Execution Version SECURITIES PURCHASE AGREEMENT by and among SILVERBACK LEGACY, LLC, and SILVERBACK BLOCKER, LLC, and as Sellers, and SILVERBACK EXPLORATION II, LLC, as Company, and RILEY EXPLORATION – PERMIAN, LLC, as Purchaser, Dated as of May 3, 2025

4925-1917-1374v.17 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS .........................................................................................................7 Section 1.1 Certain Definitions .......................................................................................7 Section 1.2 Interpretation ..............................................................................................38 ARTICLE 2 PURCHASE AND SALE ......................................................................................39 Section 2.1 Purchase and Sale ......................................................................................39 Section 2.2 Purchase Price ............................................................................................39 Section 2.3 Deposit .......................................................................................................39 Section 2.4 Adjustments to the Unadjusted Purchase Price .........................................40 Section 2.5 Adjustment Procedures ..............................................................................42 Section 2.6 Closing Date Flow of Funds ......................................................................45 Section 2.7 Closing Payment and Post-Closing Adjustments ......................................45 Section 2.8 Tax Treatment; Allocation of Purchase Price ............................................47 Section 2.9 Withholding ...............................................................................................48 Section 2.10 Earnout Payment ........................................................................................48 ARTICLE 3 TITLE AND ENVIRONMENTAL MATTERS .................................................50 Section 3.1 Title and Environmental Matters ...............................................................50 Section 3.2 Defects; Adjustments .................................................................................51 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLERS ..........................58 Section 4.1 Organization, Existence and Qualification ................................................58 Section 4.2 Power .........................................................................................................59 Section 4.3 Authorization and Enforceability ...............................................................59 Section 4.4 No Conflicts ...............................................................................................59 Section 4.5 Litigation ....................................................................................................59 Section 4.6 Bankruptcy .................................................................................................59 Section 4.7 Ownership of Subject Securities ................................................................60 Section 4.8 Broker’s Fees .............................................................................................60 ARTICLE 5 REPRESENTATIONS AND WARRANTIES REGARDING COMPANY GROUP .......................................................................................................60 Section 5.1 Existence and Qualification .......................................................................60 Section 5.2 Power .........................................................................................................60 Section 5.3 Authorization and Enforceability ...............................................................60 Section 5.4 No Conflicts ...............................................................................................61 Section 5.5 Capitalization .............................................................................................61 Section 5.6 Financial Statements ..................................................................................62 Section 5.7 No Undisclosed Liabilities .........................................................................63 Section 5.8 Litigation ....................................................................................................63 Section 5.9 Bankruptcy .................................................................................................63 Section 5.10 Taxes ..........................................................................................................63 Section 5.11 Compliance with Laws ..............................................................................65

3 Section 5.12 Material Contracts ......................................................................................65 Section 5.13 Consents and Preferential Rights ...............................................................66 Section 5.14 Outstanding Capital Commitments ............................................................66 Section 5.15 Royalties; Suspense Funds .........................................................................66 Section 5.16 Imbalances .................................................................................................67 Section 5.17 Wells ..........................................................................................................67 Section 5.18 Credit Support ............................................................................................67 Section 5.19 Permits .......................................................................................................67 Section 5.20 Leases .........................................................................................................67 Section 5.21 Midstream System .....................................................................................67 Section 5.22 Environmental Matters...............................................................................68 Section 5.23 Casualty Loss and Condemnation ..............................................................69 Section 5.24 Insurance ....................................................................................................69 Section 5.25 Operatorship ...............................................................................................69 Section 5.26 Labor and Employee Benefits ....................................................................69 Section 5.27 Indebtedness ...............................................................................................71 Section 5.28 Bank Accounts; Officers; Powers of Attorney ..........................................71 Section 5.29 Books and Records ....................................................................................71 Section 5.30 Special Warranty ........................................................................................71 Section 5.31 No Other Business or Assets......................................................................72 Section 5.32 Affiliate Arrangements ..............................................................................72 Section 5.33 Absence of Certain Changes ......................................................................72 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER ...................72 Section 6.1 Existence and Qualification .......................................................................72 Section 6.2 Power .........................................................................................................72 Section 6.3 Authorization and Enforceability ...............................................................72 Section 6.4 No Conflicts ...............................................................................................72 Section 6.5 Consents, Approvals or Waivers................................................................73 Section 6.6 Defense Production Act .............................................................................73 Section 6.7 Litigation ....................................................................................................73 Section 6.8 Bankruptcy .................................................................................................73 Section 6.9 Financing....................................................................................................73 Section 6.10 Investment Intent .......................................................................................73 Section 6.11 Independent Evaluation .............................................................................73 ARTICLE 7 DISCLAIMERS AND ACKNOWLEDGEMENTS ...........................................74 Section 7.1 General Disclaimers ...................................................................................74 Section 7.2 Environmental Disclaimers ........................................................................76 Section 7.3 Calculations, Reporting and Payments ......................................................77 Section 7.4 Changes in Prices; Well Events .................................................................77 Section 7.5 Limited Duties ...........................................................................................78 Section 7.6 Conspicuousness ........................................................................................78 ARTICLE 8 COVENANTS OF THE PARTIES ......................................................................78 Section 8.1 Access ........................................................................................................78 Section 8.2 Operation of Business of the Company Group ..........................................80

4 Section 8.3 Casualty and Condemnation ......................................................................84 Section 8.4 Closing Efforts and Further Assurances ....................................................85 Section 8.5 Amendment of Disclosure Schedules ........................................................85 Section 8.6 Liability for Brokers’ Fees .........................................................................85 Section 8.7 Press Releases ............................................................................................86 Section 8.8 Expenses ....................................................................................................86 Section 8.9 Records ......................................................................................................86 Section 8.10 Financial Statement Cooperation ...............................................................87 Section 8.11 Indemnification of Directors and Officers .................................................89 Section 8.12 Company Hedges .......................................................................................90 Section 8.13 Confidentiality ...........................................................................................91 ARTICLE 9 CONDITIONS TO CLOSING .............................................................................92 Section 9.1 Conditions of Sellers to Closing ................................................................92 Section 9.2 Conditions of Purchaser to Closing ...........................................................93 ARTICLE 10 CLOSING .............................................................................................................94 Section 10.1 Time and Place of Closing .........................................................................94 Section 10.2 Obligations of Sellers and Company at Closing ........................................94 Section 10.3 Obligations of Purchaser at Closing ..........................................................95 ARTICLE 11 TAX MATTERS ..................................................................................................96 Section 11.1 Company Taxes .........................................................................................96 Section 11.2 Transfer Taxes and Recording Fees ...........................................................97 Section 11.3 Tax Returns ................................................................................................97 Section 11.4 Cooperation ................................................................................................97 Section 11.5 Post-Closing Company Tax Matters ..........................................................98 Section 11.6 Tax Refunds ...............................................................................................98 Section 11.7 Company Tax Proceedings ........................................................................98 Section 11.8 Flow-Through Income Tax Matters ...........................................................99 ARTICLE 12 TERMINATION ................................................................................................100 Section 12.1 Termination ..............................................................................................100 Section 12.2 Effect of Termination ...............................................................................101 ARTICLE 13 INDEMNIFICATION; LIMITATIONS .........................................................102 Section 13.1 Sellers’ Indemnification Rights ...............................................................102 Section 13.2 Purchaser’s Indemnification Rights .........................................................103 Section 13.3 Survival; Limitations ...............................................................................103 Section 13.4 Exclusive Remedy and Certain Limitations ............................................106 Section 13.5 Release. ....................................................................................................107 Section 13.6 Indemnification Actions...........................................................................109 Section 13.7 Express Negligence/Conspicuous Manner ..............................................111 Section 13.8 Holdback Amount ....................................................................................111 ARTICLE 14 MISCELLANEOUS ..........................................................................................113 Section 14.1 Notices .....................................................................................................113

5 Section 14.2 Governing Law ........................................................................................114 Section 14.3 Venue and Waiver of Jury Trial ...............................................................114 Section 14.4 Headings and Construction ......................................................................116 Section 14.5 Waivers ....................................................................................................116 Section 14.6 Severability ..............................................................................................116 Section 14.7 Assignment ..............................................................................................117 Section 14.8 Entire Agreement .....................................................................................117 Section 14.9 Amendment ..............................................................................................117 Section 14.10 Relationship of Sellers .............................................................................117 Section 14.11 No Third-Person Beneficiaries; Non-Recourse Persons ..........................117 Section 14.12 Limitation on Damages ............................................................................118 Section 14.13 Deceptive Trade Practices Act .................................................................119 Section 14.14 Time of the Essence; Calculation of Time ...............................................119 Section 14.15 Counterparts .............................................................................................119 Section 14.16 Sellers’ Representative.............................................................................119 Section 14.17 Certain Waivers .......................................................................................120 EXHIBITS: Exhibit A-1 Part A – Leases Part B – Fee Minerals Exhibit A-2 Wells Exhibit A-3 Midstream System Exhibit A-4 Rights of Way Exhibit A-5 Realty Interests Exhibit A-6 Equipment Exhibit B Form of Assignment of Subject Securities Exhibit C Form of Excluded Assets Assignment Exhibit D Form of Transition Services Agreement Exhibit E Form of Resignation and Release Exhibit F-1 Form of Sellers’ Closing Certificate Exhibit F-2 Form of Purchaser’s Closing Certificate Exhibit G Illustrative Non-Binding Effective Time Working Capital Example SCHEDULES: Schedule 1.1(b) Knowledge Part A Part B Schedule 1.1(c) Company Hedges Schedule 1.1(d) Working Capital Assets Schedule 1.1(e) Contract Service Provider Schedule 1.1(f) Certain Title Matters Schedule 1.2 Certain Excluded Assets

