingent Payments” has the meaning specified Section 8.6.

“Contracts” has the meaning specified in the definition of Properties.

“Control” means the possession, directly or indirectly, of the power, directly or indirectly, to direct or cause the direction of the management or policies of the controlled Person, whether through the ownership of equity interests in or voting rights attributable to the equity interests in such Person, by contract or agency, by the general partner of a Person that is a partnership, or otherwise; and “Controls” and “Controlled” have meanings correlative thereto.

“CRLLC” has the meaning specified in the introductory paragraph.

“Cure Period” has the meaning specified in Section 2.1.2.

“Currently Producing Zone” means for a given Well, the zone or formation containing the perforated interval(s) from which such Well is currently producing oil and/or gas, as applicable, as reported for such Well to the applicable Governmental Authority governing such Well and any other zone or formation from which the Well is being produced as can otherwise be reasonably determined within the Records of the Sellers.

“Customary Post-Closing Consents” has the meaning specified in the definition of Permitted Encumbrances.

“Debt Financing” has the meaning specified in Section 5.15.1.

“Debt Financing Sources” has the meaning specified in Section 13.27.

“Defect Notice” has the meaning specified in Section 2.2.

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“Defect Notice Date” has the meaning specified in Section 2.2.

“Defensible Title” means such record title (or beneficial title in the case of contractual interests held pursuant to joint operating agreements, pooling agreements, unitization agreements or other similar agreements) of the Sellers to the Real Property Interests or Wells that, subject to Permitted Encumbrances, as of the Effective Time and the Closing Date:

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“Deferred Purchase Price” means the aggregate amount of Fifty Million Dollars ($50,000,000), payable in accordance with Section 8.5.

“Deposit” has the meaning specified in Section 2.

“DOJ” means the Department of Justice.

“Dollar” means the United States of America dollar.

“Eagle Ford Formation” means the geological formation that is generally known as the Eagle Ford Shale formation, which includes the stratigraphic equivalent of the depths found in the PGE Browne 1H well (API# 42479407170000), located in Webb County, Texas, with the top at a measured depth of 7,899 feet, and the base at a measured depth of 8,222 feet, recognizing that the actual depths will vary across the area where the Properties are located.

“Easements” has the meaning specified in the definition of Properties.

“Effective Time” means 7:00 a.m. Central Time, February 1, 2023.

“Employment Transfer Agreement” has the meaning specified in Section 5.12.

“Environmental Defect” means, as to a Real Property Interest or Well, the existence of an environmental condition that (x) results in a violation of an Environmental Law or (y) currently requires remediation under Environmental Laws, in each case, in effect as of the Execution Date; provided that the term “Environmental Defect” does not include the failure to meet good or desirable operating practices or standards that may be employed or adopted by other oil or gas well operators or recommended by a Governmental Authority but which are not subject to legal requirements under Environmental Laws, and provided further that the term “Environmental Defect” excludes any of the foregoing liabilities to the extent caused by or relating to NORM or any matters set forth on Schedule 3.9. For the avoidance of doubt, (a) the fact that a pipe is temporarily not in use shall not form the basis of an Environmental Defect, (b) the fact that a Well should be temporarily plugged or abandoned or permanently plugged and abandoned, or facts or conditions based on the quantity of Hydrocarbon production from a Real Property Interest or Well, shall, in each case, not form the basis of an Environmental Defect, and (c) except with respect to equipment (i) that causes or has caused contamination of soil, surface water or groundwater or (ii) the use or condition of which is a violation of Environmental Law, the physical condition of any surface or subsurface production equipment, including water or oil tanks, separators or other ancillary equipment, shall not form the basis of an Environmental Defect (so long as, in the case of clauses (a), (b) and (c), the existence of the matter(s) mentioned therein in and of themselves do not constitute a violation of any applicable Environmental Laws).

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“Environmental Defect Amount” has the meaning specified in Section 2.2.9.

“Environmental Law” means any applicable Law relating to the environment, natural resources, health and safety (as relating to exposure to contamination in the environment), hazardous materials, industrial hygiene, the environmental conditions on, under, or about any of the Properties, including soil, groundwater, surface water, soil gas, and indoor and ambient air conditions or the reporting, investigation or remediation of environmental contamination and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, including the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, including the Hazardous and Solid Waste Amendments Act of 1984, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Rivers and Harbors Act of 1899, 33 U.S.C. § 401 et seq.; and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; as any of the foregoing may be amended as of the Execution Date.

“Equipment” has the meaning set forth in the definition of Properties.

“Escrow Account” means the escrow account established by the Escrow Agent to be administered pursuant to the Escrow Agreement.

“Escrow Agent” means Citibank, N.A.

“Escrow Agreement” means the escrow agreement, dated as of the Execution Date, executed by the Sellers, the Buyer, and the Escrow Agent, in respect of the receipt, holding, and distribution, as the case may be, of the Deposit and any other amounts deposited in the Escrow Account pursuant to the terms hereof.

“Excluded Assets” means:

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“Excluded Information” means (a) any books, records, files, maps, information, data, software, permits, licenses (other than any FCC Licenses), or similar information (or copies thereof) (i) whose change in ownership or transfer is prohibited by an agreement with a Third Party or by applicable Law, and for which no consent to such change in ownership or transfer has been received; provided, however, that the Sellers shall use Commercially Reasonable Efforts to obtain such consents, (ii) that cannot be disclosed to the Buyer as a result of confidentiality arrangements; provided, however, that the Sellers shall use Commercially Reasonable Efforts to obtain waivers to such confidentiality arrangements, or (iii) whose change in ownership or transfer is subject to payment of a fee or other consideration by an agreement with a Third Party or by applicable Law (which the Buyer has not agreed in writing to pay or exchange to or with such Third Party); (b) any contracts, books, records, files, maps, information, data, software, licenses (other than any FCC Licenses), or similar information (or copies thereof) to the extent not relating to the Properties; (c) any records or information relating to the offer, negotiation or sale of the Properties, including bids received from and records of negotiations with the Buyer or Third Parties; (d) any original or copied records, information, data, software and licenses expressly permitted to be retained by the Sellers pursuant to the terms hereof (to the extent Buyer is provided with copies thereof); (e) any of the Sellers’ (or their Affiliates’) reserve, engineering, economic

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or marketing evaluations or interpretations, interpretive maps, or correspondence related thereto; (f) master service contracts or software used for both the Properties and other assets of the Sellers (or their Affiliates); (g) all corporate, limited liability company, partnership or financial, Tax and legal records of the Sellers relating to each Seller’s business generally (other than title records, records related to Asset Taxes with respect to the Properties or except for copies of records subject to this clause (g) to the extent substantially related to any of the Assumed Obligations); (h) the Sellers’ area-wide bonds, permits and licenses or other permits, licenses or authorizations used in the conduct of the Sellers’ business generally; (i) any environmental studies, evaluations, reports or interpretations thereof, which were generated by or for the Sellers’ (or their Affiliates’) solely for internal use; (j) all “virtual courthouses” or physical or virtual “data rooms” of the Sellers; (k) each Seller’s exclusive use arrangements with title abstract facilities; (l) all legal records and files of the Sellers constituting work product of, and attorney-client communications with, the Sellers’ legal counsel that are protected by an attorney-client privilege (excluding any title documents); (m) all of the Sellers’ (and their Affiliates’) proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other similar intellectual property; (n) any contracts, books, records, files, maps, information, data, software, permits, or licenses (including radio licenses), or similar information (or copies thereof), to the extent primarily relating to any of the other Excluded Assets; and (o) all G&G Data (including the Sellers’ interpretation thereof), other than the rights provided under the Seismic License Agreement.

“Excluded Property Costs” means Liabilities attributable to (a) personal injury, illness or death, property damage, torts, breach of Contract claims or fines, penalties or sanctions related to a violation of Law by the Sellers or their Affiliates; (b) any Title Defects (including the cure thereof) or Environmental Defects (including the remediation or cure thereof); (c) depletion, depreciation, amortization, unrealized (or realized) gains or losses on derivative positions and other noncash accounting entries; (d) any costs associated with the Sellers’ obligations arising under Section 2.4 or any type of costs described in Section 13.20 of the Sellers; (e) except to the extent permitted in Section 5.2, lease bonuses, lease acquisition costs, and similar payments; (f) obligations to pay royalties, overriding royalties, net profits interests, or other similar burdens paid to Third Parties on or measured by production of Hydrocarbons relating to the Properties; (g) any costs incurred with respect to an indemnification obligation hereunder; (h) interest and other cost of capital expenses; (i) obligations with respect to any Imbalances associated with the Properties; (j) Seller Taxes; (k) any broker or advisor fees associated with the sale of the Properties; (l) any indebtedness under any debt instrument of any Seller or their respective Affiliates and (m) any claims for indemnification, contribution or reimbursement from any Third Party with respect to Liabilities of the type described in preceding clauses (a) through (l), whether such claims are made pursuant to contract or otherwise.

“Execution Date” has the meaning specified in the introductory paragraph.

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“Expert” means an oil and gas attorney of the Parties’ choosing practicing in the state where the applicable Property is located; provided that such Expert shall not have performed any work for such Party or its Affiliates nor been an officer, director or employee of such Party or any of its Affiliates within the preceding five (5) year period.

“FCC” means the Federal Communications Commission.

“FCC Assignment Applications” has the meaning specified in Section 5.17.1.

“FCC Licenses” means those licenses granted by the FCC and described on Schedule 5.17.

“Final Statement” has the meaning specified in Section 2.9.

“Fraud” means an actual, intentional, and willful misrepresentation by a Party with respect to the making of any representation or warranty set forth in Article 3 or Article 4 of this Agreement, as applicable; provided that (a) the Party making such representation or warranty had Knowledge that the applicable representation or warranty, as may be qualified in this Agreement, was false at the time it was made, (b) the representation or warranty was made with the intention that the other Party rely thereon to its detriment, (c) the representation or warranty was relied upon by the other Party to such other Party’s detriment, and (d) “Fraud” does not include constructive fraud or other claims based upon constructive knowledge, negligent misrepresentation, recklessness, or other similar theories.

“FTC” means the Federal Trade Commission.

“Fundamental Representations” means (a) with respect to the Sellers, the representations and warranties of the Sellers in Section 3.1, Section 3.2, Section 3.3, Section 3.10 and Section 3.11 and (b) with respect to the Buyer, the representations and warranties of the Buyer in Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.8, and Section 4.9.

“G&G Data” means geological or geophysical information constituting proprietary seismic data, studies, core samples and information to be covered by the license agreements and any other similar geological or geophysical information, in each case, related to the Properties.

“GAAP” means generally accepted accounting principles, consistently applied, as recognized by the U.S. Financial Accounting Standards Board (or any generally recognized successor). The requisite that such principles be consistently applied means that the accounting principles in a current period are comparable in all material respects to those applied in preceding periods.

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“Governmental Authority” means any national, tribal, state, county or municipal government or division thereof, domestic or foreign, any governmental, regulatory, or administrative agency, board, bureau, commission, court, department or other instrumentality of any such government, or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, or any court or governmental tribunal or arbitrator in any case that has jurisdiction over any of the Parties or any of their respective properties or assets.

“Hazardous Substances” means any pollutants, contaminants, toxic or hazardous substances, materials, wastes, constituents, compounds, or chemicals that are regulated by, or may form the basis of liability under any Environmental Laws (but excluding any NORM).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Hydrocarbons” means oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons produced in association therewith.

“Imbalances” means any production, pipeline, storage, processing, transportation or other imbalance or unsatisfied through-put obligations attributable to Hydrocarbons produced from the respective Seller’s interest in such Seller’s Wells or any interests pooled or unitized therewith.

“Income Taxes” means income, gross receipts, franchise, branch, margin, or similar Taxes (including withholding and estimated Taxes with respect to any of the foregoing).

“Individual Defect Threshold” has the meaning specified in Section 2.2.1.

“Knowledge” of a fact or matter means, with respect to a Seller, the actual knowledge (after reasonable due inquiry of those employees reporting directly to such individual) of the individuals of such Seller listed in Schedule 1.1(a).

“Lands” means the lands covered by the Real Property Interests or Units.

“Laws” means any and all applicable laws, statutes, ordinances, permits, decrees, writs, injunctions, orders, codes, judgments, rules or regulations (including Environmental Laws) which are promulgated, issued or enacted by a Governmental Authority having jurisdiction.

“Lenders” means, collectively, the Lenders (as defined in the First Amended and Restated Senior Secured Revolving Credit Agreement among Buyer Parent Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders that are a party thereto, as amended from time to time) and any other any Persons that have committed or will commit to provide or arrange Debt Financing for the Buyer or its Affiliates.

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“Liabilities” means any and all claims, causes of action, payments, charges, judgments, assessments, liabilities, losses, damages, penalties, fines, fees, interest obligations, deficiencies, debts, obligations, costs and expenses, and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), including amounts paid in settlement, interest, court costs, costs of investigators, any attorneys’, accountants’, financial advisors’ or other experts’ fees or other expenses incurred in connection therewith.

