Exhibit 2.1

AMENDMENT NO. 4

TO

PURCHASE, SALE, TERMINATION AND EXCHANGE AGREEMENT

This Amendment No. 4 (this “Amendment”) effective as of September 9, 2025 (the “Amendment 4 Effective Date”) to that certain Purchase, Sale, Termination and Exchange Agreement, dated as of February 10, 2025, is made by and among Pogo Royalty, LLC, a Texas limited liability company (“Pogo Royalty”), CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Resources Management”), and 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with Pogo Royalty, CIC, DenCo and Pogo Resources Management, the “Sellers”), EON Resources Inc., a Delaware corporation (the “Company”), HNRA Upstream, LLC, a Delaware limited liability company (“OpCo”), HNRA Royalties, LLC, a Delaware limited liability company (“EONR Royalties”) and HNRA Partner, Inc. a Delaware corporation (the “SPAC Subsidiary” and, together with the Company, OpCo and EONR Royalties, the “Purchasers”). The Sellers and the Purchasers are referred to herein individually as a “Party” and, collectively, as the “Parties.” Any term used but not defined herein shall have the meaning assigned to such term in the PSA.

RECITALS

WHEREAS, the Sellers and the Purchasers are parties to that certain Purchase, Sale, Termination and Exchange Agreement, dated as of February 10, 2025 (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, dated June 2, 2025, June 6, 2025 and June 13, 2025, the “PSA”);

WHEREAS, pursuant to Section 8.3 of the PSA, the PSA may be amended by a written agreement duly executed by each of the Parties thereto; and

WHEREAS, the Sellers and the Purchasers desire to enter into this Amendment in order to amend the PSA in the manner set forth herein.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements herein made and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Amendment to PSA. The PSA is hereby amended as follows (with Section references below in this Section 1 being the section of the PSA that is being amended):

(a) Section 1.1(b) is hereby amended and restated in its entirety as follows:

“The aggregate consideration for the purchase and sale of the ORRI shall be an amount in cash equal to $13,675,000 (the “ORRI Purchase Price”).”

(b) Section 2.3(a) and Section 2.4(c) are hereby amended to provide that the effective date of the conveyance referenced by each section be the first day of the month during which the Closing Date occurs.

2. Effect on the PSA. Except as specifically amended by this Amendment, the PSA shall remain in full force and effect, and the PSA, as amended by this Amendment, is hereby ratified and confirmed in all respects. From and after the Amendment 4 Effective Date, each reference in the PSA to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import, or to any provision of the PSA, as the case may be, shall be deemed to refer to the PSA or such provision as amended by this Amendment, unless the context otherwise requires.

3. Miscellaneous. The provisions of Sections 8.2 (Governing Law; Submission to Jurisdiction; Consent to Service of Process), 8.3 (Entire Agreement; Amendments and Waivers), 8.4 (Notices), 8.5 (Severability), 8.6 (Binding Effect; Assignment), 8.7 (Non-Recourse), 8.8 (Counterparts), 8.9 (Exhibits), 8.10 (Specific Performance) and 8.11 (Waiver of Jury Trial) of the PSA are incorporated by reference into this Amendment mutatis mutandis.

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

IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates indicated below, effective as of the Amendment 4 Effective Date.

[Signature Page to Amendment No. 4 to Purchase, Sale, Termination and Exchange Agreement]

[Signature Page to Amendment No. 4 to Purchase, Sale, Termination and Exchange Agreement]

Exhibit 10.1

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED

CONVEYANCE OF OVERRIDING ROYALTY INTEREST

This Conveyance of Overriding Royalty Interest (this “Conveyance”) is made effective as of 7:00 A.M. Mountain Time on September 9, 2025 (the “Effective Time”), from LH Operating, LLC, a Texas limited liability company, with offices at 3730 Kirby Drive, Suite 180, Houston, Texas 77098 (“Grantor”), in favor of [***] (“Grantee”). This Conveyance is made in conjunction with that certain Agreement Regarding Overriding Royalty Interest dated effective as of the Effective Time, by and between Grantor and Grantee (the “Override Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Override Agreement.