6 Schedule 2.8 Allocated Value Part A Wells Part B Future Locations Part C Realty Interests and Midstream System Schedule 4.4 Seller Conflicts Schedule 4.5 Litigation Schedule 5.4 Company Conflicts Schedule 5.5 Capitalization Schedule 5.6 Financial Statements Schedule 5.7 Undisclosed Liabilities Schedule 5.8 Litigation Schedule 5.10 Taxes Schedule 5.11 Compliance with Laws Schedule 5.12(a) Material Contracts Schedule 5.12(b) Certain Material Contract Matters Schedule 5.12(d) Incomplete Material Contracts Schedule 5.13 Consents and Preferential Rights Schedule 5.14 Outstanding Capital Commitments Schedule 5.15 Royalties; Suspense Funds Part A Part B Schedule 5.16 Imbalances Schedule 5.17 Wells Schedule 5.18 Credit Support Schedule 5.19 Permits Schedule 5.20 Leases Schedule 5.21 Midstream System Schedule 5.22 Environmental Matters Schedule 5.23 Casualty Loss and Condemnation Schedule 5.24 Insurance Schedule 5.26(a) Business Employees Schedule 5.26(f) Company Plans Schedule 5.27 Indebtedness Schedule 5.28 Bank Accounts Schedule 5.31 No Other Business or Assets Schedule 5.32 Affiliate Arrangements Schedule 5.33 Absence of Certain Changes Schedule 8.2 Interim Operations of Company

4925-1917-1374v.17 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of May 3, 2025 (the “Execution Date”), by and among Silverback Legacy, LLC, a Delaware limited liability company (“Legacy Seller”), Silverback Blocker, LLC, a Delaware limited liability company (“Intermediate Seller”, together with Legacy Seller, each a “Seller” and collectively, “Sellers”), Silverback Exploration II, LLC, a Delaware limited liability company (the “Company”), and Riley Exploration – Permian, LLC, a Delaware limited liability company (“Purchaser”). Each Seller, Company and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties”. WHEREAS, Sellers collectively desire to sell, and Purchaser desires to purchase, one hundred percent (100%) of the issued and outstanding Securities of Company (the “Subject Securities”), with such Subject Securities as more fully described on Schedule 5.5. NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Parties agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Certain Definitions. As used herein: “AAA” means the American Arbitration Association. “Accounting Principles” is defined in Section 2.5(a). “Accounting Referee” is defined in Section 2.7(b). “Adjusted Purchase Price” is defined in Section 2.2. “Affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning the ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement, or otherwise; provided, however, (a) except for any subsidiary of any Seller, no funds managed by EnCap Investments, L.P. or their respective Affiliates, nor any portfolio companies of any such funds (“EnCap Affiliated Party”), shall be deemed to be an Affiliate of any Seller, Company or member of the Company Group for any purpose of this Agreement, (b) each member of the Company Group shall be deemed to be an Affiliate of each Seller for all periods prior to the Closing, and (c) each member of the Company Group shall be deemed to be an Affiliate of Purchaser for all periods after the Closing. “Affiliate Arrangements” means (a) any and all Contracts between (i) any member of the Company Group, or that is otherwise binding on the Assets, on the one hand, and (ii) any Affiliated Party, on the other hand, (b) any arrangement whereby any Affiliated Party owns any interest in

8 any of the Assets, (c) any arrangement whereby any member of the Company Group is obligated to pay currently or in the future any amounts to any Affiliated Party or (d) any arrangement whereby any Affiliated Party is obligated to pay currently or in the future any amounts to any member of the Company Group; provided, however, for the avoidance of doubt, an oil and gas lease (including any of the Leases), pooling agreement, joint operating agreement, division order, production sharing agreement, assignment of overriding royalties, royalty interests, non- participating royalty interests, or other similar non-cost bearing interests, instrument constituting the Company Group’s chain of title to the Oil and Gas Properties or any Realty Interests and Rights of Way that are in the nature of a real property interest, or other substantially similar written agreement or written instrument, in each case, to the extent the same is on customary and arms’ length terms, but that otherwise falls within the scope of clauses (a), (b), (c), or (d) above shall not constitute an “Affiliate Arrangement” for purposes of this Agreement. “Affiliated Party” means any Seller, any Affiliate of Seller (which, for the avoidance of doubt, does not include (a) the Company Group or (b) any EnCap Affiliated Party other than any Contract Service Provider Affiliate) or any of their respective directors, managers, officers, or any members of their immediate families. “Agreement” is defined in the introductory paragraph hereof. “Allocated Value” means, (a) with respect to the applicable Subject Formation as to each Future Location and Well, the portion of the Unadjusted Purchase Price allocated on Schedule 2.8 as to each such Future Location and Well and (b) as to the other Assets, if any, listed on Schedule 2.8, the portion of the Unadjusted Purchase Price allocated to each such Asset on Schedule 2.8. “Allocation” is defined in Section 2.8. “Assets” means all of the Company Group’s individual or collective right, title, and interest in and to the following: (a) (i) all Hydrocarbon leases, overriding leasehold royalties, leasehold reversionary interests, leasehold net profit interests, leasehold production payments, and other royalty and other interests payable out of production of Hydrocarbons from or allocated to the Hydrocarbon leases (the “Leases”), including those described on Exhibit A-1, Part A, and (ii) all fee mineral interests (the “Fee Minerals”), including those described on Exhibit A-1, Part B, in each case, together with all pooled, communitized or unitized acreage attributable to or allocated to all or part of any Leases or Fee Minerals, together with any and all tenements, hereditaments and appurtenances arising out of or derived from any of the Leases or Fee Minerals; (b) any and all Hydrocarbon, CO2, water, injection, disposal or other wells located on, under or within the lands allocated to the Leases or Fee Minerals, including those described on Exhibit A-2 (the “Wells” and, together with the Leases and the Fee Minerals, the “Oil and Gas Properties”), in each case whether producing, non-producing, permanently or temporarily Plugged and Abandoned; (c) all (i) Hydrocarbons in, on, under, or that may be produced from or attributable to the Oil and Gas Properties, (ii) Hydrocarbon inventories including all oil, condensate, and scrubber

9 liquids, and ethane, propane, iso-butane, nor-butane, and gasoline inventories of Seller from the Oil and Gas Properties in storage or constituting linefill, and (iii) all Imbalances; (d) the Hydrocarbon and or water transportation system as described more fully on Exhibit A-3 (the “Midstream System”); (e) all easements, permits, licenses, servitudes, rights of way, surface leases and other rights to use the surface, including the properties described on Exhibit A-4 (the “Rights of Way”); (f) all fee surface interests or other surface rights described on Exhibit A-5 (the “Realty Interests”); (g) all tank batteries, pipelines, metering facilities, interconnections and other equipment, machinery, facilities, fixtures and other tangible personal property and improvements, flowlines, gathering lines, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, processing and separation facilities, salt water disposal facilities, structures, materials and Well equipment (both surface and subsurface), in each case to the extent physically located within the lands burdened by or allocated to the Leases or Fee Minerals and primarily used in connection with the ownership or operation of the Oil and Gas Properties, the Midstream System or the production, transportation or processing of Hydrocarbons produced from the Oil and Gas Properties, including the inventory and other equipment described on Exhibit A-6 (the “Equipment”); (h) all contracts, agreements and instruments and rights arising thereunder that are binding on, or relate to the ownership or operation of, the Oil and Gas Properties, Midstream System, Rights of Way, or Realty Interests, including operating agreements, unitization, pooling and communitization agreements, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, exploration agreements, development agreements, surface use agreements, purchase and sale agreements, and other contracts in which Sellers acquired interests in any other Assets, gathering, processing, treating and transportation agreements and agreements for the sale and purchase of Hydrocarbons, core storage agreements, produced water disposal agreements, water supply agreements and other agreements, but only to the extent the same relate to the Oil and Gas Properties, the Rights of Way, Realty Interests, the permits, the Equipment, but excluding any contracts, agreements, and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts,” provided, however, without limiting the instruments included in the Assets, the defined term “Contracts” shall not include the Leases and other instruments constituting any member of the Company Group’s chain of title to the Oil and Gas Properties, Rights of Way or Realty Interests); (i) all franchises, licenses, environmental and other governmental permits, approvals, consents, certificates and other authorizations and rights granted by Third Parties that relate to, or arise from, the Assets not described in this subsection (i), or the ownership or operation thereof; (j) the Records; (k) all rights, claims and causes of action (including any audit rights) and any indemnity, bond, insurance or condemnation awards arising from acts, omissions or events or