“Lien” means any lien, mortgage, security interest, pledge, charge, encumbrance or other arrangements substantially equivalent thereto.

“Material Adverse Effect” means any result, consequence, condition or matter which (a) materially and adversely affects the Properties or the operations, rights, results of operations or the value of the Properties taken as a whole, or (b) materially impairs, prevents or delays, or would be reasonably expected to impair, prevent or delay, a Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that, in any event, the following shall not be deemed to constitute, create or cause a Material Adverse Effect: any changes, circumstances or effects (i) that affect generally the oil and gas industry, such as fluctuations in the price of oil and gas, or that result from international, national, regional, state or local economic conditions, from general developments or from other general economic conditions, facts or circumstances, including changes in Tax policy or other fiscal conditions, that are not subject to the control of the relevant Party, (ii) that result from the performance of any of the transactions contemplated in this Agreement in accordance with the terms hereof or the public announcement thereof, (iii) that result from conditions or events resulting from an outbreak or escalation of hostilities (whether nationally or internationally), or the occurrence of any other calamity or crisis (whether nationally or internationally), including the occurrence of one or more terrorist attacks or acts of God or natural disasters, or (iv) that result from acts or failures to act of any Governmental Authorities and changes in Laws from and after the Execution Date; provided, further, any result, consequence, condition or matter referred to in the immediately preceding clauses (i), (iii) or (iv) will be taken into account for purposes of determining whether there has been a Material Adverse Effect to the extent such result, consequence, condition or matter adversely affects the Properties in a disproportionately adverse manner relative to other companies operating in the industries and geographic region in which the Properties are located. Notwithstanding anything to the contrary in this Agreement, in determining whether a Material Adverse Effect exists, any indemnification by the Sellers or the Buyer under this Agreement or any insurance, claim right of contribution, other indemnity or other rights, shall not be taken into consideration or account.

“Material Contracts” has the meaning specified in Section 3.8.

“Midstream Agreements” has the meaning specified in Section 5.14.1.

“Midstream Assignments” has the meaning specified in Section 5.14.1.

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“Net Acre” means as calculated separately with respect to each Real Property Interest, the product of (a) the number of gross acres of land covered by such Real Property Interest, multiplied by (b) the lessor’s undivided mineral interest ownership in the Hydrocarbons in such Target Formation covered by such Real Property Interest, multiplied by (c) the Sellers’ Working Interest in such Real Property Interest; provided, however, if items (b) and/or (c) vary as to different areas of such lands covered by such Real Property Interest as identified on Exhibit A-1, a separate calculation shall be performed with respect to each such area.

“Net Revenue Interest” (or “NRI”) means, with respect to any Well or Real Property Interest, the decimal interest in and to all production of Hydrocarbons produced and saved or sold from or allocated to such Well or Real Property Interest after giving effect to all valid lessors’ royalties, overriding royalties, nonparticipating royalties, net profits interests, production payments, carried interests, reversionary interests, and other burdens upon, measurable or payable out of production therefrom.

“Non-Recourse Person” has the meaning specified in Section 13.25.

“NORM” has the meaning specified in Section 5.11.

“Operational Escrow Accounts” means, to the extent related to the Properties, those escrow accounts established pursuant to that certain Security Agreement, effective as of October 1, 2009, by and among The Petty Family Limited Partnership, LLP, CELLC and COLLC and that certain Depository or Escrow Agreement, effective October 1, 2009, by and among PGE Mineral Properties, Ltd., The Petty Family Limited Partnership, LLP, CELLC and COLLC designating International Bank of Commerce as depositary.

“Order” means any award, writ, decision, injunction, judgment, order, ruling, edict, decree, pronouncement, determination, sentence, subpoena, or verdict entered, issued, made, enacted, promulgated, enforced or rendered by any court, administrative agency, or other Governmental Authority or by any arbitrator.

“Ordinary Course of Business” means in the ordinary course of business consistent with past custom and practice (based on the twelve (12) month period prior to the Execution Date) of the applicable Sellers or their respective Affiliates.

“Outside Date” has the meaning specified in Section 12.1.5.

“Party” and “Parties” have the meanings specified in the introductory paragraph.

“Permits” means any permit, license, certificate, approval, consent, notice, waiver, variance, exemption, franchise, registration, accreditation or other authorization required by any Law or Governmental Authority or granted or issued by any Governmental Authority.

“Permitted Encumbrances” means any of the following:

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“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or other entity or Governmental Authority.

“Personnel Contact” means Dustin Lewis (at ***@***) or such other Person as the Sellers may designate in writing from time to time.

“Phase II Environmental Site Assessment” has the meaning specified in Section 5.1.1.

“PPR” has the meaning specified in Section 2.4.

“Proceeding” means any proceeding, action, cause of action, arbitration, investigation, litigation or suit (whether civil, criminal, administrative, investigative, informal or otherwise, whether in contract, in tort or otherwise) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority.

“Properties” means with respect to each Seller, all of such Seller’s right, title and interest in and to the following, excluding the Excluded Assets:

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“Property Costs” means (a) all expenses incurred in the Ordinary Course of Business in connection with the ownership, operation and maintenance of the Properties (including capital expenditures, rentals, overhead and general and administrative expenses with respect to the ownership and operation of the Properties, royalties, prepayments, lease extensions to the extent permitted in Section 5.3, operating, drilling and completion costs, marketing and transportation costs (in each case whether owed or paid to Affiliates (including Chesapeake Energy Marketing, L.L.C.) or Third Parties)), (b) any costs and expenses that customarily appear on a lease operating statement and, (c) without duplication, any charges and expenses billed under applicable operating agreements and in the case of wholly owned Properties where a joint operating agreement may not exist, overhead rates consistent with those charged by the Sellers on other wells in the area; provided, however, “Property Costs” shall not include (i) the Excluded Property Costs and (ii) any internal overhead of the Sellers not chargeable by Third Parties under applicable joint operating agreements in excess of $600,000 per month with respect to the period from and after the Effective Time until the Closing Date.

“Public Announcement Restrictions” has the meaning set forth in Section 9.1.1.

“Public Health Measures” means any closures, “shelter-in-place,” “stay at home,” workforce reduction, social distancing, shut down, closure, curfew or other restrictions or any other Laws, orders, directives, guidelines or recommendations issued by any Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or any industry group in connection with COVID-19 or any other epidemic, pandemic or outbreak of disease, or in connection with or in response to any other public health conditions.

“Purchase Price” has the meaning specified in Section 2.

“R&W Insurance Policy” means that certain buyer-side representations and warranties insurance policy described in Section 5.8, in the name and for the benefit of the Buyer, its Affiliates, and their respective officers, directors, employees, and agents.

“R&W Insurer” means the insurer providing the R&W Insurance Policy.

“Real Property Interests” has the meaning specified in the definition of Properties.

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“Records” has the meaning specified in the definition of Properties.

“Representatives” means (a) partners, employees, officers, directors, members, equity owners, and counsel of a Party or any of its Affiliates; (b) any consultant or agent retained by a Party or the parties listed in clause (a) above; and (c) any bank, other financial institution or financing party, or entity funding, or proposing to fund, such Party’s operations in connection with the Properties, including any consultant retained by such bank, other financial institution, or entity.

“Required Consent” means a consent to assignment by a Third Party that (a) if not obtained prior to the assignment of a Property (i) makes the Assignment with respect to such Property void or voidable, (ii) results in the Person holding such consent having the right to terminate such Seller’s interest in the Property (or the instrument creating such Seller’s rights in the affected Property) subject to such consent or (iii) results in any stipulated damages expressly being owed in relation to such Property or (b) has been affirmatively denied by such Person; provided, however, “Required Consent” does not include any consent which by its terms cannot be unreasonably withheld or any Customary Post-Closing Consent.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” has the meaning specified in Section 4.13.

“Seismic License Agreement” means the license agreement set forth in Exhibit B-2 granting a royalty free license and right to use the G&G Data set forth on Exhibit A-6 to the Buyer; provided, however, any G&G Data that may not be licensed to the Buyer without payment of a fee or other penalty shall not be included under the Seismic License Agreement, unless the Buyer has agreed in writing to pay such fee or accept such penalty.

“Seller Annual Financial Statements” means the audited statements of revenues over direct operating expenses of the Properties for the fiscal years ended December 31, 2021 and 2022, together with the notes thereto and the auditor’s report thereon, which comply with the requirements of Item 9.01(a) of Form 8-K of the SEC.

“Seller Financial Statements” means the Seller Annual Financial Statements, the Seller Interim Financial Statements, and, to the extent required to be delivered pursuant to Section 5.16, the Seller Subsequent Annual Financial Statements and the Seller Subsequent Interim Financial Statements.

“Seller Indemnified Parties” has the meaning specified in Section 10.3.

“Seller Interim Financial Statements” means the unaudited statements of revenues less direct operating expenses of the Properties for the period from January 1, 2023 through June 30, 2023, together with the notes thereto, in each case which comply with the requirements of Item 9.01(a) of Form 8-K of the SEC.

“Seller Related Parties” has the meaning specified in Section 13.27.

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“Seller Subsequent Annual Financial Statements” means the audited statements of revenues over direct operating expenses of the Properties for the fiscal years ended December 31, 2023 and 2022, together with the notes thereto and the auditor’s report thereon, which comply with the requirements of Item 9.01(a) of Form 8-K of the SEC.

“Seller Subsequent Interim Financial Statements” means, for any fiscal quarter completed after September 30, 2023, the unaudited statements of revenues less direct operating expenses of the Properties for the period from January 1, 2023 or January 1, 2024, as applicable, to the end of such quarter, together with the notes thereto, in each case which comply with the requirements of Item 9.01(a) of Form 8-K of the SEC.

“Seller Taxes” means each of (a) Asset Taxes allocable to the Sellers pursuant to Section 5.6 (taking into account, and without duplication of, such Asset Taxes economically borne by the Sellers pursuant to the provisions of Section 5.6), (b) Income Taxes of any Seller or any Affiliate of a Seller, (c) any Taxes that arise from a breach of any of the representations or warranties set forth in Section 3.5 or any of the covenants of a Seller (or any Affiliate of a Seller) set forth in Section 5.2.11, Section 5.6, or Section 13.19, and (d) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets.

“Sellers’ Representative” has the meaning specified in Section 13.26.

“Special Damages” has the meaning specified in Section 13.15.

“Special Warranty” has the meaning specified in Section 2.3.

“Straddle Period” means any Tax period that includes, but does not end on or as of, the Effective Time.

“Suspended Funds” means proceeds of production which a Seller is holding as of the Closing Date which are owing to Third Party owners of royalty, overriding royalty, working or other interests in respect of past production of Hydrocarbons attributable to the Properties.

“Target Area” means the area depicted and described on Exhibit A-4.

“Target Closing Date” has the meaning specified in Section 8.

“Target Formation” means (a) with respect to Real Property Interests, the Eagle Ford Formation and the Austin Chalk Formation and (b) with respect to Wells, the Currently Producing Zone.

“Tax Return” means any return, report or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof), including any information return, claim for refund or declaration of estimated Tax and any document with respect to, or accompanying a request for, an extension of time for which to file any such return, report, form, statement, or other information required to be filed with or submitted to any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax.

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“Taxes” means taxes of any kind, levies or other like assessments, customs, duties, imposts, charges or fees in the nature of a Tax, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, lease, leasehold interest, royalty, license, payroll, transaction, capital, net worth and franchise taxes, withholding, employment, social security, workers compensation, utility, severance, production, environmental, fuel, conservation, unemployment compensation, occupation, premium, windfall profits, inventory, capital stock, transfer and gains taxes, or other governmental taxes, charges, fees, or assessments imposed by a Governmental Authority, whether disputed or not, and whether or not measured in whole or in part by net income, including any interest thereon or penalties or additions thereto.

“Third Party” means any Person other than a Party or an Affiliate of a Party.

“Title Benefit” has the meaning specified in Section 2.2.10.

“Title Defect” means, as to the Sellers’ interest in a Real Property Interest or Well, any Lien, encumbrance or defect that causes the Sellers’ title to the Target Formation of such Real Property Interest or Well to be less than Defensible Title as of the Effective Time or the Closing Date. Notwithstanding the foregoing, the following shall not be considered Title Defects:

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“Title Defect Amount” means the amount by which the Allocated Value of a Well or Real Property Interest is reduced as a result of the existence of a Title Defect, as determined in accordance with the applicable principles set forth in Section 2.2.

“Transfer Employees” has the meaning specified in the Employment Transfer Agreement attached hereto as Exhibit D.

“Transfer Taxes” has the meaning specified in Section 13.19.

“Transferred Pipeline Assets” has the meaning specified in the definition of Properties.