For and in consideration of Ten and NO/100 Dollars ($10.00) and other good and valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency of which are hereby acknowledged by Grantor, Grantor hereby GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS, SETS OVER, and DELIVERS unto Grantee and its successors and assigns, effective as of the Effective Time, subject to the terms hereof, an overriding royalty interest in and to the Subject Interests, the Subject Hydrocarbons, and the Subject Wells equal to the Specified Percentage of all Subject Hydrocarbons produced from and after the Effective Time, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to proportionate reduction as provided below (the “ORR Interest”); provided, however,

(a) if the Subject Interests include less than the entirety of the working interest in any Hydrocarbon lease (a “Lease”) or portion thereof, or should any such Lease not cover the entirety of the fee mineral estate in the lands described therein, the associated portion of the ORR Interest shall be proportionately reduced from the gross fifteen percent (15%) of all Hydrocarbons produced and saved from the lands subject to such Lease in accordance with the ratio that the net interest of Grantor in the Lease bears to the entire working interest therein or the net interest in the fee mineral estate in the lands covered by the Lease bears to the entire fee mineral estate therein; and

(b) this overriding royalty attaches to renewals, extensions, and top leases only to the extent covering the same lands within the Subject Interests and the same depths actually burdened, and then only in proportion to the interest acquired by Grantor, with full proportionate reduction.

As used herein, the following definitions apply:

“Farmout Agreement” means that certain Joint Development, Leasehold Purchase, and Area of Mutual Interest Agreement dated September 9, 2025, between Grantor and Virtus Energy Assets, LLC.

“Recompleted” means the deepening, sidetracking, re-completion or perforation of any Subject Well listed on Exhibit B after the Effective Time that is completed by Virtus Energy Assets, LLC or its Affiliates pursuant to the terms of the Farmout Agreement as a well producing or capable of producing Subject Hydrocarbons from the San Andres Formation.

“San Andres Formation” means the stratigraphic equivalent of 3,314 feet to 4,811’ feet measured depth as seen in the spectral gamma ray log, run on June 27, 2010, by Halliburton in the NFE Federal No. 10 well, API 30-015-37360 located in Section 8, Township 17S Range 31E, N.M.P.M, Eddy County, New Mexico.

“Specified Percentage” means:

(a) fifteen percent (15%) as to all interests in the Subject Interests as to depths and formations that are from the surface of the earth to the top of and not included in the San Andres Formation;

(b) fifteen percent (15%) as to all interests in the Subject Wells that are spud or completed prior to the Effective Time, including, but not limited to any Subject Wells completed as to any portion of the San Andres Formation and any interests in any and all Subject Interests that are allocated to, or pooled, unitized or communitized with, the wellbore of such Subject Wells (such existing Subject Wells and interests, the “Existing Subject Wells”); and

(c) five percent (5%) as to any interests in the Subject Interests to the extent constituting depths and formations that are included within the San Andres Formation, SAVE and EXCEPT any Existing Subject Wells and any Subject Interests to the extent allocated to, or pooled, unitized or communitized with, the wellbore of any Existing Subject Well;

provided, however:

(i) in the event that any Existing Subject Well is Recompleted after the Effective Date as a well producing or capable of producing Subject Hydrocarbons from the San Andres Formation, then effective as of the date of first production thereof after such Recompletion the Specified Percentage as to the portion of the Subject Interests that are included within the San Andres Formation and that are allocated to, or pooled, unitized or communitized with, the wellbore of such Recompleted Existing Subject Well shall be decreased from fifteen percent (15%) to five percent (5%);

(ii) with respect to any as to any interests in the Subject Interests to the extent constituting depths and formations that are included within the San Andres Formation (excluding any Subject Interests to the extent allocated to, or pooled, unitized or communitized with, the wellbore of any Subject Well existing at the applicable date of re-assignment, re-conveyance or transfer) that are re-assigned, re-conveyed or transferred to Grantor pursuant to the terms of Section 4.4(a) of the Farmout Agreement, then effective as of the date such Subject Interests are required to be re-assigned, re-conveyed or transferred to Grantor thereunder, the Specified Percentage with respect to such Subject Interests shall be increased from five percent (5%) to ten percent (10%); and

(iii) in the event of a Funding Deficiency, the Specified Percentage shall be increased as provided in Section 1.1(c) of the Override Agreement.