10 damage to or destruction of property, unpaid awards, other rights against Third Parties and claims for adjustments and refunds; (l) all non-proprietary Seismic Data relating to the Oil and Gas Properties, to the extent transferable without payment of a fee or other penalty, and all data, core, and fluid samples; (m) all Hedges; and (n) all other assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, all of the Company Group’s Permits, bank accounts, receivables and Cash and Cash Equivalents, as well as all credits, rebates and refunds; provided, however, “Assets”, “Leases”, “Wells”, “Rights of Way”, “Realty Interests”, “Midstream Systems”, “Contracts”, and “Equipment” and “Oil and Gas Properties” shall not include any Excluded Assets. “Assignment” is defined in Section 10.2(b). “Balance Sheet Date” is defined in Section 5.6. “Bankruptcy Code” means Title 11 of the United States Code, Sections 101 et seq. “Barrel” means forty-two (42) United States standard gallons of two hundred and thirty one (231) cubic inches per gallon at sixty degrees (60°) Fahrenheit. “BTU” means a British Thermal Unit, which is the amount of energy required to raise the temperature of one pound avoirdupois of water from fifty-nine degrees (59°) Fahrenheit to sixty degrees (60°) Fahrenheit at a constant pressure of 14.73 pounds per square inch absolute. “Business” means the ownership and operation by the Company Group of the Assets and other activities conducted by the Company Group that are incidental thereto. “Business Day” means any day other than a Saturday, a Sunday, or a day on which banks are closed for business in Houston, Texas. “Business Employee” means each individual who is employed by the Company or its Subsidiary (if any). “Cash and Cash Equivalents” means (a) money, currency or a credit balance in a deposit account at a financial institution, net of checks outstanding as of the time of determination, (b) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, (c) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, (d) commercial paper issued by any bank or any bank holding company owning any bank, and (e) certificates of deposit or bankers’ acceptances issued by any commercial bank organized under the applicable Laws of the United States of America, in each case, only to the extent constituting cash equivalents in

11 accordance with GAAP; provided that, Cash and Cash Equivalents shall be calculated net of (x) restricted balances and any other amounts, that are not freely and immediately usable, distributable or transferable (including security deposits, bond guarantees, collateral reserve accounts and amounts held in escrow or held by the Company Group on behalf of Third Parties), and (y) outstanding outbound checks, drafts, draws, ACH debits and wire transfers. “Casualty Loss” is defined in Section 8.3. “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. “Claim Notice” is defined in Section 13.6(b). “Closing” is defined in Section 10.1. “Closing Certificate” means the certificate delivered by Sellers and Company at the Closing pursuant to Section 10.2(d). “Closing Date” is defined in Section 10.1. “Closing Distribution” means a distribution to be made by the Company Group at or immediately prior to Closing to or for the benefit of Sellers in an amount equal to all or substantially all of the Cash and Cash Equivalents of the Company Group as of the close of business six (6) Business Days prior to the Closing Date, excluding any reserves reasonably determined by Sellers to be retained by the Company Group, which will include at least an amount of Cash and Cash Equivalents that is needed to satisfy obligations of the Company Group reasonably expected to be paid (to avoid incurring any additional interest, expense, penalty or other loss to the Company Group) prior to the Closing. “Closing Payment” means the amount of cash consideration payable by Purchaser to Sellers at the Closing, which, shall be an amount equal to the remainder of (a) the estimate of the Adjusted Purchase Price as determined pursuant to Section 2.7(a) minus (b) the Deposit, minus (c) if applicable, the Defect Escrow Amount. “Closing Payment Excess” is defined in Section 2.7(b). “Closing Payment Shortfall” is defined in Section 2.7(b). “Code” means the United States Internal Revenue Code of 1986. “Combined Group” means any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated U.S. federal income Tax Returns and any similar group under foreign, state or local Law. “Company” is defined in the introductory paragraph hereof.

12 “Company Credit Agreement” means that certain Credit Agreement, dated as of January 12, 2023, by and among Silverback Exploration, as borrower, BOKF, NA DBA Bank of Texas, as administrative agent, issuing bank, lead arranger and bookrunner and the lenders party thereto, as amended from time to time. “Company Group” means the Company and each of its Subsidiaries. “Company Group Financial Statements” is defined in Section 8.10(a). “Company Hedges” means any Hedges that are binding upon or applicable to any Company Group member or their respective Assets (or for which any Company Group member has liability) at any time as of the Effective Time or from the Effective Time until immediately prior to Closing, including the Hedges described on Schedule 1.1(c). “Company Indemnified Parties” is defined in Section 8.11(a). “Company Releasing Group” is defined in Section 13.5(b). “Company Taxes” means any Taxes imposed on or with respect to any member of the Company Group or the Assets; provided, however, for the avoidance of doubt, that Company Taxes shall not include (i) Flow-Through Income Taxes, (ii) Transfer Taxes, (iii) the employer portion of any FICA, state, local or foreign withholding, payroll, social security, unemployment or similar Taxes, including Transaction-Related Employee Taxes, (iv) Taxes any member of the Company Group is required to pay on behalf of Third Party co-owners, (v) SALT Election Taxes, or (vi) Taxes imposed on or with respect to the Excluded Assets. “Confidentiality Agreement” means that certain Confidentiality and Non-Disclosure Agreement dated as of February 4, 2025, by and between Silverback Operating II, LLC and REPX, as amended from time to time. “Consent” means any consent, approval, authorizations, or permit of, or filing with, or notification to, any Governmental Authorities or any other Person which are required to be obtained, made, or complied with for or in connection with the sale, assignment and transfer of the Subject Securities and the other transactions contemplated hereunder. “Contracts” is defined in subsection (h) of the definition of “Assets”. “Contract Service Provider” means the Person set forth on Schedule 1.1(e). “COPAS” means the COPAS 2005 Accounting Procedure recommended by the Council of Petroleum Accountants Societies, as interpreted by the Council of Petroleum Accountants Societies of North America under MFI-51 2005 COPAS Accounting Procedure. “Credit Support” means any cash deposits, guarantees, letters of credit, treasury securities, surety bonds and other forms of credit assurances or credit support. “Cure Deadline” means (a) with respect to Title Defects, the date that is ninety (90) days after the Closing Date, and (b) with respect to any Environmental Defects, the Closing Date.

13 “D&O Insurance” means a directors’ and officers’ insurance and indemnification policy. “Damages” means the amount of any actual loss, cost, costs of settlement, damage, expense, claim, award or judgment incurred or suffered by any Indemnified Person arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims, torts or otherwise, including reasonable fees and expenses of attorneys, consultants, accountants or other agents and experts reasonably incident to matters indemnified against, the costs of investigation or monitoring of such matters, and the costs of enforcement of the indemnity. “Defect” means any Environmental Defect or Title Defect. “Defect Amount” is defined in Section 3.2(d). “Defect Deadline” is defined in Section 3.2(a). “Defect Deductible” means an amount equal to two and one-quarter percent (2.25%) of the Unadjusted Purchase Price. “Defect Escrow Amount” means an amount equal to the positive remainder, if any, of (a) the positive remainder, if any, (i) the aggregate Defect Amounts with respect to all alleged Defects (after giving effect to Section 3.2(d)(vi) and Section 3.2(f)(i) and the exclusion of any Assets pursuant to the terms hereof), asserted by Purchaser pursuant to one or more valid Defect Notices prior to the Defect Deadline, minus (ii) the Defect Deductible, minus (iii) the aggregate amount of all Defect Amounts with respect to any and all Defects and Defect Amounts with respect thereto that Sellers and Purchaser have agreed upon prior to Closing and/or that Sellers and Purchaser have agreed that Sellers have cured or Remediated prior to Closing, minus (iv) the aggregate amount of all Title Benefit Amounts with respect to any and all Title Benefits and Title Benefit Amounts with respect thereto that Sellers and Purchaser have agreed upon prior to Closing (provided that this clause (iv) shall only offset Defect Amounts attributable to Title Defects), minus (b) the aggregate Title Benefit Amounts with respect to all alleged Title Benefits asserted by Sellers pursuant to one or more valid Title Benefit Notices prior to the Defect Deadline that Sellers and Purchaser have not agreed upon prior to the Defect Deadline (provided, that this clause (b) shall only offset Defect Amounts attributable to Title Defects). “Defect Notice” is defined in Section 3.2(a). “Defect Referee” means the Title Referee or the Environmental Referee, as applicable. “Defensible Title” means the aggregate title of Company Group in and to the Assets, as of the Effective Time, the Defect Deadline and the Closing Date and subject to and except for Permitted Encumbrances, is (1) is deducible of record or, (2) if not deducible of record, title evidenced by pooling orders, communitization or unitization orders or other orders of Governmental Authorities, unrecorded instruments or elections made pursuant to joint operating agreements, pooling agreements, unitization agreements or other similar agreements, and: (a) as to the applicable Subject Formation, entitles Company Group to receive a Net Revenue Interest as to Hydrocarbons in the case of any Well, not less than the “Net Revenue