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“Transition Services Agreement” means the transition services agreement substantially in the form of Exhibit E to be executed between the Sellers (or their Affiliate(s)) and the Buyer at the Closing.

“Unapproved Exception” means any matter that operates to: (a) reduce the Sellers’ Net Revenue Interest in any Well or Real Property Interest below that set forth in Exhibit A-1 for such Well or Real Property Interest; (b) increase the Sellers’ Working Interest (without at least a proportionate corresponding increase in the Sellers’ Net Revenue Interest) in any Well above that set forth in Exhibit A-1 for such Well; (c) reduce the Sellers’ Net Acres in any Real Property Interest below that set forth in Exhibit A-1 for such Real Property Interest or (d) increase the Sellers’ Net Acres in any Real Property Interest above that set forth in Exhibit A-1 for such Real Property Interest as a result of an increase in the Sellers’ Working Interest in such Real Property Interest (without at least a proportionate corresponding increase in the Sellers’ Net Revenue Interest in such Real Property Interest).

“WARN” means the Worker Adjustment and Retraining Notification Act, as amended and any applicable state Law of similar principle and effect.

“Wells” has the meaning specified in the definition of Properties.

“Working Interest” (or “WI”) means, with respect to a Real Property Interest or Well, the decimal interest in and to such Real Property Interest or 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 property, but without regard to the effect of any valid lessor royalties, overriding royalties, production payments, net profits interests and/or other similar burdens upon, measured by or payable out of production therefrom.

“WR Benefit” has the meaning set forth in Schedule 12.3.3.

1.2 References. All references in this Agreement to Articles, Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Articles, Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to the Section or subsection hereof in which such words occur. A defined term has its defined meaning throughout this Agreement regardless of whether it appears before or after the place where it is defined. The word “including” (in its various forms) means including without limitation. Examples are not to be construed to limit, expressly or by implication, the matter they illustrate. Each accounting term not defined herein, and each accounting term partly defined herein to the

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extent not defined, will have the meaning given to it under GAAP as interpreted as of the Execution Date. All references to prices, values or monetary amounts refer to Dollars. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. As used herein, the words (a) “day” means calendar day, and (b) “shall” and “will” have equal force and effect. If a date of performance falls on a day that is not a Business Day, then the actual date of performance shall be the next succeeding day that is a Business Day.

ARTICLE 2

PURCHASE AND SALE PRICE

2.1 Title and Environmental Defects.

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2.2 Defect Notice. Subject to the limitations set forth herein, the Buyer may conduct, at its sole risk, cost and expense the Assessment, as defined below in Section 5.1.1, in order to determine whether any Title Defects or Environmental Defects exist. As a condition to the Buyer asserting any claim with respect to any alleged Title Defect or Environmental Defect, the Buyer must deliver to the Sellers, on or before 5:00 p.m. Central Standard Time on the date that is thirty (30) days after the Execution Date (the “Defect Notice Date”), a written notice specifying each defect associated with a Real Property Interest or Well that the Buyer identified in its Assessment (or other due diligence) and that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such Title Defect or Environmental Defect and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such Title Defect or Environmental Defect and its method of calculating such adjustment, together with data and information evidencing the Buyer’s review of public record or other information proving the existence of such Title Defect or Environmental Defect reasonably necessary for the Sellers to understand the basis of the alleged Title Defect or Environmental Defect (each, a “Defect Notice”). Notwithstanding anything to the contrary in this Agreement, the failure of any Defect Notice to include any of the information or documentation identified or described in the preceding sentence shall not render such Defect Notice void or ineffective if such Defect Notice otherwise materially complies with the requirements set forth in this Section 2.2 and provides the Sellers with sufficient information to evaluate the alleged Title Defect or Environmental Defect. The Buyer shall bear the burden of proof to establish each alleged Title Defect or Environmental Defect. To give the Sellers an opportunity to commence reviewing and curing alleged Title Defects and Environmental Defects asserted by the Buyer, the Buyer shall use reasonable efforts to give the Sellers, on or before the end of each calendar week prior to the Defect Notice Date, written notice of all alleged Title Defects and Environmental Defects discovered by the Buyer or the Buyer’s representatives during such calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Notice Date; provided that the failure of the Buyer to provide preliminary notice of any Title Defect or Environmental Defect shall not be deemed to waive, limit, restrict or otherwise prejudice the Buyer’s right to assert a Title Defect or Environmental Defect on or before the Defect Notice Date in accordance with this Section 2.2. Subject to the Special Warranty, any

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matters that may otherwise constitute Title Defects or Environmental Defects, but of which the Sellers have not been specifically notified by the Buyer in writing by the Defect Notice Date in accordance with the foregoing, shall be deemed to have been waived by the Buyer for all purposes. All adjustments to the Purchase Price based on Title Defects or Environmental Defects will be based on the Allocated Values attributable to the affected Real Property Interest or Well, but in no event shall any such adjustment exceed the Allocated Value attributable to such affected Real Property Interest or Well (except for Title Defects subject to Section 2.2.7). Upon timely delivery of a Defect Notice of a Title Defect or Environmental Defect under this Section 2.2, the Buyer and the Sellers will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price using the following criteria:

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2.3 Special Warranty. The Assignment delivered at Closing will contain a special warranty of title with regard to the Real Property Interests and Wells whereby each Seller shall warrant Defensible Title to the Real Property Interests and Wells unto the Buyer and its successors and assigns against every Person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under such Seller, but not otherwise, subject, however, to the Permitted Encumbrances (the “Special Warranty”). All claims in respect of the Special Warranty shall survive the Closing and remain in full force and effect until the date that is twelve (12) months after the Closing. Notwithstanding anything to the contrary in this Agreement, the Sellers shall have no liability for breach of the Special Warranty for matters for which and to the extent the Buyer had knowledge prior to the Defect Notice Date that such matters constituted a Title Defect hereunder and failed to assert the same under this Agreement prior to the Defect Notice Date.

2.4 Preferential Purchase Rights; Required Consents. The appropriate Seller shall use Commercially Reasonable Efforts to provide, within five (5) Business Days after the Execution Date, any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Property (or any part thereof) (“PPR”), using a notice substantially similar to Exhibit F attached hereto,

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requesting waivers thereof, in connection with the transactions contemplated hereby and shall send notice letters to each holder of a PPR in accordance with the terms of such PPR. The appropriate Seller shall use Commercially Reasonable Efforts to send, within ten (10) Business Days after the Execution Date, notifications seeking all applicable consents to assignment that are applicable to the transactions contemplated hereby including Required Consents, but excluding Customary Post-Closing Consents, using a notice substantially similar to Exhibit G attached hereto. The Sellers shall thereafter until the Closing Date use their Commercially Reasonable Efforts to attempt to obtain such Required Consents and waivers of PPRs. The Buyer shall exercise best efforts to assist the Sellers in obtaining such Required Consents and waivers of PPRs and shall, no later than two (2) Business Days after the Execution Date, provide to the Sellers all financial, operational and other information about the Buyer and its Affiliates of the type described on Schedule 2.4 and shall thereafter promptly provide any other financial, operational or other information in the Buyer’s possession or control that is required by the terms of the Real Property Interests or otherwise requested by a holder of any such PPR or Required Consent. Notwithstanding anything contained herein to the contrary, the Sellers shall have no liability to the Buyer for failure to obtain such consents or waivers (to the extent the Sellers comply with their other obligations herein). If, prior to the Closing Date, any Party discovers any consents to assignment or PPRs (applying to the Properties) and for which notices have not been delivered pursuant this Section, then (i) the Party making such discovery shall provide the other Party with written notice of such consents to assignment or PPRs, as applicable, (ii) the Sellers, following delivery or receipt of such written notification, will promptly send applicable notices to the holders of the applicable consents to assignment requesting such consents and notices to the holders of applicable PPRs in compliance with the terms of such rights and requesting waivers of such rights arising thereunder and (iii) the terms and conditions of this Section 2.4 shall apply to the Properties subject to such consents to assignment or preferential rights, as applicable.

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2.5 Imbalances. The Purchase Price will be adjusted upward or downward, as applicable, by (a) the net barrel amount of such Seller’s aggregate wellhead oil Imbalances as of the Effective Time multiplied by the wellhead price net of Taxes per barrel at the time each Imbalance occurred (upward for Imbalances owed by Third Parties to such Seller and downward for Imbalances owed by such Seller to Third Parties); (b) the net mcf amount of such Seller’s aggregate wellhead gas Imbalances as of the Effective Time multiplied by the wellhead price net of Taxes per mcf at the time each Imbalance occurred (upward for underage and downward for overage); and (c) to the extent not cash settled monthly, the mmbtu or barrel amount, as applicable, of any pipeline Imbalances, stored CEM Oil/NGLs, linefill, other liquid Hydrocarbons in storage or in tanks above the pipeline connections held by CEM or unsatisfied throughput obligations attributable to such Seller or the Properties as of the date the pipeline Imbalance is taken over by the Buyer multiplied by the actual settlement price per mmbtu or per barrel, as applicable, received by CEM (upward for over-deliveries and downward for under-deliveries). For the purposes of the Closing Statement, Imbalances will be settled as of the Effective Time at the sales price per mmbtu or per barrel, as applicable, received by CEM for pipeline Imbalances and as described above for oil and gas wellhead Imbalances. To the extent that additional Imbalance activity occurs after the Effective Time such that additional settlement between the Seller and the Buyer is required, then a final settlement of the Imbalances will be handled at the later of the Final Statement settlement or the last time the Sellers or their Affiliates markets the Buyer’s Hydrocarbons. Any adjustments to the Purchase Price as a result of such final settlement will utilize the sales price received by CEM applicable to the production month in which the volumetric activity occurred.

2.6 Certain Upward Adjustments. The Purchase Price shall be increased by the following (without duplication): (a) to the extent not previously sold (or otherwise transferred) by the Sellers, the value of all Hydrocarbons in storage or in tanks not held by CEM above the pipeline connections and, in each case, owned by the Sellers at the Effective Time that is credited to the Properties, such value to be the current monthly market price in effect at the Effective Time (net of (i) royalties and other burdens and (ii) postproduction costs (other than Taxes)), less Asset Taxes attributable to such Hydrocarbons and allocable to the Sellers pursuant to Section 5.6 but economically borne by the Buyer and, as applicable, gravity adjustments deducted by the purchaser of such Hydrocarbons; (b) the amount equal to all Property Costs attributable to the ownership or operation of the Properties that are attributable to periods on or after the Effective Time but paid by the Sellers; (c) the amount of any and all prepaid Property Costs (other than Taxes) applicable to the period on or after the Effective Time that are attributable to the Properties and paid by the Sellers; (d) the amount of any Asset Taxes allocable to the Buyer pursuant

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to Section 5.6 but paid or otherwise economically borne by a Seller (excluding, for the avoidance of doubt, any Asset Taxes that were withheld or deducted from, or otherwise netted against, any amounts under Section 2.7(a)); (e) an amount equal to the funds held in the Operational Escrow Accounts as of the Closing Date; and (f) any other amount provided for in this Agreement or agreed upon by the Buyer and the Sellers in writing.

2.7 Certain Downward Adjustments. The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds received by a Seller from the sale of Hydrocarbons produced from, or otherwise attributable to, the Properties or allocable thereto after the Effective Time (net of (i) royalties and other burdens, (ii) marketing fees and (iii) post-production costs (other than Taxes); provided, that on oil the amount shall be the amount paid by the purchaser to such Seller); (b) the amount of any Asset Taxes allocable to a Seller pursuant to Section 5.6 but paid or otherwise economically borne by the Buyer (excluding, for the avoidance of doubt (so as to avoid double counting), any Asset Taxes that were withheld or deducted from, or otherwise netted against, any amounts under Section 2.6(a) to the extent such Asset Taxes resulted in a lesser upward adjustment to the Purchase Price); (c) any amounts delivered to the Buyer in accordance with Section 5.7; (d) any amounts paid in advance to the Sellers (or the Sellers’ Affiliates) as operator of the Properties by co-interest owners and Third Party non-operators of the Properties, for use in connection with the ownership, operation, maintenance, development or other disposition of the Properties, to the extent that such amounts have not been utilized or spent by the Sellers or their Affiliates as of the Closing; and (e) any other amount agreed upon by the Buyer and the Sellers in writing.

2.8 Closing Date Estimates. On or before five (5) Business Days prior to the Target Closing Date, the Sellers (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer a written statement prepared in good faith (the “Closing Statement”) setting forth each adjustment to the Purchase Price (together with any supporting information reasonably requested by the Buyer) required under this Agreement (except as otherwise set forth in Section 2.1 and Section 2.2) and showing the calculation of such adjustments. Within two (2) Business Days of receipt of the Closing Statement, the Buyer may deliver to the Sellers a written report containing all proposed changes to the Closing Statement with an explanation therefor that the Buyer proposed to be made to the Closing Statement. The Parties shall attempt in good faith to agree on the Closing Statement as soon as possible after the Sellers’ receipt of the Buyer’s written report, but in any event prior to the Closing. The agreed upon Closing Statement will be used to adjust the Purchase Price at Closing; provided that if the Parties do not agree upon an adjustment set forth in the Closing Statement by the Closing Date, the Sellers’ proposed adjustment shall be used for purposes of determining the payment due at Closing pursuant to Section 8.1.1. Any final adjustments, if necessary, will be made pursuant to Section 2.9 of this Agreement.