14 Interest” percentage shown for such Subject Formation as to such Well on Exhibit A-2 or Future Location on Part B of Schedule 2.8 throughout the productive life of such Well, except, in each case of this subsection (a), (A) any decreases in connection with those operations in which any Seller may elect after the Execution Date to be a non-consenting co-owner in accordance with the terms hereof, (B) any decreases resulting from reversion of interest to co-owners with respect to operations in which such co-owners elect, after the Execution Date, not to consent, (C) any decreases resulting from the establishment or amendment, after the Execution Date, of pools or units in accordance with the terms hereof, (D) any decreases required to allow other Working Interest owners to make up or settle Imbalances, or (E) as otherwise stated in Exhibit A; (b) as to the applicable Subject Formation, obligates Company Group to bear a Working Interest in the case of any Well or Future Location, no greater than the “Working Interest” percentage shown for such Subject Formation as to such Well on Exhibit A-2 or Future Location on Part B of Schedule 2.8 throughout the productive life of such Well or Future Location, except to the extent (A) as otherwise stated in Exhibit A, (B) any increases resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements or applicable Law, or (C) increases that are accompanied by at least a proportionate increase in Company Group’s Net Revenue Interest in the Subject Formation; (c) with respect to Leases that are allocated to any Future Location that are not as of the Effective Time and the Closing Date held beyond their primary term by production or by continuous development, such Leases, to the extent allocated to any Future Location, do not have primary terms that expire sooner than the earlier of (i) twelve months after the Effective Time and (ii) the applicable primary term expiration date specified for such Leases in Exhibit A-1; (d) with respect to any Asset, is free and clear of Liens or any other encumbrance. “Deposit” is defined in Section 2.3(a). “Direct Claim” is defined in Section 13.6(g). “Disclosure Schedules” means the aggregate of all schedules that set forth exceptions, disclosures, or otherwise relate to or are referenced in any of the representations or warranties of each Seller or Company set forth in Article 4 or Article 5. “Dispute” is defined in Section 14.3(a). “Disrupted Day” is defined in Section 2.10(d). “DTPA” is defined in Section 14.13. “Earnout Period” means the period beginning on January 1, 2026, and ending December 31, 2027. “Earnout Calculation Quarter” means any fiscal quarter during the Earnout Period. “Effective Time” means 12:01 a.m. Central Time on January 1, 2025.

15 “Effective Time Working Capital” means the positive or negative amount of (a) the Working Capital Assets minus (b) the Working Capital Liabilities. A non-binding illustrative calculation of Effective Time Working Capital is set forth as Exhibit G. “Employer Entity” means Silverback Operating II, LLC. “EnCap Affiliated Party” is defined in subsection (a) of the definition of “Affiliate”. “Environmental Defect” means any condition or matter with respect to the Assets and/or Company Group’s ownership or operation of its Assets (including, but not limited to, any Release of Hazardous Substances) that (i) constitutes a violation of or, non-compliance with Environmental Laws as of the Closing Date, or (ii) presently requires as of the Closing Date (or if known or disclosed would presently require as of the Closing Date) Remediation under applicable Environmental Laws; provided, however, the following conditions, matters, Releases and Environmental Liabilities shall be excluded from and in no event constitute an “Environmental Defect”: (a) the presence or absence of NORM in compliance with Environmental Laws as of the Closing Date, (b) Plugging and Abandonment obligations or liabilities, except those Assets presently obligated by Environmental Laws before the Closing Date to be Plugged and Abandoned, (c) the flaring of natural gas or other gaseous Hydrocarbons in compliance with Environmental Laws, (d) the physical condition of any surface or subsurface production equipment (including water or oil tanks, separators or other ancillary equipment) except with respect to Equipment (i) that cause or have caused any Release as of the Closing Date where Remediation is presently required (or if known or disclosed, would be presently required) as of the Closing Date under Environmental Laws, or (ii) the use or condition of which is a violation of Environmental Law, or (e) those that have been cured or Remediated as of the Closing Date. “Environmental Laws” means the following: CERCLA; the Resource Conservation and Recovery Act, 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. § 5101 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 Endangered Species' Act, 16 U.S.C. § 1531 et seq, the Migratory Bird Treaty Act, 16 U.S.C. §§ 703 through 712; and the Occupational Safety and Health Act (to the extent related to exposure to Hazardous Substances), in each case as amended in effect as of the Execution Date, and all similar Laws in effect as of the Execution Date of any Governmental Authority having jurisdiction over the property in question addressing (i) pollution or pollution control; (ii) protection of natural resources, the environment or biological resources or human health and safety (to the extent related to exposure to Hazardous Substances); or (iii) the disposal or Release or threat of Release of Hazardous Substances. “Environmental Liabilities” means any and all Damages, Remediation obligations, liabilities, environmental response costs, costs to cure, cost to investigate or monitor, restoration costs, costs of Remediation or removal, settlements, fees (including reasonable attorneys’ fees and consultant fees), penalties, and fines arising out of or related to any violations or non-compliance with any Environmental Laws, including but not limited to any contribution obligation under CERCLA or any other Environmental Law or responsibilities or obligations incurred or imposed

16 pursuant to any claim or cause of action by a Governmental Authority or other Person, attributable to any Environmental Defects, any failure to comply with Environmental Laws, any Release of Hazardous Substances or any other environmental condition with respect to the Company Group. “Environmental Referee” is defined in Section 3.2(i). “Equipment” is defined in subsection (g) of the definition of “Assets”. “ERISA” means the Employee Retirement Income Security Act of 1974. “Escrow Agent” means Citizens Bank, N.A. “Escrow Account” means the escrow account established in accordance with the terms hereof and the Escrow Agreement. “Escrow Agreement” means that certain Escrow Agreement dated on or around the Execution Date among each Seller, Purchaser and the Escrow Agent, as such may be amended, supplemented or replaced from time to time. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. “Excluded Assets” means the following: (a) the assets and properties, if any, set forth on Schedule 1.2; (b) the Excluded Records; (c) any Assets excluded pursuant to Section 3.2(g)(ii); (d) any proceeds or earning with respect to any other Excluded Assets; (e) any and all computer servers, networks and data storage hardware, subject to compliance the obligation of Seller under Section 8.9 to deliver Records contained in Section 8.9 that may be contained within such computer servers, networks and data storage hardware; (f) Environmental Liabilities for any physical assets previously owned by any member of the Company Group but which has been sold, transferred or terminated prior to the Execution Date and (g) any and all Securities in or of Silverback Intermediate, LLC and Sanctuary Interests, LLC. “Excluded Assets Assignment” means, if applicable, an assignment and conveyance of the Excluded Assets from any member of the Company Group to one or more Sellers or their respective designees in the form attached hereto as Exhibit C. “Excluded Records” means: (a) any and all data, correspondence, materials, descriptions and records relating to the auction, marketing, sales negotiation or sale of the Subject Securities or the Assets, including the existence or identities of any prospective inquirers, bidders or prospective purchasers of any of the Assets, any bids received from and records of negotiations with any such prospective purchasers and any analyses of such bids by any Person; (b) corporate, financial, Tax, and legal data and Records (or portions thereof) to the extent relating primarily to the businesses of any Affiliate of any Seller other than any member of the Company Group, the Assets, or the Business; (c) legal records and legal files of any member of the Company Group with respect to or that relate to this Agreement, any Transaction Document or any of their communications prior to the Closing with respect to the transactions contemplated thereby or hereby, including all work product of and attorney-client communications with any Seller’s or any member of the Company