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2.9 Final Accounting. On or before (a) the Termination Date (as defined in the Transition Services Agreement) or (b) one hundred and twenty (120) days after the Closing Date, whichever is later, the Sellers (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer a written post-closing statement prepared in good faith setting forth a detailed calculation of all final adjustments to the Purchase Price (together with any supporting information reasonably requested by the Buyer) which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section 2.1 and Section 2.2) (the “Final Statement”). If the Buyer disputes any items in the Final Statement, then as soon as reasonably practicable, but in no event later than thirty (30) days after its receipt of the Final Statement, the Buyer will deliver to the Sellers a written exception report containing any changes the Buyer proposes to be made to the Final Statement. If the Buyer fails to deliver such exception report to the Sellers within that period, or to the extent an item is not disputed within a timely delivered exception report, the Final Statement (or any undisputed items therein, as applicable) as delivered by the Sellers will be deemed to be true and correct, binding upon the Parties and not subject to dispute by any Party. If the Buyer delivers an exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Sellers receive the Buyer’s exception report, the Parties will meet and undertake to agree on the final post-Closing adjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Sellers’ receipt of the Buyer’s exception report, any Party will be entitled to submit the dispute for resolution by the Expert. In the event the Sellers and the Buyer are unable to agree on any Expert within thirty (30) days after receipt of the initiating notice for resolution by the Expert, the Sellers on the one hand and the Buyer on the other hand will each appoint one Expert within twenty (20) days thereafter and the two Experts so appointed will appoint a third Expert within twenty (20) days after the second Expert is appointed, and the three Experts so appointed will resolve such matter. The cost of the Expert shall be paid fifty percent (50%) by the Sellers and fifty percent (50%) by the Buyer. Not later than ten (10) Business Days after appointment of the Expert, the Sellers and the Buyer shall each present to the Expert, with a simultaneous copy to the other Party, a single written statement of its position on the disputes in question, together with a copy of this Agreement, the Closing Statement, the proposed Final Statement and the Buyer’s written exception report and any supporting material that such Party desires to furnish. In making its determination, the Expert shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Expert to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. In determining the proper amount of any adjustment to the Purchase Price, the Expert shall not increase the Purchase Price more than the increase proposed by the Sellers nor decrease the Purchase Price more than the decrease proposed by the Buyer, as applicable. The Expert shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it pursuant to and limited by the procedures set forth in this Section, shall refrain from ex parte communications with any Party or its representatives, shall not act as an arbitrator, shall not consider, hear or decide any matters except the specific Final Statement disputes presented and shall not award damages, interest or penalties (including punitive or exemplary damages, lost profits, consequential, special or indirect damages) to any Party. In addition, the Expert shall agree in writing to keep strictly confidential the specifics and existence of any matters submitted as well as all proprietary records of the Parties, if any, reviewed by the Expert in the process of

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resolving such disputes. Upon agreement of the Parties to the adjustments to the Final Statement, or upon resolution of such adjustments by the Expert, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Expert) will be deemed final and binding on all of the Parties, without right of appeal, and enforceable in any court of competent jurisdiction, and the aggregate amount due to either the Buyer or the Sellers pursuant to such Final Statement will be paid in accordance with Section 2.10. To the maximum extent permitted under applicable law, the Parties shall treat, for applicable tax purposes, any amounts paid pursuant to this Section 2.9 or pursuant to the Final Statement as an adjustment to the Purchase Price.

2.10 Payments. The Purchase Price as adjusted (and less the Deposit, Deferred Purchase Price and any amounts delivered into the Escrow Account pursuant to Section 2.2) will be payable in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by the Sellers to the Buyer in writing), as further described in Section 8.1.1. Payments to be made following the Closing under this Article 2 shall be made by wire transfer of immediately available funds within five (5) Business Days after the final determination is made that such payments are due and payable (pursuant to wire transfer instructions designated in advance by the receiving Party to the paying Party in writing) for the account of the receiving Party.

2.11 Tax Allocation. The Sellers and the Buyer shall cooperate in the preparation of Internal Revenue Service Form(s) 8594 to report the allocation of the Purchase Price and any other items properly treated as taxable consideration (as determined for U.S. federal income tax purposes) among the Properties in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder to the extent allowed under applicable U.S. federal income tax law. The Parties agree that (a) for purposes of the such allocation, the Properties are properly classified as “Class V assets” (within the meaning of Treasury Regulations Section 1.338-6(b)(2)(v)) and (b) neither Party shall take any position inconsistent with such allocation in their respective Tax Returns or any Tax audit, claim or similar proceedings unless required by a “determination” within the meaning of Section 1313(a) of the Code or with the consent of the other Party.

2.12 Casualty Loss. Notwithstanding anything herein to the contrary from and after the Effective Time, if Closing occurs, the Buyer shall assume all risk of loss of the Properties, including, without limitation, all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any Well, collapsed casing or sand infiltration of any Well) and the depreciation of personal property due to ordinary wear and tear, in each case, with respect to the Properties. Without limiting the foregoing, if after the Execution Date but prior to the Closing Date, any portion of the Properties is destroyed or taken as a result of a Casualty (a “Casualty Loss”), the Buyer will nevertheless be required to close and such Casualty Loss shall result in a downward adjustment to the Purchase Price equal to the lesser of (a) the Allocated Value of the Property(ies) affected by such Casualty Loss and (b) the amount of such Casualty Loss (the amount so determined, “Casualty Loss Amount”); provided, however, that to the extent the amount of such Casualty Loss is greater than the downward adjustments to the Purchase Price under this Section 2.12, the Sellers, at Closing, shall pay to the Buyer all sums paid to the Sellers by Third Parties by reason of such Casualty Loss insofar as with respect to the Properties and

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shall assign, transfer and set over to the Buyer or subrogate the Buyer to all of the Sellers’ right, title and interest (if any) in insurance claims, unpaid awards and other rights against Third Parties (excluding any Liabilities, other than insurance claims, of or against any Seller Indemnified Parties) arising out of such Casualty Loss insofar as with respect to the Properties; provided, however, that the Sellers shall reserve and retain (and the Buyer shall assign to the Sellers) all rights, title, interests and claims against Third Parties for the recovery of the Sellers’ costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against Third Parties with respect to any such Casualty Loss.

2.13 Withholding. Notwithstanding anything to the contrary stated elsewhere in this Agreement, the Buyer shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any consideration payable or otherwise deliverable pursuant to this Agreement to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment as required by applicable Law. To the extent such amounts are so withheld and paid over to or deposited with the relevant Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect to which such deduction and withholding was made.

ARTICLE 3

SELLERS’ REPRESENTATIONS AND WARRANTIES

3.1 Organization, Good Standing, Etc. Such Seller is duly formed, validly existing and in good standing under the Laws of the state of its formation. Such Seller is duly qualified to do business in each jurisdiction in which the nature of the business conducted by such Seller or the character of the assets owned, leased or used by such Seller makes such qualification and/or licensing necessary, except where the failure to be so qualified and/or licensed, and in good standing, singularly or in the aggregate, has not been and would not reasonably be expected to be material to such Seller’s ability to consummate the transactions contemplated by this Agreement.

3.2 Authorization. Such Seller has taken all necessary company action to authorize the execution, delivery and performance of this Agreement and has adequate company power, authority and legal right to enter into, execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement is legal, valid and binding with respect to such Seller and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally.

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3.3 No Breach. Except as disclosed in Schedule 3.3, and subject to compliance with the HSR Act, and assuming the receipt of all consents and approvals from Third Parties in connection with the transactions contemplated hereby and the waiver of or compliance with all PPR’s applicable to the transactions contemplated hereby, the execution, delivery, performance and consummation of this Agreement does not and will not: (a) violate, conflict with or constitute a default or an event that, with notice or lapse of time or both, would be a default, breach or violation under any term or provision of the governing documents of such Seller; (b) result in a default or an event that, with notice or lapse of time or both, would be a default, breach or violation under any term or provision of any agreement, contract, promissory note, indenture, mortgage, deed of trust or lease to which such Seller is a party or by which such Seller or its interest in any of the Properties is bound, except for any such violation, conflict or default that has been waived or consented to by the appropriate counterparty; (c) violate, conflict with or constitute a breach of any Law applicable to such Seller or by which such Seller or its interest in any of the Properties is bound; (d) violate any judgment, order, writ, injunction, ruling, or decree applicable to any Seller as a party in interest; or (e) except for Permitted Encumbrances, result in the creation, imposition or continuation of any Lien on or affecting such Seller’s interest in the Properties, except any matters described in clauses (b) or (d) above that would not have a Material Adverse Effect.

3.4 Litigation. Except as disclosed in Schedule 3.4, there is no Proceeding pending or, to such Seller’s Knowledge, threatened in writing before any Governmental Authority against such Seller or its Affiliates involving such Seller’s interest in the Properties or otherwise affecting the Properties. Such Seller is not, and none of the Properties are, subject to any unsatisfied order, injunction, judgment or decree of a Governmental Authority. Notwithstanding the foregoing, the Sellers make no representation or warranty as to any Proceedings (or any judgments, orders, writs, rules, injunctions, or decrees), including any state or federal rulemaking or similar proceedings by any Governmental Authority, which are, or contain issues, of broad applicability to, or which broadly affect, the Hydrocarbon exploration and production industry, other than any such Proceedings in which any of the Sellers are a named party.

3.5 Taxes. Except as disclosed in Schedule 3.5, all Asset Taxes based on or measured by such Seller’s (or any of its Affiliates) ownership or operation of the Properties or the production or removal of Hydrocarbons or the receipt of proceeds therefrom, have been timely and properly paid in full when due to the appropriate Governmental Authority. All Tax Returns relating to the Properties or Asset Taxes required to have been filed by such Seller (or any of its Affiliates) with respect to the Properties or production or removal of Hydrocarbons or the receipt of proceeds therefrom have been duly and timely filed (taking into account any extension of time to file granted or obtained) for all taxable periods with all Governmental Authorities and all such Tax Returns are true and correct in all material respects. No action, suit, Governmental Authority proceeding, or audit is now in progress or pending with respect to any Asset Taxes. There are no encumbrances for a material amount of Taxes upon any Property or the production or removal of Hydrocarbons or the receipt of proceeds therefrom, other than those described in clause (b) of the definition of Permitted Encumbrances. None of the Properties is, or ever has been at any time on or subsequent to January 1, 2015, subject to any Tax partnership agreement or is otherwise treated as held in an arrangement requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

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3.6 Permits. Except as set forth on Schedule 3.6, (a) such Seller has, in all material respects, all Permits (excluding those required under Environmental Laws) required to own the Properties and permit the operation of the Properties as presently owned and operated by such Seller, (b) each such Permit has been duly and validly issued and is in full force and effect, (c) such Seller is in material compliance with all obligations under such Permits and (d) there are no outstanding violations of any such Permit.

3.7 Compliance with Laws. Such Seller is in compliance with, and the Properties have been operated in compliance with the provisions and requirements of all applicable Laws in all material respects (excluding Laws with respect to Taxes, which are addressed in Section 3.5, and Environmental Laws, which are addressed in Section 3.9). Such Seller has not received written notice from any Governmental Authority regarding any unresolved material violation or failure to comply with any Law.

3.8 Material Contracts. Schedule 3.8 sets for all Contracts as of the Execution Date of the types described below, in each case, (x) to which any Seller is a party (or is a successor or assign of a party) and (y) which will be binding on the Properties after the Closing (collectively, the “Material Contracts”):

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Except as set forth on Schedule 3.8, (a) each Material Contract constitutes the legal, valid and binding obligation of such Seller, as applicable, and is in full force and effect in all material respects and enforceable in accordance with its terms against such Seller and, to such Seller’s Knowledge, the other parties thereto and (b) there exists no default in any material respect under any Material Contract by such Seller or, to such Seller’s Knowledge, by any other Person that is a party to such Material Contract. Prior to the execution of this Agreement, the Sellers have made available to the Buyer complete copies of each Material Contract and all material amendments thereto.

3.9 Environmental and Safety Matters. Except as disclosed on Schedule 3.9, (a) no written notice of material violation of, or Liability under, any Environmental Laws relating to the Properties has been received by such Seller from any Governmental Authority or other Person where such violation has not been previously cured or otherwise resolved, (b) neither such Seller nor the Properties are subject to any Proceedings under any Environmental Law, whether pending or, to such Seller’s Knowledge, threatened in writing, (c) such Seller has not entered into any agreement with, or is subject to any order, decree, plea, diversion agreement or judgment issued by a Governmental Authority pursuant to Environmental Laws that materially interferes with, requires a material change in or materially restricts the future operation, or that requires remediation of any part of the Properties, in each case, that remains unresolved, (d) such Seller has been in material compliance with all Environmental Laws, including any Permits required under Environmental Laws for the ownership and operation of the Properties, (e) such Seller has not disposed of, arranged for the disposal of, or transported off-site of the Properties any Hazardous Substances generated from the Properties, in each case, so as to give rise to any material Liabilities under Environmental Laws, and (f) such Seller has not assumed, undertaken, or given an indemnity with respect to any material Liability of another Person arising under Environmental Laws affecting the Properties. Prior to the execution of this Agreement, the Sellers have made available to the Buyer all environmental site assessment reports and similar environmental reports and studies prepared during the previous five (5) years relating to the Properties that are in its possession or reasonable control. Notwithstanding anything to the contrary in this Section 3.9 or elsewhere in this Agreement, such Seller makes no, and disclaims any, representation or warranty, express or implied, with respect to the presence or absence of NORM and produced waters and Hydrocarbons in or on the Properties or equipment and the Buyer understands that such substances may be present in or on the Properties or equipment in quantities typical for

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oilfield or gas operations in the areas in which the Properties are located. Notwithstanding any other provision of this Agreement, the representation and warranty in this Section 3.9 and Section 3.15, shall be the sole and exclusive representation or warranty with respect to Environmental Laws, Hazardous Substances and other environmental matters, and no other representation or warranty appearing in this Agreement shall be construed to cover any such matters.

3.10 Broker’s or Finder’s Fees. Such Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated by this Agreement for which the Buyer will have any responsibility whatsoever.

3.11 Bankruptcy. Except as it relates to the Bankruptcy Cases, there are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by or, to such Seller’s Knowledge, threatened against the Sellers. Such Seller is not (and will not be upon consummation of the transactions contemplated hereby) insolvent.

3.12 Preferential Rights of Purchase and Consents to Assign. Except as disclosed in Schedule 3.12, and subject to compliance with the HSR Act, no interest of such Seller in a Property is subject to any (a) PPR or (b) Required Consent of any Third Party to the sale and conveyance of such Seller’s interest in the Properties as provided for in this Agreement (except for Customary Post-Closing Consents).

3.13 Balancing. Except as disclosed in Schedule 3.13 as of the respective date(s) shown thereon, (a) neither such Seller or any of its Affiliates has received payment under any Contract for the sale of Hydrocarbons produced from the Properties which requires delivery in the future to any Person of Hydrocarbons previously paid for and not yet delivered, (b) neither such Seller or any of its Affiliates has any obligation by virtue of any take-or-pay payment, advance payment, prepayment or other similar payment to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Properties at some future time without receiving payment therefor at or after the time of delivery, and (c) there are not any Imbalances attributable to the Properties.

3.14 Non-Consent Operations. Except as set forth on Schedule 3.14 or otherwise reflected on Exhibit A-1, as of the Execution Date no operations are being conducted or have been conducted on the Properties with respect to which such Seller has elected to be a non-consenting party under the applicable operating agreement and with respect to which all of such Seller’s rights have not yet reverted to it.

3.15 Plugging and Abandonment. Except as set forth on Schedule 3.15, (a) such Seller has not received any written notices or demands from Governmental Authorities to plug or abandon any Wells and (b) there are no Wells that have been plugged, dismantled or abandoned by such Seller or its Affiliates or, to such Seller’s Knowledge as of the Execution Date, by any Third Party operator, in each case, in a manner that does not comply, in all material respects, with applicable Law or Contract.

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3.16 Suspended Funds; Royalties. As of the Execution Date, such Seller does not hold any Suspended Funds. Except for Suspended Funds, (a) such Seller has paid, in all material respects, all royalties, overriding royalties, and other burdens on production due by such Seller with respect to the Properties and (b) all royalties, overriding royalties, and other burdens on production due to such Seller with respect to the Properties are being received by such Seller in a timely manner and are not being held in suspense by Third Parties.

3.17 Capital Commitments. Except as set forth on Schedule 3.17, as of the Execution Date, there are no outstanding AFEs or other capital commitments to Third Parties that were binding on the Properties and could reasonably be expected to require expenditures by the Sellers after the Execution Date in excess of Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00), net to the interests of the Sellers.

3.18 Credit Support. Schedule 3.18 contains (a) a true and complete list of all surety bonds, letters of credit, guarantees, and other forms of credit support currently maintained, posted, or otherwise held by such Seller with Third Parties, including any Governmental Authorities, contract counterparties, or other Person related to the ownership or operation of the Properties and (b) any other sinking funds, reserves, escrows, cash deposits, financial instruments, surety agreements, guarantees and other items of credit support that such Seller is liable for and are binding on any of the Properties, including the Operational Escrow Accounts.

3.19 Wells. Except as set forth on Schedule 3.19:

3.20 Payout Balances.Schedule 3.20 sets forth all Wells comprising the Properties that are subject to a reversion or other adjustment at some level of cost recovery or payout (or passage of time or other event other than termination of a Real Property Interest by its terms), and the status of any “payout” balance as of the applicable dates set forth in Schedule 3.20.

3.21 Surface Use.Except as set forth in Schedule 3.21, none of the Contracts to which the Properties are bound are subject to or contain any restrictions on such Seller’s use of the surface, in connection with Hydrocarbon operations that would materially and adversely affect the operation of the Properties as currently used and operated.

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3.22 Casualty Loss. There have been no Casualty Losses since the Effective Time with respect to any Properties with damages estimated to exceed Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00), net to the Sellers’ interest. There is no Proceeding for condemnation or taking under right of eminent domain (whether permanent, temporary, whole or partial) with respect to any Property or portion thereof.

3.23 Real Property Interests. Except as set forth on Schedule 3.23, (a) all material bonuses, rentals and other material similar maintenance payments due under the Real Property Interests operated by such Seller or any of its Affiliates have been properly and timely paid in accordance with the terms of such Real Property Interests, (b)(i) as of the Execution Date, neither such Seller or any of its Affiliates has received any unresolved written notices alleging any material default or breach under any Real Property Interest by such Seller, and (ii) neither such Seller nor any of its Affiliates is and, to such Seller’s Knowledge as of the Execution Date, no other party to any Real Property Interest, is in material default or breach of the terms, provisions or conditions of the Real Property Interests, (c) as of the Execution Date, neither such Seller or any of its Affiliates has received written notice from a lessor of any material requirements or demands to drill additional wells on any of the Real Property Interests, as applicable, which requirements or demands have not been resolved, (d) as of the Execution Date, neither such Seller or any of its Affiliates has received any unresolved written notice seeking to terminate any of the Real Property Interests, (e)(i) no Real Property Interest operated by such Seller or its Affiliates is being maintained in full force and effect by the payment of shut-in royalties or other payments in lieu of operations or production and (ii) to such Seller’s Knowledge as of the Execution Date, no Real Property Interest operated by a Third Party operator is being maintained in full force and effect by the payment of shut-in royalties or other payments in lieu of operations or production.

3.24 Specified Matters.Except as set forth on Schedule 3.24, there are no Liabilities incurred by, suffered by or owing by such Seller as of the Closing caused by, arising out of, or resulting from the following matters, to the extent attributable to the ownership, use or operation of any of the Properties:

3.25 Derivative Financial Instruments.There are no Contracts to which any Seller or any of its Affiliates is a party with respect to any swap, collar, cap, put, call, floor, forward, future or derivative transaction or option or similar hedge transaction with respect to any commodities, currencies or interest rates that will be binding on or that otherwise encumber the Properties after the Effective Time.

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3.26 Regulatory. As of the Execution Date, none of the Transferred Pipeline Assets is being regulated by FERC, and no Seller has received written notice from FERC indicating that any Transferred Pipeline Asset is being regulated or will be regulated by FERC.

3.27 Personal Property.All personal property (including the Equipment and Transferred Pipeline Assets) included in the Properties is in an operable state of repair adequate to maintain normal operations as currently operated and used by such Seller, in all material respects, ordinary wear and tear excepted. The personal property (including the Equipment and Transferred Pipeline Assets) included in the Properties constitutes, in all material respects, all of the personal property used in the ownership and operation of the Properties as currently owned and operated by the Sellers, and, collectively, the Sellers have good and marketable title to, or a valid enforceable interest, in all such personal property (including Equipment and Transferred Pipeline Assets), free and clear of all Liens (other than Permitted Encumbrances).

3.28 Affiliate Contracts and Arrangements. Except as otherwise set forth on Schedule 3.28, (a) such Seller and its Affiliates are not involved in any business arrangement or relationship or any Contracts with any other Seller or any of such Seller’s Affiliates relating to any of the Properties or the ownership, operation, development and/or use thereof that, in each case, will (i) not be terminated on or prior to the Closing or (ii) be applicable to, binding upon or otherwise burden any of the Properties and/or the ownership, operation, development and/or use of any of the Properties from and after the Closing and (b) other than the other Sellers, none of such Seller’s Affiliates owns any material asset, property, right or interest of any kind, whether tangible or intangible, that is primarily used in connection with the ownership, operation, use and/or development of any of the Properties that is not otherwise included in (or constitutes a part of) the Properties.

ARTICLE 4

BUYER’S REPRESENTATIONS AND WARRANTIES

4.1 Organization and Standing. The Buyer is duly formed and in good standing under the respective Laws of the state of its formation. The Buyer has (or, as of Closing, will have) the power and authority to acquire and own the Properties and to conduct business in the state of Texas.

4.2 Powers. The Buyer is duly authorized and empowered to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Neither the certificate of incorporation nor the bylaws of the Buyer, nor any other instrument to which the Buyer is a party or is bound, nor any court order or Law, rule or regulation, will be violated by the Buyer’s execution and consummation of this Agreement.

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4.3 No Restriction. The Buyer is not subject to any order, judgment or decree, or the subject of any litigation, claim or proceeding, pending or threatened, or any other restriction of any kind or character known to the Buyer, which would affect the Buyer’s ability to carry out the transactions contemplated by this Agreement.

4.4 Authorization. The Buyer has taken all necessary action to authorize the execution, delivery and performance of this Agreement and has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement is legal, valid and binding with respect to the Buyer and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally.

4.5 Non-Contravention. Subject to compliance with the HSR Act, the execution, delivery, performance and consummation by the Buyer of the transactions contemplated hereby will not (a) violate any provision of the certificate of incorporation or any other governing document of the Buyer and (b) breach or violate, or result (with the giving of notice or the lapse of time or both) in the breach, violation, acceleration or termination of, any contract, indenture, Lien, note, lease, agreement, license or Law (or the creation of any lien or encumbrance) to which the Buyer is subject or by which any of its assets are bound or subject, except, with respect to any such breach, violation, acceleration, termination or creation which would not prevent the consummation of the transactions contemplated hereby by the Buyer or result in the Sellers incurring any loss or liability therefrom.

4.6 Governmental Consent. Subject to compliance with the HSR Act, no consent, approval, or authorization of, or designation, or filing with, any Governmental Authority is required on the part of the Buyer in connection with the valid execution and delivery of this Agreement or the consummation of transactions contemplated hereby, except for any Customary Post-Closing Consents.

4.7 Litigation, Etc. There are no actions, proceedings, or investigations pending, or to the Buyer’s knowledge, any basis or threat thereof, which could reasonably be likely to materially impair the Buyer or its ability to consummate the transactions contemplated hereby.

4.8 Broker’s or Finder’s Fees. The Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated by this Agreement for which the Sellers will have any responsibility whatsoever.

4.9 Bankruptcy. There are no bankruptcy, insolvency, reorganization or arrangement proceedings pending, being contemplated by or to the Buyer’s knowledge threatened against the Buyer or any Affiliate of the Buyer.

4.10 Qualifications. The Buyer is qualified with all applicable Governmental Authorities to own and operate the Properties.

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4.11 Financing. The Buyer has or will have, sufficient cash, available lines of credit, secured financing or other sources of immediately available funds to enable it to (a) pay the Deposit as of the Execution Date, (b) pay the Purchase Price, less the Deposit, on each of the Target Closing Date and the Closing Date, (c) pay the Deferred Purchase Price on the date that is the first anniversary of the Closing Date, (d) pay the Contingent Payments, when and as due and payable pursuant to the terms of this Agreement, and (e) consummate the transactions contemplated by this Agreement. The Buyer’s obligation to consummate the transactions contemplated by this Agreement is not subject to any condition or contingency with respect to any financing.