17 Group’s legal counsel (other than title opinions), but excluding records necessary or helpful to or in the prosecution, mitigation, defense or settlement of the matters set forth on Schedule 5.8 (or that required (or, if such matters first arose after the Execution Date, would have required, if such matter had arisen prior to the Execution Date) disclosure on Schedule 5.8, regardless of whether such matter is listed on Schedule 5.8); (d) records to the extent related to any assets of Third Parties that have been the subject of evaluation by any member of the Company Group prior to the Execution Date; (e) except for reserve reports and related reserve information requested or required pursuant to Section 8.10, valuations, and estimates of any quantities of the Subject Securities, any member of the Company Group, the Assets, and any pricing assumptions, forward pricing estimates, price decks, or pricing studies related thereto, in each case whether prepared by any member of the Company Group, any Seller, or any of their respective Affiliates, or any Third Parties; (f) subject to Section 8.9, (i) all e-mails on any member of the Company Group’s servers and networks and (ii) all other electronic files on any member of the Company Group’s servers and networks insofar as, and only to the extent constituting any other type of Excluded Records; and (g) any and all electronic files on any such servers and networks to the extent constituting any other Excluded Records. “Execution Date” is defined in the introductory paragraph hereof. “Fee Minerals” is defined in subsection (a) of the definition of “Assets.” “Financial Statements” is defined in Section 5.6. “Flow-Through Income Taxes” means U.S. federal Income Taxes and any similar Income Taxes imposed by any state or local Laws on the direct or indirect owners of any entity on a flow- through basis by allocating or attributing to such owners all of such entity’s items of income, gain, loss, deduction and other relevant tax attributes; provided, however, that any SALT Election Taxes shall not be treated as Flow-Through Income Taxes. “Fraud” means, with respect to any Party, any actual and intentional fraud with respect to the making of the representations and warranties such Party set forth in Article 4, Article 5, Article 6 or any certificate delivered pursuant to this Agreement; provided, that such actual and intentional fraud of a Party shall only be deemed to exist if such Party had actual Knowledge, without any duty or obligation of investigation or inquiry (and without any imputed or constructive knowledge), that the representations and warranties made in Article 4, Article 5 or Article 6 (or any certificate delivered pursuant to this Agreement) were actually breached when made, and were made with the express intention to induce the Seller (in the case of a representation or warranty made by a Seller) or Purchaser (in the case of a representation made by Purchaser) to enter this Agreement and rely on such representations and warranties to such Other Party’s detriment and the Other Party did so justifiably rely thereon and suffered actual damage as a result thereof. For the avoidance of doubt, “Fraud” does not include (a) constructive fraud, equitable fraud or promissory fraud or (b) any fraud based on constructive knowledge, negligent misrepresentation, recklessness or any similar theory. “Fundamental Representations” means the representations and warranties of Sellers and the Company (as applicable) set forth in Section 4.1, Section 4.2, Section 4.3, Section 4.4(a), Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2, Section 5.3, Section 5.4(a), Section

18 5.5 and Section 5.9 (including the corresponding representations and warranties given in the Closing Certificate). “Future Location(s)” means those areas or theoretical proration units described on Part B of Schedule 2.8 for future Hydrocarbon wells. “GAAP” means generally accepted accounting principles in the U.S. “Governing Documents” means, with respect to any Person that is not a natural person, the articles of incorporation or organization, memorandums of association, articles of association and by-laws, the limited partnership agreements, the partnership agreements or the limited liability company agreements or such other organizational documents of such Person which establish the legal personality of such Person. “Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official, or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city, tribe, quasi-governmental entity, or other political subdivision or authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory, or taxing authority or power. “Hazardous Substances” means (a) any pollutant, chemicals, wastes, substances, materials, compounds, contaminant, dangerous or toxic substance, hazardous or extremely hazardous substance or chemical, or otherwise hazardous material or waste defined as any one or more of the terms “hazardous waste,” “hazardous substance,” “hazardous material,” “industrial waste,” or “toxic pollutant,” or that form the basis for any Environmental Liability; (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, that form the basis for Damage or liability under applicable Environmental Laws, (c) natural gas, synthetic gas and any mixtures thereof that form the basis for any Environmental Liability, (d) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or non-friable, (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids, (f) per- and polyfluoroalkyl substances (PFAS); provided, however, NORM shall not constitute a “Hazardous Substance,” except to the extent present in a manner before the Closing Date that requires Remediation pursuant to or constitutes noncompliance with Environmental Laws. “Hedge” means any financial (and not physical) future hedge, derivative, swap, collar, put, call, cap, option, or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk, or the price of commodities, including Hydrocarbons or securities, to which the any member of the Company Group is bound. “Hedge Gains” means, with respect to the Company Hedges, the amount to which any member of the Company Group is entitled to receive under the terms of any and all such Company Hedges (without offset or netting of amounts under any other hedge transaction with the counterparty that is a party to such Company Hedges), including any liquidation and/or termination fees or payments made upon the liquidation or termination of the same.

19 “Hedge Losses” means, with respect to the Company Hedges, the amount any member of the Company Group is obligated to pay to the applicable counterparty (under the terms of such Company Hedges), without offset or netting of amounts under any other Hedge transaction with the counterparty that is a party to any such Company Hedges, including any liquidation and/or termination fees or payments payable upon the liquidation or termination of the same. “Holdback Amount” means (a) as of the Closing Date, an amount equal to the Deposit and, (b) as of the applicable date of determination after the Closing Date, an amount equal to the sum of (i) such amount described in subpart (a) of this definition plus (ii) any and all interest and earnings accrued on the Holdback Amount under the Escrow Agreement after the Closing Date as of such date of determination minus any and all disbursements and distributions of the Holdback Amount out of the Escrow Account made after Closing pursuant to Section 13.8. “Holdback Deadline” is defined in Section 13.8(b). “Hydrocarbons” means oil and gas and other hydrocarbons produced or processed in association therewith (whether or not such item is in liquid or gaseous form), or any combination thereof, and any minerals (whether in liquid or gaseous form) produced in association therewith, including all crude oil, gas, casinghead gas, condensate, natural gas liquids, and other gaseous or liquid hydrocarbons (including ethane, propane, iso-butane, nor-butane, gasoline, and scrubber liquids) of any type and chemical composition. “Imbalance” means any over-production, under-production, over-delivery, under-delivery or similar imbalance of Hydrocarbons produced from or allocated to the Assets, regardless of whether such over-production, under-production, over-delivery, under-delivery, or similar imbalance arises at the wellhead, pipeline, gathering system, transportation system, processing plant or other location, including any imbalances under gas balancing or similar agreements, processing agreements and gathering or transportation agreements. “Income Taxes” means (i) all Taxes based upon, measured by, or calculated with respect to gross or net income, gross or net receipts or profits (including franchise Taxes and any capital gains, alternative minimum, and net worth Taxes, but excluding ad valorem, property, excise, severance, production, sales, use, New Mexico gross receipts, New Mexico compensating, real or personal property transfer or other similar Taxes), (ii) Taxes based upon, measured by, or calculated with respect to multiple bases (including corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, measured by or calculated with respect to is included in clause (i) above (but excluding ad valorem, property, excise, severance, production, sales, use, New Mexico gross receipts, New Mexico compensating tax, real or personal property transfer or other similar Taxes), or (iii) withholding Taxes measured with reference to or as a substitute for any Tax included in clauses (i) or (ii) above. “Indebtedness” means, with respect to any Person, at any date, in each case without duplication, (a) all indebtedness or obligations of such Person for borrowed money (or issued or incurred in substitution or exchange for borrowed money), including all principal, interest, premiums, fees (including arranging, administrative, late and default fees), expenses, overdrafts, costs of collection and penalties with respect thereto, whether short-term or long-term, and whether secured or unsecured, or with respect to deposits or advances of any kind (other than deposits and

20 advances of any Person relating to the purchase of products or services from any member of the Company Group in the ordinary course of business), (b) all obligations of such Person evidenced by debentures, notes, bonds, loans or other debt securities, (c) all obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instruments, including bankers’ acceptance, bank guarantees, surety bonds and performance bonds, whether or not matured, (d) all liabilities or obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations under any capital lease which are recorded as (or should be, in accordance with the Accounting Principles, recorded as) a capital lease on the Financial Statements, (f) all amounts owing by such Person as deferred purchase price for property or services, including “earn-out” payments, and (g) all guarantees of any obligation of a Person (other than obligations of another member of the Company Group), whether direct or indirect, contingent or otherwise, provided, however, that Indebtedness shall not include Tax obligations. “Indemnified Person” is defined in Section 13.6(a). “Indemnifying Party” is defined in Section 13.6(a). “Individual Threshold” means an amount equal to One Hundred Thousand Dollars ($100,000.00). “Interest Reduction” is defined in subsection (a) of the definition of “Permitted Encumbrances”. “Intermediate Seller” is defined in the introductory paragraph hereof. “Knowledge” means (a) as to any Seller and/or Company, the actual knowledge of such Person, with reasonable inquiry of the applicable Person’s direct reports, of only those Persons named on Part A of Schedule 1.1(b) and (b) for Purchaser, the actual knowledge of such Party, with reasonable inquiry of the applicable Person’s direct reports, of only those Persons named on Part B of Schedule 1.1(b). “Labor Agreement” means any collective bargaining agreement or other Contract with any labor union, labor organization or council. “Laws” means all laws, acts, statutes, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities, including common law. “Leakage” means any of the following arising after the Effective Time and on or prior to the Closing: (a) any dividend, interest on capital, advance or distribution (whether in cash or in kind) declared, paid or made (whether actual or deemed), or any return of capital (whether by reduction of capital or redemption, amortization or purchase of shares or quotas) or other payment made on any Securities of any member of the Company Group, by any member of the Company Group to or on behalf of or for the benefit of, any Seller or any other Affiliate of any Seller (other than a member of the Company Group), including the Closing Distribution but excluding any dividends or distributions of any Excluded Assets; (b) any liabilities assumed, indemnified, guaranteed, incurred or paid by any member of the Company Group for the benefit of or on behalf of any Seller or any other Affiliate of any Seller (other than a member of the Company Group or