4.12 Investment. The Buyer (a) is sophisticated in the evaluation, purchase, ownership and operation of oil and gas properties and related facilities and is aware of the risks associated with the purchase, ownership and operation of such properties and facilities, (b) is capable of evaluating, and hereby acknowledges that it has so evaluated, the merits and risks of the Properties, ownership and operation thereof and its obligations hereunder, and (c) is able to bear the economic risks associated with the Properties, ownership and operation thereof and its obligations hereunder. In making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, but, in all cases, subject and without prejudice to the Buyer’s rights and remedies set forth in this Agreement, the Buyer (i) has relied or shall rely solely on the terms and conditions of this Agreement and its own independent investigation and evaluation of the Properties and the advice of its own legal, Tax, economic, environmental, engineering, geological and geophysical advisors and acknowledges and agrees that, except for the representations and warranties set forth herein and the certificate delivered at Closing by the Sellers pursuant to Section 8.2.4, (A) it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made at any time by the Sellers or any of their respective directors, officers, shareholders, employees, Affiliates, controlling Persons, agents, advisors or representatives or any other Person, whether or not any such representations, warranties or statements were made in writing or orally, (B) no Seller nor any of their respective directors, officers, shareholders, employees, Affiliates, controlling Persons, agents, advisors or representatives or any other Person makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, including any information, document or material provided or made available, or statements made or provided to the Buyer (including its directors, officers, employees, Affiliates, controlling Persons, agents or representatives) in connection with the transactions contemplated by this Agreement, including without limitation, any such information contained in or provided in “data rooms”, management presentations or supplemental due diligence information provided by the Sellers or discussions or access to management of the Sellers; and (C) the information referred to in clause (B) above may include certain projections, estimates and other forecasts and plans and that there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and the Buyer is familiar with such uncertainties and takes full responsibility for making its own evaluation of the adequacy and accuracy of all such projections, estimates and other forecasts and plans and any use or reliance by the Buyer on such information referred to in clause (B) above is (or the projections, estimates and other forecasts and plans that may be

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contained therein) at the Buyer’s sole risk; (ii) has satisfied or shall satisfy itself through the protections provided to the Buyer herein and its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Properties; and (iii) except as expressly set forth herein, agrees to the fullest extent permitted by Law that no Seller nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to the Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including in contract or tort, under Federal or state securities laws or otherwise) resulting from the distribution to the Buyer or the Buyer’s use of any of the information referred to in clause (i)(B) above.

4.13 Securities Law Compliance. The Buyer is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended, (the “Securities Act”) and is acquiring the Properties for its own account for use in its trade or business, and not with a view toward or for sale associated with any distribution thereof, nor with any present intention of making a distribution thereof within the meaning of the Securities Act and applicable state securities Laws. The Buyer agrees that the Properties may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of without registration under the Securities Act and any applicable foreign and state securities Laws, except under an exemption from such registration under the Securities Act and such Laws.

4.14 R&W Insurance Policy. The Buyer has received a written commitment from the R&W Insurer to fully bind the R&W Insurance Policy effective as of the Closing Date. The Buyer has provided a true and correct copy of such commitment to the Sellers prior to the Execution Date. The Buyer acknowledges that obtaining such commitment and the R&W Insurance Policy is a material inducement to the Sellers entering into the transactions contemplated by this Agreement, and that the Sellers are relying on the Buyer’s covenants and obligations set forth in this Section 4.14. Notwithstanding the foregoing, for the avoidance of doubt, the Buyer acknowledges and agrees that the obtaining of the R&W Insurance Policy is not a condition to the Closing and the Buyer shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in Article 6 of this Agreement, to consummate the transactions contemplated by this Agreement.

ARTICLE 5

COVENANTS

5.1 Access to Information.

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5.2 Conduct of Business. Except (a) as set forth on Schedule 5.2, (b) as otherwise provided in the Contracts, (c) as required by Law (including any Public Health Measures) or Permit, (d) as necessary to maintain a Real Property Interest, (e) as required in the event of an emergency to protect life, property or the environment, (f) as specifically contemplated in this Agreement or (g) as otherwise approved in writing by the Buyer (which approval shall not be unreasonably withheld, conditioned, or delayed, except such consent shall be in Buyer’s sole discretion with respect to Sections 5.2.2, 5.2.4, 5.2.6 and 5.2.12), from and after the Execution Date until Closing:

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5.3 Approval of Conduct. Requests for approval of any action restricted by Section 5.2 shall be delivered to either of the following individuals by electronic correspondence (at the email addresses set forth below), each of whom shall have full authority to grant or deny such requests for approval on behalf of the Buyer (such approval not to be unreasonably withheld, conditioned or delayed, except such consent shall be in the Buyer’s sole discretion with respect to Sections 5.2.2, 5.2.4, 5.2.6 and 5.2.12):

Steven Adam                                     Jennifer Cadena

Email: ***@***     Email: ***@***

The Buyer’s approval of any action restricted by Section 5.2 shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in such Seller’s notice) after such Seller’s notice to the Buyer requesting such consent unless the Buyer notifies such Seller to the contrary during that period. In the event of an emergency, the Sellers may take such action as a prudent owner or operator would take and shall notify the Buyer of such action promptly thereafter.

5.4 Other Owners. The Buyer acknowledges that the Sellers own undivided interests in certain of the interests comprising the Real Property Interests with respect to which there exist other working interest owners, and the Buyer agrees that the acts or omissions of any other working interest owner or any other Person who is not a Seller or an Affiliate of any Seller shall not constitute a breach of the provisions of Section 5.2, and no action required by a vote of working interest owners shall constitute such a breach so long as the Sellers have voted their interest in a manner that complies with the provisions of Section 5.2.

5.5 Revenues; Property Costs. For all purposes including the Purchase Price adjustments under Article 2 of this Agreement, the Sellers and the Buyer will properly allocate revenues before and after the Effective Time and will make payments to each other to the extent necessary for such proper allocation. Following the Closing, in the event either (a) the Buyer receives production or other revenues attributable to any of the Properties for any periods prior to the Effective Time or (b) a Seller receives production or other revenues attributable to any of the Properties for any periods after the Effective Time,

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in either case, which is not accounted for in the Closing Statement or the Final Statement, the receiving Party will hold such revenues for the exclusive benefit of the Party entitled thereto and, if not taken into account for purposes of the Closing Statement or the Final Statement, will pay any such amounts due to such Party within thirty (30) days after receipt. Following the Closing, (i) the Buyer shall be responsible for and promptly pay or reimburse the Sellers (if paid or incurred by the Sellers or any of their Affiliates), as applicable, for any Property Costs that are incurred on or after the Effective Time (or that are otherwise attributable to any post-Effective Time period) and (ii) the Sellers shall be responsible for and promptly pay or reimburse the Buyer (if paid or incurred by the Buyer or any of its Affiliates), as applicable, for any Property Costs that are incurred prior to the Effective Time (or that are otherwise attributable to any pre-Effective Time period), in either case promptly after receipt of an invoice from the other Party with respect to such Property Costs, accompanied by copies of the relevant vendor or other invoice and proof of payment, and in either case, if any such amounts are not accounted for in the Closing Statement or Final Statement the owing Party shall pay the owed Party the applicable amount within thirty (30) days after request thereof, which obligation shall remain in effect for eighteen (18) months after the Closing Date. Should the Sellers receive any invoice or charge after the Closing for any Property Costs that are incurred on or after the Effective Time (or that are otherwise attributable to any post-Effective Time period), the Sellers shall promptly forward the same to the Buyer, accompanied by copies of the relevant vendor or other invoice information.

5.6 Tax Matters.

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5.7 Suspended Funds. As part of the final accounting in connection with the Final Statement pursuant to Section 2.9, each Seller will deliver to the Buyer, in the form of an adjustment to the Purchase Price as set forth in Section 2.7, any Suspended Funds in its possession (accounting for any changes to such amounts prior to the delivery of the Final Statement as a result of the Sellers’ administration of the Suspended Funds in the Ordinary Course of Business) and the Buyer shall administer all such Suspended Funds and assume all payment obligations relating to the Suspended Funds in accordance with all applicable Laws, and shall be liable for the payment thereof to the proper parties.

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5.8 R&W Insurance Policy.

5.9 Operatorship. Notwithstanding anything herein to the contrary, the Sellers shall use Commercially Reasonable Efforts in support of the Buyer succeeding in being appointed successor operator as of the Closing for the Properties for which the Sellers or their Affiliates currently serve as; provided that, the Sellers make no representation and do not warrant or guarantee that the Buyer will succeed in being appointed successor operator. The Buyer shall promptly, following Closing, file and diligently pursue until receipt of any acknowledgement, consent or confirmation by Governmental Authorities all appropriate forms, permit transfers and declarations or bonds with federal and state agencies relative to the Buyer’s assumption of operatorship. For all Properties operated by any of the Sellers, the Buyer shall execute and deliver to the Sellers, on forms proscribed by the applicable Governmental Authorities which are to be prepared by the Buyer and acceptable to the Sellers, and the Sellers shall promptly file, such applicable forms transferring operatorship of such Properties to the Buyer. The Sellers agree to execute and deliver to the Buyer any and all documents reasonably requested by the Buyer to assist in establishing the Buyer or the Buyer’s designee as operator of the Properties under the Contracts and applicable Law.

5.10 Limitations on Representations and Warranties.

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5.11 NORM, WASTES AND OTHER SUBSTANCES. THE BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTIES HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND THAT EQUIPMENT AND SITES INCLUDED IN THE PROPERTIES MAY CONTAIN ASBESTOS, NATURALLY OCCURRING RADIOACTIVE MATERIAL (“NORM”) OR OTHER HAZARDOUS SUBSTANCES. NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF WELLS, MATERIALS, AND EQUIPMENT AS SCALE, OR IN OTHER FORMS. THE WELLS, MATERIALS, AND EQUIPMENT LOCATED ON THE PROPERTIES OR INCLUDED IN THE PROPERTIES MAY CONTAIN NORM AND OTHER WASTES OR HAZARDOUS SUBSTANCES. NORM CONTAINING MATERIAL AND/OR OTHER WASTES OR HAZARDOUS SUBSTANCES MAY HAVE COME IN CONTACT WITH VARIOUS ENVIRONMENTAL MEDIA, INCLUDING, WITHOUT LIMITATION, AIR, WATER, SOILS OR SEDIMENT. SPECIAL PROCEDURES MAY BE REQUIRED FOR THE ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION, OR DISPOSAL OF ENVIRONMENTAL MEDIA, WASTES, ASBESTOS, NORM AND OTHER HAZARDOUS SUBSTANCES FROM THE PROPERTIES.

5.12 Employment Transfer Agreement. Contemporaneously with the execution of this Agreement, the Sellers and the Buyer have entered into an Employment Transfer Agreement in the form attached hereto as Exhibit D (the “Employment Transfer Agreement”) which will govern the process by which the Buyer may identify employees of the Sellers to whom the Buyer may, but shall not be obligated to, offer employment and which further specifies the process by which the Buyer and the Sellers have agreed the Buyer may solicit such identified employees to accept employment with the Buyer.

5.13 Government Reviews.

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5.14 Material Midstream Contracts.

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5.15 Financing.

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5.16 Financing Cooperation.

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5.17 FCC Licenses.

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ARTICLE 6

BUYER’S CONDITIONS PRECEDENT

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ARTICLE 7

SELLERS’ CONDITIONS PRECEDENT

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ARTICLE 8

CLOSING

8.1 Buyer’s Deliveries. On the Closing Date, and subject to the simultaneous performance by the Sellers of their obligations under Section 8.2, the Buyer will deliver or cause to be delivered the following items:

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8.2 Sellers’ Deliveries. On the Closing Date, and subject to the simultaneous performance by the Buyer of its obligations under Section 8.1, each Seller will deliver or cause to be delivered to the Buyer the following items (all documents will be duly executed and acknowledged where required):

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8.3 Post-Closing Adjustments. The Buyer and the Sellers agree that the Purchase Price will be further adjusted after the Closing Date in accordance with the provisions of Article 2 of this Agreement.

8.4 Post-Closing Deliveries.

8.5 Deferred Purchase Price. Notwithstanding anything to the contrary set forth in this Agreement, in addition to the payment under Section 8.1.1, the Purchase Price shall consist of, and the Buyer shall pay to the Sellers, an aggregate amount equal to the Deferred Purchase Price on the date that is the first anniversary of the Closing Date, as adjusted pursuant to the terms hereof. Notwithstanding anything herein to the contrary, the Buyer shall have the right, but not the obligation, to prepay all or any portion of the Deferred Purchase Price at any time in its sole and absolute discretion.

8.6 Contingent Payments. In addition to the Purchase Price, the consideration for the sale of the Properties shall also consist of, and the Buyer shall pay to the Sellers, the amounts (if any) determined to be payable to the Sellers in accordance with the terms listed on Schedule 8.6 (such amounts, the “Contingent Payments”).

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ARTICLE 9

PRESS RELEASES

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ARTICLE 10

INDEMNIFICATION

10.1 Assumed Obligations. Without limiting the Buyer’s rights to indemnity under this Article 10, the terms of Article 2 (including the Buyer’s rights and remedies arising thereunder), the R&W Insurance Policy or any adjustment to the Purchase Price under this Agreement, upon the consummation of the Closing, the Buyer will assume all of the Assumed Obligations.

10.2 Sellers’ Indemnification. From and after the Closing the Sellers hereby agree, subject to the limitations set forth in Section 10.6, to jointly and severally defend, indemnify, and hold harmless the Buyer and the Buyer’s directors, partners, members, managers, officers, agents, employees, successors and permitted assigns (the “Buyer Indemnified Parties”) for, from and against any Liability (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred or suffered by any of the Buyer Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) the Sellers’ breach of any covenant or agreement made by the Sellers contained in this Agreement that by its terms applies or is to be performed in whole or in part after the Closing and (b) any of the Excluded Assets or Seller Taxes.

10.3 Buyer’s Indemnification. From and after the Closing the Buyer hereby agrees, subject to the limitations set forth in Section 10.6, to defend, indemnify, and hold harmless the Sellers, their Affiliates and each of their respective directors, partners, members, managers, officers, agents and employees (the “Seller Indemnified Parties”) for, from and against any Liability (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred or suffered by any of the Seller Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) the Buyer’s breach of any covenant or agreement made by the Buyer contained in this Agreement that by its terms applies or is to be performed in whole or in part after the Closing and (b) any of the Assumed Obligations.

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10.4 Indemnification Procedure. If any indemnified party discovers or otherwise becomes aware of the basis for an indemnification claim arising under this Agreement, such party will promptly give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such indemnified party under this Agreement; provided, however, the failure of any indemnified party to give notice as provided herein will not relieve the indemnifying party of any obligations hereunder or in any manner constitute a waiver by the indemnified party of any of its rights under this Agreement, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made against any indemnifying party, the indemnified party will give written notice to the indemnifying party of the commencement of such action; provided, however, the failure of any indemnified party to give notice as provided herein will not relieve the indemnifying party of any obligations hereunder or in any manner constitute a waiver by the indemnified party of any of its rights under this Agreement, to the extent the indemnifying party is not materially prejudiced thereby.

10.5 Defense. If any action discussed in Section 10.4 is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof to the extent that it may wish, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless the indemnifying party has failed to assume and diligently prosecute the defense of such claim. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel, the expenses of such defense to be paid by the indemnifying party. As a condition to the indemnifying party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying party in the prosecution or defense of such indemnified claim at no unreasonable expense to the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim either (a) without the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, or (b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying party, without the consent of such indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed.

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10.6 Certain Limitations on Indemnity Obligations.

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10.7 EXTENT OF INDEMNIFICATION. WITHOUT LIMITING OR ENLARGING THE SCOPE OF THE INDEMNIFICATION, DEFENSE AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, AN INDEMNIFIED PERSON SHALL BE ENTITLED TO INDEMNIFICATION HEREUNDER IN ACCORDANCE WITH THE TERMS OF SECTIONS 10.2 OR 10.3, REGARDLESS OF WHETHER THE ACT, OCCURRENCE OR CIRCUMSTANCE GIVING RISE TO ANY SUCH INDEMNIFICATION OBLIGATION IS THE RESULT OF THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, BREACH OF DUTY (STATUTORY OR OTHERWISE), OR OTHER FAULT OR VIOLATION OF ANY LAW OF OR BY ANY SUCH INDEMNIFIED PERSON; PROVIDED THAT NO SUCH INDEMNIFICATION SHALL BE APPLICABLE TO THE EXTENT OF ANY FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PERSON.

ARTICLE 11

BOOKS AND RECORDS

ARTICLE 12

TERMINATION

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12.1 Right to Terminate. Subject to Section 12.2, this Agreement may be terminated at any time prior to the consummation of the Closing upon the occurrence of any one or more of the following:

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provided that a Party may not terminate this Agreement pursuant to Sections 12.1.2 or 12.1.3 above if such Party is, at such time, in material breach of this Agreement.

12.2 Effect of Termination. In the event of termination, written notice thereof will be given to the other Party specifying the provision pursuant to which such termination is made. Except as specifically provided in Section 12.3, on the termination of this Agreement the Deposit will be refunded to the Buyer. If this Agreement is terminated in accordance with Section 12.1, the provisions contained in this Section 12 and in Sections 1.2, 5.1.2, 9, 13.1, 13.2, 13.4 - 13.17, 13.19, and 13.20 and such defined terms in Article 1 as may be required to give meaning to such sections, and the Confidentiality Agreement shall survive such termination of this Agreement. Upon termination of this Agreement under Section 12.1 no Party shall have any liability under this Agreement except to the extent set forth in Section 12.2, Section 12.3 and the Confidentiality Agreement.

12.3 Distribution of Deposit Upon Termination.

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ARTICLE 13

MISCELLANEOUS

13.1 Time. This Agreement contains a number of dates and times by which performance or the exercise of rights is due, and the Parties intend that each and every such date and time be the firm and final date and time, as agreed. For this reason, each Party hereby waives and relinquishes any right it might otherwise have to challenge its failure to meet any performance or rights election date applicable to it on the basis that its late action constitutes substantial performance, to require the other Party to show prejudice (except as may expressly be set forth herein), or on any equitable grounds. Without limiting the foregoing, time is of the essence of this Agreement. Notwithstanding the foregoing, if the date specified in this Agreement for giving any notice or taking any action, including the tendering of any payment hereunder, is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action or making such payment (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.

13.2 Notices. All notices and communications required or permitted under this Agreement (other than with respect to the Personnel Contact) shall be in writing addressed as indicated below, and any communication or delivery hereunder shall be deemed to have been duly delivered upon the earliest of: (a) actual receipt by the Party to be notified; (b) if sent by U.S. certified mail, postage prepaid, return receipt requested, then the date shown as received on the return notice; (c) if by email, then upon an affirmative reply by email by the intended recipient that such email was received (provided that, for the avoidance of doubt, an automated response from the email account or server of the intended recipient shall not constitute an affirmative reply); or (d) if by Federal Express overnight delivery (or other reputable overnight delivery service), the date shown on the notice of delivery. Addresses for all such notices and communication shall be as follows:

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Either Party may, upon written notice to the other Party, change the address(es) and person(s) to whom such communications are to be directed.

13.3 Cooperation. After Closing, the Parties each agree to take such further actions and to promptly execute, acknowledge and deliver all such further documents as are reasonably requested by the other in order to expeditiously carry out the purposes of this Agreement or of any document delivered pursuant to this Agreement, including the execution and delivery of any supplemental instruments related to the Assignment necessary to ensure all of the Properties to be conveyed to the Buyer are properly conveyed.

13.4 No Third Party Beneficiaries. Except as set forth in Section 13.25 (Limitation on Recourse), Section 13.27 (Debt Financing Sources) and for the indemnification rights of the Seller Indemnified Parties and the Buyer Indemnified Parties under Article 10, nothing in this Agreement, express or implied, is intended to confer upon anyone, other than the Parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement or to constitute any Person a Third Party beneficiary of this Agreement.

13.5 Cumulative Remedies. Subject to the other provisions hereof, no failure on the part of any Party to this Agreement to exercise and no delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise by any Party of any right hereunder preclude any other or further right of exercise thereof or the exercise of any other right.

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13.6 Choice of Law; Venue. Subject to Section 13.27, this Agreement, the legal relations between the Parties, and all claims or causes of action (whether in tort, contract, or statute) that may be based upon or arise out of, or relate to this Agreement, or the negotiation, execution or performance of this Agreement will be interpreted, construed and enforced in accordance with the Laws of the State of Texas (including its statutes of limitations), without giving effect to any rules or principles of conflicts of Law that might otherwise refer to the Laws of another jurisdiction. The venue for any action brought under this Agreement shall be Harris County, Texas.

13.7 Jurisdiction. Subject to Section 13.27, each Party consents to personal jurisdiction in any action brought in the United States federal courts located within Houston, Texas (or, if jurisdiction is not available in the United States federal courts, to personal jurisdiction in any action brought in the state courts located in Houston, Texas) with respect to any dispute, claim or controversy arising out of or in relation to or in connection with this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy or claim (except to the extent a dispute, controversy, or claim arising out of or in relation to or in connection with the determination of a Title Defect Amount or Title Benefit amount pursuant to Section 2.2.11, or the determination of Purchase Price adjustments pursuant to Section 2.9 is referred to an expert pursuant to those Sections) will be instituted exclusively the United States federal courts located within Houston, Texas (or, if jurisdiction is not available in the United States federal courts, to personal jurisdiction in any action brought in the state courts located in Houston, Texas). Subject to Section 13.27, each Party hereby irrevocably waives, to the fullest extent permitted by applicable Laws, (a) any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any of the aforesaid courts, (b) any claim it may now or hereafter have that any such action, suit, or proceeding has been brought in an inconvenient forum, and (c) the right to object, in connection with such action, suit, or proceeding, that any such court does not have any jurisdiction over such Party. Each Party hereby irrevocably consents to the service of any papers, notices, or process at the address set out in Section 13.2 of this Agreement in connection with any action, suit, or proceeding and agrees that nothing herein will affect the right of the other Party to serve any such papers, notices, or process in any other manner permitted by applicable Law. Each Party agrees that a judgement in any such dispute, controversy, or claim may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by applicable Law.

13.8 Entire Agreement. This Agreement and the Exhibits and Schedules attached hereto, the Assignment, the Seismic License Agreement, the Midstream Assignments, the Transition Services Agreement, and the other documents contemplated by this Agreement, together with the Confidentiality Agreement and the Employment Transfer Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and may not be contradicted by evidence of prior written or oral agreements, or contemporaneous or subsequent oral agreements of the Parties. There are no agreements, understandings, warranties or representations except as set forth herein or therein.

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13.9 Assignment. Except as contemplated in Section 13.18, it is agreed that no Party may assign this Agreement, in whole or in part, without the express written consent of Seller Representative (in the case of the Buyer) or the Buyer (in the case of any Seller), as the case may be, and no such assignment under Section 13.18 shall be deemed to have released the assigning Party from any of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

13.10 Amendment. Subject to Section 13.27, neither this Agreement, nor any of the provisions hereof may be amended, supplemented, changed, waived, discharged or terminated, except by an instrument in writing signed by all Parties.

13.11 Severability. If any clause or provision of this Agreement is illegal, invalid or unenforceable under any present or future law, the remainder of this Agreement will not be affected thereby. It is the intention of the Parties that if any such provision is held to be illegal, invalid or unenforceable, there will be added in lieu thereof a provision as similar in terms to such provisions as is possible to make such provision legal, valid and enforceable.

13.12 Attorney Fees. If any Party institutes an action or proceeding against any other Party relating to the provisions of this Agreement, including arbitration, the Party to such action or proceeding that does not prevail will reimburse the prevailing Party therein for the reasonable expenses of attorneys’ fees and disbursements incurred by the prevailing Party.

13.13 Waiver. Any failure by any party or parties hereto to comply with any of its or their obligations, agreements or conditions herein contained may be waived in writing, but not in any other manner, by the party or parties to whom such compliance is owed. Waiver of performance of any obligation or term contained in this Agreement by any Party, or waiver by one Party of the other’s default hereunder will not operate as a waiver of performance of any other obligation or term of this Agreement or a future waiver of the same obligation or a waiver of any future default.

13.14 Counterparts; Electronic Transmission. This Agreement may be executed in multiple counterparts, each of which will be an original instrument, but all of which will constitute one agreement. The execution and delivery of this Agreement by any Party may be evidenced by electronic transmission (including scanned documents delivered by email), which shall be binding upon any Party so executing.

13.15 WAIVER OF JURY TRIAL, SPECIAL DAMAGES, ETC. EACH OF THE BUYER AND THE SELLERS HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

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NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, NEITHER THE BUYER, THE SELLERS NOR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR ANY “SPECIAL DAMAGES” (AS DEFINED BELOW) EXCEPT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY “SPECIAL DAMAGES” (AS DEFINED BELOW) TO A THIRD PARTY THAT IS NOT AN INDEMNIFIED PARTY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 13.15 SHALL BE CONSTRUED AS LIMITING ANY PERSON’S ABILITY TO RECOVER DIRECT DAMAGES (INCLUDING LOST PROFITS THAT ARE DIRECT DAMAGES) AS PROVIDED UNDER TEXAS LAW. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL LOST PROFITS, DIMINUTION IN VALUE, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY AND PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED).

13.16 Mutuality. The Parties acknowledge and declare that this Agreement is the result of extensive arms-length negotiations between them. Accordingly, if there is any ambiguity in this Agreement, there shall be no presumption that this instrument was prepared solely by any Party and any rule of construction that a contract be construed against the drafter shall not apply to the interpretation or construction of this Agreement.