21 Contract Service Provider), any prior owner of the Company Group; (c) any waiver, forgiveness, release, deferral or discount by any member of the Company Group of any amount owed to it by (or any right or any claim against) any Seller or any other Affiliate of such Seller (other than a member of the Company Group), any prior owner of the Company Group; (d) the costs and expenses incurred after the Effective Time by the Company Group attributable to curing and/or Remediating any Defects asserted by Purchaser pursuant to this Agreement or attributable to this Agreement; (e) any general and administrative and/or overhead costs of Company Group or Contract Service Provider (other than any “Direct Charges” under COPAS); (f) any costs, expenses or fees with respect to any sale, transfer, or surrender of any assets or rights from a Seller or any Affiliate of a Seller (other than a member of the Company Group) to any member of the Company Group; (g) any payments made or agreed to be made by the Company Group to such Seller or any of its Affiliates in respect of any share capital, loan capital or other Securities of the Company Group being issued, redeemed, purchased or repaid, or any other return of capital, or otherwise; and (h) any agreement or arrangement entered into by any member of the Company Group to give effect to any matter referred to in subparts (a) through (g) above. “Leases” is defined in subsection (a) of the definition of “Assets.” “Legacy Seller” is defined in the introductory paragraph hereof. “Lien” means any lien, mortgage, pledge, charge, collateral assignment or security interest of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing. “Material Adverse Effect” means any event, change or circumstance that has a material adverse effect on (a) the ownership, operation, or financial condition of the Company Group or the Assets, taken as a whole, as currently operated as of the Execution Date or (b) the performance of Sellers’ or the Company’s obligations and covenants hereunder that are to be performed at Closing; provided, however, that “Material Adverse Effect” shall not include a material adverse effect resulting from (i) general changes in Hydrocarbon or other commodity prices; (ii) changes in condition or developments generally applicable to the oil and gas industry in the United States or any areas where the Assets are located; (iii) economic, financial, credit, or political conditions and general changes in markets; (iv) Casualty Losses or acts of God, including naturally occurring events, hurricanes, tornados, meteorological events, and storms; (v) orders, acts, or failures to act of Governmental Authorities; (vi) civil unrest or similar disorder, terrorist acts, or any outbreak of hostilities or war; (vii) epidemics, pandemics (including COVID-19) or other similar health emergencies; (viii) any reclassification or recalculation of reserves in the ordinary course of business; (ix) changes in Laws or the Accounting Principles after the Execution Date; (x) effects or changes that are cured or no longer exist by the earlier of the Closing and the termination of this Agreement pursuant to Article 12, including matters to the extent a downward adjustment to the Unadjusted Purchase Price is provided for in this Agreement; (xi) any effect resulting from any action taken by Purchaser or any Affiliate of Purchaser, other than those expressly permitted in accordance with the terms of this Agreement; (xii) action taken by or on behalf of any Seller or any Affiliate of any Seller with Purchaser’s written consent or that are otherwise permitted or prescribed hereunder; (xiii) natural declines in well performance; or (xiv) entering into this

22 Agreement or the announcement of the transactions contemplated hereby or the performance of the covenants set forth in Article 8. “Material Contract” means, to the extent binding on any member of the Company Group or the Assets, any Contract that is one or more of the following types: (a) Contracts with any Affiliate of any Company Group member that will not be terminated and fully performed on or prior to Closing; (b) Contracts for the sale, purchase, exchange, or other disposition of Hydrocarbons produced from the Oil and Gas Properties that (i) are not cancellable without penalty to any Company Group member, its Affiliates, or its or their permitted successors and assigns, on at least ninety (90) days’ prior written notice, or (ii) obligate any Company Group member by virtue of any material take-or-pay, pre-payment, advance payment, production payment, or other similar material payment (other than Royalties established in any Leases or any such obligations reflected on Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to any Company Group member’s interest in the Oil and Gas Properties at some future time without receiving payment therefor at or after the time of delivery of such Hydrocarbons; (c) Contracts of any Company Group member to sell, lease, farmout, exchange, or otherwise dispose of all or any part of the Oil and Gas Properties after Closing, but excluding right of reassignment upon intent to abandon any such Oil and Gas Property; (d) Contracts containing any area of mutual interest agreements, non-competition, or similar provisions; (e) any Contract that constitutes a farmout agreement, farmin agreement, joint development agreement, participation agreement, partnership agreement, joint venture agreement, or similar agreement; (f) Contracts with any remaining drilling obligations on the part of any Company Group member or any drilling contract; (g) Contracts where the primary purpose thereof is to indemnify another Person (excluding, for the avoidance of doubt, any customary indemnification provision arising pursuant to a purchase and sale agreement or any other similar agreement); (h) Contracts that contain any calls on, or options to purchase, quantities of Hydrocarbon production from the Assets; (i) Any Contract that is a seismic or other geophysical acquisition or sharing agreement or license for which Purchaser will be liable. (j) Contracts for the gathering, treatment, processing, storage, or transportation of Hydrocarbons that (i) contain guaranteed or minimum throughput, minimum volume, contain acreage dedication, volume dedication or similar requirements or (ii) that are not cancellable without penalty on thirty (30) days’ or less prior written notice;

23 (k) Contracts regarding Seismic Data; (l) any Contract for produced water disposal or any water supply Contract; and (m) Contracts that can reasonably be expected to result in gross revenue or expenditures per fiscal year in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). (n) the Company Credit Agreement or any Contract creating or evidencing any Indebtedness of the Company Group; (o) any Contract that constitutes a lease (other than any Lease or Right-of-Way) under which any member of the Company Group is the lessor or the lessee of real or personal property, which lease (A) cannot be terminated by a member of the Company Group without penalty upon ninety (90) days’ or less notice and (B) involves an annual base rental of more than Fifty Thousand Dollars ($50,000) (net to the Company Group); (p) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which any member of the Company Group will have any material outstanding obligation after the date of this Agreement; (q) the Company Hedges; (r) any Labor Agreement; (s) any Contract that is a staffing agreement or similar arrangement for which the primary purpose is to recruit, screen, interview, hire, or assign individual employee service providers (excluding any such arrangements in contracts that are primarily to perform unrelated services and master service agreements for the provision of non-staffing services); and (t) any partnership agreement, limited liability company agreement or any other substantially similar Contract (other than the Governing Documents of any Company Group member) that govern or pursuant to which any member of the Company Group hold any Securities. “Measurement Date” is defined in Section 2.10(a). “Midstream System” is defined in subclause (d) of the definition of “Assets”. “MMBtu” means one million (1,000,000) BTU. “MSA” means the Management Services Agreement entered into effective as of August 1, 2024 by and between the Company and Contract Service Provider. “Net Revenue Interest” means, with respect to any Well or Future Location, the percentage interest in and to all production of Hydrocarbons saved, produced and sold from or allocated to such Well (limited to the applicable Subject Formation as to such Well) or Future Location (limited to the applicable Subject Formation as to such Future Location), after giving effect to all Royalties.

24 “Non-Fundamental Representations” means all representations and warranties of Sellers or the Company set forth herein (including the corresponding representations and warranties given in the Closing Certificate), excepting and excluding any and all Fundamental Representations. “Non-Recourse Person” is defined in Section 14.11(b). “Non-Specified Liabilities Damage Cap” is defined in Section 13.3(c). “NORM” means naturally occurring radioactive material, radon gas and asbestos. “Notice” is defined in Section 14.1. “Novation Agreements” means, collectively, each ISDA Novation Agreement by and among a counterparty to any Company Hedge, the applicable member of the Company Group holding such applicable Hedge and the Purchaser (or its Affiliate), pursuant to which such applicable member of the Company Group will novate such Hedge to the Purchaser (or its Affiliates), in a form mutually agreed upon in good faith by the parties thereto. “NYMEX Front Month Contract” is defined in Section 2.10(a). “NYMEX Quarterly Average” is defined in Section 2.10(a). “Offering Documents” is defined in Section 8.10(c). “Oil and Gas Properties” is defined in subsection (b) of the definition of “Assets”. “Other Party” means (a) as it relates to any Seller (and any member of the Company Group prior to Closing), Purchaser (and any member of the Company Group after Closing), and (b) as it relates to Purchaser (and any member of the Company Group after Closing), any Seller (and any member of the Company Group prior to Closing). “Outside Date” is defined in Section 12.1(b). “Overall Indemnity Cap” is defined in Section 13.3(c). “Partnership Representative” has the meaning assigned to that term in Section 6223 of the Code and any “designated individual,” if applicable, as defined in the Treasury Regulations promulgated thereunder (including, in each case, any similar capacity or role under relevant state or local law). “Partnership Target” means the Company and any other Subsidiary of the Company that is, or was at any point in any Tax period or portion thereof ending on or before the Closing Date, treated as a partnership for U.S. federal and applicable state and local Income Tax purposes. “Party” or “Parties” is defined in the introductory paragraph hereof. “PEO Plan” means any employee benefit plan solely sponsored, maintained, contributed to, or required to be contributed to, by a professional employer organization or an affiliate thereof, including Insperity.