13.17 Schedules. The inclusion of any information (including Dollar amounts) in any section of the disclosure Schedules hereto shall not be deemed to be an admission or acknowledgment by a Seller that such information is required to be listed on such Schedule or is material to or outside the Ordinary Course of Business of such Seller. The information contained in this Agreement, the Exhibits and the Schedules hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any Third Party of any matter whatsoever (including, without limitation, any violation of a legal requirement or breach of contract or that a matter does, or may have, a Material Adverse Effect). Matters may be disclosed on a Schedule to this Agreement for purposes of information only. Matters disclosed in each Schedule shall qualify the representation and warranty in which such Schedule is referenced and any other representation and warranty to which the matters disclosed reasonably relate, but only to the extent such relation is reasonably apparent based on the manner in which such matter is scheduled.

13.18 Possible Exchange. Each Seller reserves the right to structure the transaction contemplated under the terms of this Agreement as a non-simultaneous like-kind exchange pursuant to Code Section 1031, and its implementing regulations. In connection with effectuating a non-simultaneous like-kind exchange, such Seller reserves the right, at or prior to Closing, to assign its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations) or to a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37). In addition, should a Seller choose to structure the transaction provided under the terms of this Agreement as a non-simultaneous like-kind exchange, the Buyer agrees to execute all documents reasonably necessary to effectuate the non-simultaneous like-kind-exchange.

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13.19 Sale or Use Tax, Recording Fees, and Similar Taxes and Fees. The Parties do not expect any sales, use, excise, real property transfer, gross receipts, goods and services, registration, capital, documentary, stamp or transfer Taxes, recording fees and similar Taxes and fees (“Transfer Taxes”) to be incurred or imposed upon, or with respect to, the property transfers or other transactions contemplated hereby, however, if any Transfer Taxes are incurred or imposed, such Transfer Taxes shall be borne by the Buyer. The Sellers will determine, and the Buyer agrees to cooperate with the Sellers in determining, Transfer Taxes, if any, that applicable Law requires the Sellers to collect from the Buyer in connection with the sale of the Properties hereunder, and the Buyer agrees to pay any such Transfer Taxes to the Sellers at Closing; provided, however, that the Sellers’ failure to collect any such Transfer Taxes at Closing shall not absolve the Buyer from the Buyer’s responsibility for such Transfer Taxes. If such transfers or transactions hereunder are exempt from Transfer Taxes upon the filing of an appropriate certificate or other evidence of exemption, the Buyer or the Sellers, as applicable, will timely furnish the applicable certificate or evidence to the other Party and/or the applicable Governmental Authority, as appropriate.

13.20 Expenses. Except as provided in Section 13.19, all expenses incurred by the Sellers in connection with or related to the authorization, preparation or execution of this Agreement, the conveyances delivered hereunder and the Exhibits and Schedules hereto and thereto, and all other matters related to the Closing, including all fees and expenses of counsel, accountants and financial advisers employed by the Sellers, shall be borne solely and entirely by the Sellers, and all such expenses incurred by the Buyer shall be borne solely and entirely by the Buyer. For the avoidance of doubt, all fees, costs and expenses of the R&W Insurance Policy shall be paid by the Buyer, and the Sellers will not have any liability with respect thereto.

13.21 Change of Name. Unless otherwise authorized by the Sellers in writing, as promptly as practicable, but in any case within sixty (60) days after the termination of the Transition Services Agreement, the Buyer shall eliminate the name CHESAPEAKE and any variants thereof from the Properties acquired pursuant to this Agreement and, except with respect to such grace period for eliminating existing usage, shall have no right to use any logos, trademarks or trade names belonging to the Sellers or any of their Affiliates.

13.22 Replacement of Bonds, Letters of Credit and Guarantees.

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13.23 Specific Performance. The Parties agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms, irreparable damage would occur, no adequate remedy at Law would exist, and damages would be difficult to determine, and the Parties shall be entitled to seek specific performance of the terms hereof (including, if applicable, the obligation of the Sellers to consummate the Closing, but specifically excluding the obligation of the Buyer to consummate the Closing) and immediate injunctive relief, in addition to any other remedy available at Law or in equity. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at Law would be adequate, and (b) any requirement under any Law to post security as a prerequisite to obtaining equitable relief. For purposes of clarity, the Sellers shall not have the right to specific performance of, or other equitable relief with respect to, the obligation of the Buyer to consummate the Closing.

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13.24 Reliance. THE PARTIES AGREE THAT THE TERMS OF THIS AGREEMENT ARE NEGOTIATED TERMS AND NOT BOILERPLATE. PRIOR TO SIGNING THIS AGREEMENT, ALL TERMS WERE OPEN FOR NEGOTIATION. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY ARE EACH SOPHISTICATED AND KNOWLEDGEABLE IN BUSINESS MATTERS AND HAVE DEALT WITH EACH OTHER AT ARM’S LENGTH IN NEGOTIATING THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BUT WITHOUT LIMITATION OF THE PARTIES REMEDIES FOR FRAUD, EACH PARTY HAS RELIED UPON ITS OWN JUDGMENT, KNOWLEDGE, AND INVESTIGATION, AND THE ADVICE OF ITS RESPECTIVE COUNSEL, AND THAT IT HAS NOT RELIED UPON OR BEEN INFLUENCED TO ANY EXTENT IN MAKING OR ENTERING INTO THIS AGREEMENT BY ANY REPRESENTATIONS OR STATEMENTS MADE BY ANY OTHER PARTY, OR BY ANYONE ACTING ON BEHALF OF ANY OTHER PARTY, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT OR CONFIRMED IN THE CERTIFICATE OF THE PARTIES TO BE DELIVERED AT THE CLOSING, OR IN ANY OTHER DOCUMENT DELIVERED HEREUNDER.

13.25 Limitation on Recourse. NOTWITHSTANDING ANYTHING THAT MAY BE EXPRESSED OR IMPLIED IN THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS CONTEMPLATED BY THIS AGREEMENT, EACH PARTY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATE AND ITS AND THEIR REPRESENTATIVES COVENANTS, ACKNOWLEDGES AND AGREES THAT NO PAST, PRESENT, OR FUTURE DIRECTOR, MANAGER, OFFICER, EMPLOYEE, INCORPORATOR, MEMBER, PARTNER, STOCKHOLDER, AGENT, ATTORNEY, REPRESENTATIVE, AFFILIATE, OR FINANCING SOURCE AND THEIR RESPECTIVE PAST, PRESENT, OR FUTURE DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, INCORPORATORS, MEMBERS, PARTNERS, STOCKHOLDERS, AGENTS, ATTORNEYS, REPRESENTATIVES, AFFILIATES (OTHER THAN ANY OF THE PARTIES), OR FINANCING SOURCES OF ANY OF THE PARTIES (EACH, A “NON-RECOURSE PERSON” FOR PURPOSES OF THIS PROVISION), IN SUCH CAPACITY, SHALL HAVE ANY LIABILITY OR RESPONSIBILITY (IN CONTRACT, TORT, OR OTHERWISE) FOR ANY AND ALL SUITS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, LOSSES, COSTS, LIABILITIES, INTEREST, OR CAUSES OF ACTION WHATSOEVER, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, WHICH ARE ARISING FROM, BASED UPON, RELATED TO, OR ASSOCIATED WITH THE NEGOTIATION, PERFORMANCE, AND CONSUMMATION OF THIS AGREEMENT, THE OTHER DOCUMENTS CONTEMPLATED BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER AND NO PERSONAL LIABILITY UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT CONTEMPLATED BY THIS AGREEMENT SHALL ATTACH TO ANY NON-RECOURSE PERSON, WHETHER BY OR THROUGH ATTEMPTED PIERCING OF THE CORPORATE, LIMITED PARTNERSHIP OR LIMITED LIABILITY COMPANY VEIL, BY OR THROUGH A CLAIM BY OR ON BEHALF OF A PARTY AGAINST ANOTHER PARTY’S NON-RECOURSE PERSON, BY ENFORCEMENT OF ANY ASSESSMENT OR BY ANY LEGAL OR EQUITABLE PROCEEDING, BY VIRTUE OF ANY APPLICABLE LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE. THIS AGREEMENT MAY ONLY BE ENFORCED AGAINST, AND ANY DISPUTE, CONTROVERSY, MATTER, OR CLAIM ARISING FROM, BASED UPON, RELATED

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TO, OR ASSOCIATED WITH THIS AGREEMENT, OR THE NEGOTIATION, PERFORMANCE, OR CONSUMMATION OF THIS AGREEMENT, MAY ONLY BE BROUGHT AGAINST THE ENTITIES THAT ARE EXPRESSLY NAMED AS PARTIES, AND THEN ONLY WITH RESPECT TO THE SPECIFIC OBLIGATIONS SET FORTH HEREIN WITH RESPECT TO SUCH PARTY. EACH NON-RECOURSE PERSON IS EXPRESSLY INTENDED AS A THIRD PARTY BENEFICIARY OF THIS SECTION 13.25.

13.26 Seller Representative. Each Seller hereby appoints CELLC to serve as its representative hereunder (the “Sellers’ Representative”) and agrees that the Sellers’ Representative shall be authorized on such Seller’s behalf and responsible hereunder, to, among other things, (a) deliver and receive all notices, statements, reports, and other information given by or addressed to the Sellers hereunder, (b) receive all amounts payable to the Sellers hereunder, (c) make, on a joint basis, all elections that the Sellers are entitled to make hereunder, and (d) otherwise perform all of the obligations of Sellers under this Agreement. The Sellers’ Representative shall be responsible for delivering to each Seller all such notices, statements, reports, and other information, and disbursing to the Sellers their respective proportionate shares of all amounts received by Sellers’ Representative on their behalf. The Buyer may act, and shall be fully protected in acting, in reliance upon any and all acts and things done and performed by or agreements made by the Sellers’ Representative with respect to the foregoing described matters on behalf of the Sellers as fully and effectively as though each had done, performed, made or executed the same. THE SELLERS’ REPRESENTATIVE AGREES TO INDEMNIFY AND HOLD HARMLESS, AND EACH SELLER RELEASES, BUYER FROM AND AGAINST ANY AND ALL DAMAGES IN FAVOR OF ANY SELLER ARISING OUT OF, OR RESULTING IN ANY WAY FROM, THE PERFORMANCE AND DISCHARGE, OR THE FAILURE TO PERFORM OR DISCHARGE, BY THE SELLERS’ REPRESENTATIVE OF ITS RESPONSIBILITIES UNDER THIS SECTION. FURTHER, EACH SELLER WILL BE JOINTLY AND SEVERALLY LIABLE FOR ANY SELLER’S (OR ALL OF THE SELLERS’) OBLIGATIONS HEREUNDER. For the avoidance of doubt, for purposes of determining whether the value of a defect or claim hereunder exceeds any threshold, deductible, or similar limitation herein, the value of such defect or claim affecting or applying to two or more of the Sellers shall be aggregated for such purposes.

13.27 Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each Seller on behalf of itself and its Affiliates, (collectively, the “Seller Related Parties”) hereby: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Debt Financing sources of the Buyer (“Debt Financing Sources”), arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including any commitment letters) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, and such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt

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Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Texas)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another jurisdiction), (b) agrees not to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, any commitment letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) agrees that service of process upon the Seller Related Parties in any such Proceeding shall be effective if notice is given in accordance with Section 13.2, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, any commitment letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Sources shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (g) agrees that no Debt Financing Sources will have any liability to any Seller Related Party (other than the Buyer and its Affiliates) in connection with this Agreement, the Debt Financing, any commitment letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Buyer against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder) and (h) agrees that the Debt Financing Sources are express Third Party beneficiaries of, and may enforce, the foregoing agreements in this Section 13.27 and such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 13.27) shall not be amended in any way materially adverse to any Debt Financing Sources without the prior written consent of each related Debt Financing Source.

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SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Sellers have executed this Agreement effective as of the Execution Date.

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BY AND AMONG

CHESAPEAKE OPERATING, L.L.C., CHESAPEAKE ENERGY MARKETING, L.L.C., CHESAPEAKE EXPLORATION,

L.L.C., CHESAPEAKE ROYALTY, L.L.C. AND SILVERBOW RESOURCES OPERATING, LLC

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BY AND AMONG

CHESAPEAKE OPERATING, L.L.C., CHESAPEAKE ENERGY MARKETING, L.L.C., CHESAPEAKE LAND

DEVELOPMENT COMPANY, L.L.C., CHESAPEAKE EXPLORATION, L.L.C., CHESAPEAKE ROYALTY, L.L.C. AND

SILVERBOW RESOURCES OPERATING, LLC

IN WITNESS WHEREOF, the Buyer has executed this Agreement effective as of the Execution Date.

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BY AND AMONG

CHESAPEAKE OPERATING, L.L.C., CHESAPEAKE ENERGY MARKETING, L.L.C., CHESAPEAKE EXPLORATION,

L.L.C., CHESAPEAKE ROYALTY, L.L.C. AND SILVERBOW RESOURCES OPERATING, LLC