25 “Permit” means federal, state and local government licenses, permits, registrations, franchises, orders, consents, approvals, certifications, variances, waivers, exemptions, and other authorizations by, or filings with, any Governmental Authority, including those necessary to own and operate the Business and/or the Assets. “Permitted Encumbrances” means any or all of the following: (a) all Royalties if the net cumulative effect of such burdens does not, individually or in the aggregate, (i) reduce Company Group’s Net Revenue Interest in the applicable Subject Formation as to any Well or Future Location set forth on Exhibit A-2 or Part B of Schedule 2.8, as applicable, below the Net Revenue Interest shown on Exhibit A-2 or Part B of Schedule 2.8, as applicable, for such Well or Future Location, or (ii) increase Company Group’s Working Interest in the applicable Subject Formation as to any Well or Future Location set forth on Exhibit A-2 or Part B of Schedule 2.8, as applicable, above that shown on Exhibit A-2 or Part B of Schedule 2.8, as applicable, greater than the Working Interest in the applicable Subject Formation for such Well or Future Location set forth in on Exhibit A-2 or Part B of Schedule 2.8, as applicable, (unless Company Group’s Net Revenue Interest with respect to such Well or Future Location, with respect to the Subject Formation for such Well or Future Location, is greater than the Net Revenue Interest for such Well or Future Location as set forth on Exhibit A-2 or Part B of Schedule 2.8, as applicable, in the same or greater proportion as such increase in such Working Interest) (clauses (i) through (ii), collectively, an “Interest Reduction”); (b) the terms of any Contract, Lease, or Right of Way, including provisions for penalties, suspensions, or forfeitures contained therein, if the net cumulative effect of such terms do not, individually or in the aggregate, result in an Interest Reduction or otherwise materially detract from the ownership or operation of the Assets subject thereto as currently owned and operated by the Company Group as of the Effective Time; (c) Liens for Taxes not yet due or delinquent or, if delinquent, that are being contested in good faith; (d) all (i) rights of first refusal, preferential purchase rights, and similar rights with respect to the Assets, or (ii) consents, notice requirements and similar restrictions; (e) Liens created under the terms of the Leases, Realty Interests and Rights of Way or the Contracts, materialman’s Liens, warehouseman’s Liens, workman’s Liens, carrier’s Liens, mechanic’s Liens, vendor’s Liens, repairman’s Liens, employee’s Liens, contractor’s Liens, operator’s Liens, construction Liens, Liens pursuant to any applicable federal or state securities Law, and other similar Liens arising in the ordinary course of business that, in each case, secure amounts or obligations (i) owed by Persons other than any member of the Company Group or any predecessor in interest of any member of the Company Group or (ii) not yet delinquent (including any amounts being withheld as provided by Law), or, if delinquent, being contested in good faith by appropriate actions, and such obligations are to be retained by Company Group; (f) rights of reassignment arising upon the expiration or final intention to abandon or release any of the Assets, excepting circumstances where such rights have been triggered prior to the Execution Date;

26 (g) any easement, right of way, permit, covenant, servitude, condition or surface lease, included in or burdening the Assets for the purpose of surface or subsurface operations, roads, alleys, highways, railways, pipelines, transmission lines, transportation lines, distribution lines, power lines, telephone lines, removal of timber, grazing, logging operations, canals, ditches, reservoirs, and other like purposes, or for the joint or common use of real estate, rights of way, facilities, and equipment, in each case, to the extent recorded in the applicable Governmental Authority recording office as of the Effective Time and that does not materially detract from the use or operation of the Assets subject thereto or affected thereby (as operated as of the Effective Time); (h) all applicable Laws and rights reserved to or vested in any Governmental Authorities (i) to control or regulate any of the Assets in any manner, (ii) to assess Taxes with respect to the Assets, the ownership, use or operation thereof, or revenue, income, or capital gains with respect thereto, (iii) by the terms of any right, power, franchise, grant, license, or permit, or by any provision of Law, to terminate such right, power, franchise grant, license, or permit or to purchase, condemn, expropriate, or recapture or to designate a purchaser of any of the Assets, or (iv) to enforce any obligations or duties affecting the Assets to any Governmental Authority with respect to any franchise, grant, license, or permit (all to the extent that Company Group is not in breach or violation of any such Governmental Authority rights and such rights result in an Interest Reduction); (i) rights of any (i) owner or lessee of any oil and gas interests in formations, strata, horizons or depths other than the Subject Formation, (ii) common owner of any interest in Rights of Way or Realty Interests currently held by a Company Group member or (iii) common owner as tenants in common or through common ownership or by contract; except to the extent those rights would adversely affect the Assets; (j) calls on production under existing Contracts, provided the holder of such right must pay an index-based price for any production purchased by virtue of such call on production; (k) (i) the failure of the records of any Governmental Authority to reflect a Company Group member as the owner of any Asset, provided, that, (A) the instruments evidencing the title to such Company Group member are recorded in the real property, conveyance or other records of the applicable county and (B) there is no actual and competing Third Party chain of title to such Asset in the records of such applicable Governmental Authority; (ii) failure to record Leases, Rights of Way or Realty Interests issued by any Governmental Authority in the real property, conveyance, or other records of the county in which such Leases, Rights of Way or Realty Interests are located, provided that, (A) the instruments evidencing the title to such Company Group member are recorded with the Governmental Authority that issued any such Lease, Right of Way or Realty Interest and (B) there is no actual and competing Third Party chain of title to such Asset in the records of such county; or (iii) the express denial of the Bureau of Land Management as to the leases set forth on Schedule 1.1(f); (l) any other Liens, defects, burdens or irregularities which are based solely on (i) a lack of information in a Company Group member’s files or of record, (ii) references to any document if a copy of such document is not in such Company Group member’s files or of record, or (iii) the inability to locate an unrecorded instrument of which Purchaser has constructive or

27 inquiry notice by virtue of a reference to such unrecorded instrument in a recorded instrument (or a reference to a further unrecorded instrument in such unrecorded instrument), if no claim has been made under such unrecorded instruments within the last ten (10) years; (m) lack of in the case of any Future Location or other operation that has not been commenced as of the Closing Date, any (i) permits, easements, rights of way, pooling or operating agreements, unit designations, or production or drilling units not yet obtained, formed, or created, or (ii) Contracts or rights for the transportation or processing of Hydrocarbons produced from such Future Location; (n) any Liens, defects, irregularities, or other matters set forth or described on Exhibit A or the Disclosure Schedules; (o) the terms and conditions of this Agreement or any other Transaction Document; (p) except to the extent constituting a failure of Defensible Title under subpart (c) of the definition thereof, defects based on or arising out of the failure of a Lease to hold after the Closing Date a specified number of net mineral acres after the primary term of such Lease has expired based on any provision in the Lease providing that the Lease holds only acreage within the proration units as to wells producing in paying quantities (or that are held by payments in lieu of such production); (q) Liens created under deeds of trust, mortgages, and similar instruments by the lessor under a Lease covering the lessor’s surface and mineral interests in the land covered thereby to the extent such mortgages, deeds of trust, or similar instruments (i) do not contain express language that prohibits the lessors from entering into an oil and gas lease or otherwise invalidates an oil and gas lease and (ii) no mortgagee or lienholder of any such deeds of trust, mortgage, and similar instrument has, prior to the Defect Deadline, initiated foreclosure or similar proceedings against the interest of lessor in such Lease nor has any Company Group member received any written notice of default under any such mortgage, deed of trust or similar instrument; (r) (i) lack of a division order or an operating agreement covering any Asset (including portions of an Asset that were formerly within a unit but which have been excluded from the unit as a result of a contraction of the unit) or (ii) failure to obtain waivers of maintenance of uniform interest, restriction on zone transfer, or similar provisions in operating agreements with respect to assignments in the applicable Company Group member’s chain of title to the Asset unless there is an outstanding and pending, unresolved claim from a Third Party with respect to the failure to obtain such waiver; or (s) the matters listed in subsections (a) through (o) of the definition of Title Defects. “Permitted Securities Lien” means Liens or restrictions on transfer: (i) arising under any applicable federal and state securities Laws, (ii) arising pursuant to, or as otherwise set forth in, the Governing Documents of any members of the Company Group, as made available to Purchaser prior to the Execution Date, (iii) created or imposed by Purchaser or its Affiliates at or after Closing, (iv) with respect to pre-Closing periods only (and only to the extent fully and finally released as of the Closing), arising in connection with the Company Credit Agreement or (v) that

28 are fully released from the Subject Securities as of Closing without cost, expense or penalty to Purchaser or any of its Affiliates (including any member of the Company Group). “Person” means any individual, corporation, partnership, limited liability company, association, joint venture, unincorporated organization, trust, estate, Governmental Authority, or any other legal entity. “Phase I” is defined in Section 8.1(a). “Phase II” is defined in Section 8.1(a). “Plan” shall mean: (a) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (whether or not subject thereto); and (b) each personnel policy, equity option, equity appreciation rights, restricted equity, phantom equity, other equity or equity-based, profit sharing, pension, retirement, bonus, incentive, commission, vacation, sick pay or paid time off, welfare, post-employment welfare, severance, termination, separation, deferred compensation, individual consulting, employment, retention, change of control and each other compensation or benefit plan, agreement, arrangement, program, practice or understanding. “Plugging and Abandonment,” and “Plugged and Abandoned” and “Plug and Abandon” and its derivatives mean all plugging, replugging, abandonment and re-abandonment, equipment removal, disposal, or restoration associated with the properties and assets included in or burdened by the Assets, including all plugging and abandonment, dismantling, decommissioning, Remediation, removal, surface and subsurface restoration, site clearance and disposal of the Wells, well cellars, fixtures, flowlines, pipelines, structures, and personal property located on or associated with assets and properties included in the Assets and the lands burdened thereby, the removal and capping of all associated flowlines, field connections, transmission, and gathering lines, pit closures, the restoration of the surface, site clearance, any disposal of related waste materials, excluding NORM and asbestos, and obligations to obtain plugging exceptions for any Well with a current plugging exception, all in accordance with all applicable Laws and the requirements of Governmental Authorities, the terms and conditions of the Leases, Rights of Way, Realty Interests and Contracts. “Post-Effective Time Company Taxes” means all Company Taxes attributable to any Post- Effective Time Period and the portion of any Straddle Period beginning at the Effective Time, in each case, as determined in accordance with Section 11.1. “Post-Effective Time Credit Agreement Indebtedness” means any Indebtedness of the Company Group incurred pursuant to the Company Credit Agreement after the Effective Time, together with any interest accrued thereon after the Effective Time, but excluding, for the avoidance of doubt, any Company Hedges; provided, however, to the extent any Indebtedness of the Company Group incurred pursuant to the Company Credit Agreement after the Effective Time is used to pay off or replace any Pre-Effective Time Credit Agreement Indebtedness, then such Indebtedness, together with any interest accrued thereon after the Effective Time, shall constitute Pre-Effective Time Credit Agreement Indebtedness. “Post-Effective Time Period” means any Tax period beginning at or after the Effective Time.

29 “Pre-Effective Time Company Taxes” means all Company Taxes attributable to any Pre- Effective Time Period and the portion of any Straddle Period ending immediately prior to the Effective Time, in each case, as determined in accordance with Section 11.1. “Pre-Effective Time Credit Agreement Indebtedness” means the Indebtedness of the Company Group (a) incurred and outstanding pursuant to the Company Credit Agreement as of the Effective Time, together with any interest accrued thereon after the Effective Time and (b) any Indebtedness of the Company Group incurred pursuant to the any replacement Company Credit Agreement after the Effective Time, together with any interest accrued thereon, to the extent the proceeds thereof is used to pay off or replace any Pre-Effective Time Credit Agreement Indebtedness, but excluding in each case of (a) and (b), for the avoidance of doubt, any Company Hedges. “Pre-Effective Time Period” means any Tax period ending before the Effective Time. “Preferential Right” means any preferential purchase rights, rights of first refusal, preemptive rights or similar rights held by Third Parties that are triggered or required in connection with the sale of the Subject Securities contemplated hereby. “Preliminary Settlement Statement” is defined in Section 2.7(a). “Pre-Signing Reorganization” means that certain internal reorganization of the Company and certain of its Affiliates, as memorialized in the transactions and agreements set forth in the file titled “04_Reorg Docs” posted to the VDR on May 2, 2025, together with any and all agreements, amendments, supplements, transactions or arrangements that are entered into in connection with or otherwise required to effectuate such reorganization. “Property Costs” means all operating expenses (including costs of insurance, overhead, employees, rentals, shut-in payments, and title examination and curative actions) and capital expenditures (including bonuses, broker fees, and other Lease acquisition costs, costs of drilling and completing wells, and costs of acquiring equipment) incurred in the ownership and operation of the Assets and overhead costs charged to the Assets under any applicable Contracts, but excluding (without limitation) any amounts attributable to (i) Company Taxes, Income Taxes and Transfer Taxes, (ii) personal injury, death or violation of Laws or penalties or fines associated therewith (iii) Sellers’ costs constituting broker fees, Lease acquisition, title examination and title curative matters and costs in preparation of the sale of the Assets or Company Group or responsive to Purchaser’s asserted Title Defects or asserted breach of representations, (iv) Sellers’ Remediation of Environmental Defects prior to the Closing Date, (v) any general and administrative and/or overhead costs of Seller or its Affiliates (other than (A) costs of any member of the Company Group or (B) any “Direct Charges” under COPAS) and including any “General and Administrative Expenses” (as defined in the MSA but excluding any “Direct Charge Amounts” as defined in the MSA) payable to Contract Service Provider under the MSA, and (vi) any matter for which Sellers have agreed to indemnify Purchaser under the Agreement or any Transaction Documents. Additionally, Casualty Losses should not be included in Property Costs as they are addressed elsewhere in the Agreement. “Purchaser” is defined in the introductory paragraph hereof.

30 “Purchaser Certificate” means the certificate delivered by Purchaser at the Closing pursuant to Section 10.3(e). “Purchaser Group” is defined in Section 13.2. “Purchaser Prepared Returns” is defined in Section 11.3(b). “Purchaser Releasing Group” is defined in Section 13.5(b). “Purchaser’s Representatives” is defined in Section 8.1(a). “Reasonable Documentation” means, with respect to any Defect asserted by Purchaser: (a) A copy of any available title opinion or landman’s title report describing the asserted Title Defect; (b) A copy of the relevant document to the extent the alleged Defect is a document; (c) The assignment preceding a gap in the chain of title or a title opinion describing the gap in reasonable detail, to the extent the basis of the alleged Defect is a gap in any member of the Company Group’s chain of title; (d) A copy of the document creating or evidencing the Lien or encumbrance, to the extent the basis of the alleged Defect is a Lien or encumbrance; (e) A copy of Phase I (or if applicable, Phase II) describing in detail the Defect, to the extent the alleged Defect is an Environmental Defect; or (f) Any other documents reasonably necessary for Sellers and the Defect Referee (as well as any title attorney, examiner, or environmental consultant hired by such Persons) and relied upon by Purchaser to verify and confirm the existence of and Defect Amount with respect to such alleged Defect. “Records” means all books, records, files, data, information, drawings, and maps to the extent (and only to the extent) related to the Subject Securities, any member of the Company Group, or the Assets, including electronic copies of all computer records where available, contract files, easement files, well logs, division order files, title opinions and other title information (including abstracts, evidences of rental payments, maps, surveys, and data sheets), hazard data, and surveys, production records, engineering files, environmental records, and minute books and other corporate records of any member of the Company Group (such as financial and accounting records and data), but excluding, however, in each case, the Excluded Records. “Release” means any discharge, emission, spilling, leaking, pumping, pouring, placing, depositing, injecting, dumping, burying, leaching, migrating, abandoning or disposing into or through the environment of any Hazardous Substance, including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Substance.

31 “Remediate” means any remedial, removal, response, investigation, monitoring, cure, construction, closure, disposal, testing, integrity testing, evaluation, assessment, study, permitting or other corrective actions required under applicable Environmental Laws to cure, evaluate, assess, study, mitigate, or remove a Release or correct a violation of Environmental Law, in each case taking into account permanent or non-permanent remedies or actions, including but not limited to mechanisms to contain or stabilize Hazardous Substances, monitor site conditions, assess natural attenuation, implement risk-based corrective action, develop institutional controls, or other appropriate restrictions on the Assets, including caps, dikes, encapsulation or leachate collection systems, or installation of air emission control or capture equipment. The term “Remediation” shall have correlative meaning. “REPX” means Riley Exploration Permian, Inc., a Delaware corporation. “Reserve Report” is defined in Section 8.10(b). “Right” means any option, warrant, convertible or exchangeable security or other right, however denominated, to subscribe for, purchase or otherwise acquire any Security of any class, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction or happening of any other condition or contingency. “Royalties” means all royalties, overriding royalties, reversionary interests, net profit interests, production payments, carried interests, non-participating royalty interests, reversionary interests and other royalty burdens and other interests payable out of production of Hydrocarbons from or allocated to the Oil and Gas Properties or the proceeds thereof to Third Parties, but excluding, for the avoidance of doubt, all Taxes. “SALT Election” means an election under applicable state or local Laws relating to Income Taxes made by a member of the Company Group pursuant to which such member of the Company Group will incur or otherwise be liable for any state or local Income Taxes that would have been borne (in whole or in part) by the direct or indirect equity owners of such member of the Company Group had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75). “SALT Election Taxes” means any Income Taxes payable by a member of the Company Group pursuant to a SALT Election. “SEC” means the United States Securities Exchange Commission. “SEC Financial Statements” is defined in Section 8.10(b). “Securities” means any equity interests or other equity security of any class, any option, warrant, convertible or exchangeable security (including any membership interest, equity unit, partnership interest, trust interest) or other right, however denominated, to subscribe for, purchase or otherwise acquire any equity interest or other equity security of any class, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction or happening of any other condition or contingency; provided, however, “Securities” expressly exclude any real property interests or