“Subject Hydrocarbons” means all Hydrocarbons in and under and that may be produced, saved, and sold from and attributable to the Subject Interests, provided that (a) there shall not be included in the Subject Hydrocarbons (i) any Hydrocarbons attributable to non-consent operations conducted with respect to the Subject Interests (or any portions thereof) as to which Grantor shall be a non-consenting party that are dedicated to the recoupment or reimbursement of costs and expenses of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract for development, or other instrument providing for such non-consent operations (including any interest, penalty, or other amounts related thereto), or (ii) any Hydrocarbons unavoidably lost in production or used by Grantor for production operations (including, without limitation, fuel or secondary or tertiary recovery) conducted solely for the purpose of producing Subject Hydrocarbons, and (b) there shall be included in the Subject Hydrocarbons any Hydrocarbons attributable to non-consent operations conducted with respect to the Subject Interests (or any portions thereof) as to which Grantor shall be a non-consenting party that are produced, saved, and sold from and attributable to the Subject Interests from and after the recoupment or reimbursement of costs and expenses (including any interest, penalty, or other amounts related thereto) of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract agreement, contract development, or other instruments providing for such non-consent operations.

“Subject Interests” means (a) each kind and character of right, title, claim, or interest (collectively the “rights”), that Grantor has or owns in the Leases held by Grantor as of the date hereof, including the Leases described on Exhibit A, attached hereto, (b) any leasehold interests of Grantor in any other leases of Hydrocarbons derived from the pooling or unitization of the foregoing Leases (or portions thereof) with other leases of Hydrocarbons, (c) any rights of Grantor in respect of any of the lands covered by the Subject Interests whether arising under any unitization or pooling order, an operating agreement, a division order, or a transfer order, or under or by virtue of any other type of claim or title, legal or equitable, recorded or unrecorded, (d) any Secondary Arrangements or interests therein, and (e) in each of the foregoing cases, all as such rights shall be (i) enlarged or diminished by virtue of the pooling and unitization provisions of this Conveyance or any terms and provisions of the Override Agreement, and (ii) enlarged by the discharge of any payments out of production or by the removal of any charges or encumbrances to which any of such rights are subject (provided that such removal is pursuant to the express terms of the instrument that created such charge or encumbrance).

“Subject Wells” means the Hydrocarbon wells that are now or hereafter located on the Subject Interests, including the wells listed on Exhibit B.

TO HAVE AND TO HOLD all and singular the ORR Interest unto Grantee and its successors and assigns forever, and Grantor does hereby bind Grantor and Grantor’s successors and assigns to warrant and forever defend, all and singular, the ORR Interest unto Grantee and its successors and assigns against all Persons whomsoever claiming or to claim the same, or any part thereof, when such claims are made by, through or under Grantor, but not otherwise.

Subject to the terms of the Override Agreement, any payments in respect of the ORR Interest shall be free and clear of (i) all drilling, completing, developing, and operating costs and expenses, and (ii) all post-production costs, including the costs of compression, processing, gathering, and treating to make the production marketable and the costs of marketing and transportation (collectively, “Post-Production Costs”) incurred or charged by Grantor or any of its Affiliates with respect to Subject Hydrocarbons prior to the Point of Sale of such Subject Hydrocarbons. For purposes of this Conveyance the “Point of Sale” shall be the place where title and risk of loss to the Subject Hydrocarbons fully transfers (with Grantor and its Affiliates having no further rights or interest in or to the Subject Hydrocarbons, contingent or otherwise) to a Third Party purchaser of the Subject Hydrocarbons (such Third Party, the “Purchaser”). The ORR Interest shall be paid upon the gross proceeds actually received by Grantor from the Purchaser for the sale of the applicable Subject Hydrocarbons as of the Point of Sale (net of any treating, gathering, transporting and other costs incurred and paid by Purchaser from and after the Point of Sale to third parties un-Affiliated with Purchaser or Grantor), and shall bear its proportionate share of all severance, excise, production, and similar taxes.

Grantor shall have the right to pool or unitize all or any of the Subject Interests as to any one or more of the formations or horizons thereunder, when, in the reasonable judgment of Grantor, it is necessary or advisable to do so in order to form a drilling or proration unit to facilitate the orderly development of the relevant Subject Interests or to comply with any Governmental Requirement relating to the spacing of wells or proration of the production therefrom. Any exercise of such pooling right shall be in good faith, and the portion of the ORR Interest derived from a Subject Interest shall not be pooled in a manner that differs from the manner in which the remainder of the Subject Interest or the royalty interests of the lessors of the applicable Leases are pooled; provided that in the event of pooling or unitization, this overriding royalty burdens only the portion of production allocable to the Subject Interests and the depths actually burdened, and is subject to proportionate reduction based on Grantor’s actual working interest attributable to the Subject Interests included in such pooled/unitized area.

This Conveyance is made subject to the Override Agreement. In the event of a conflict between the Override Agreement and this Conveyance, the terms and provisions of the Override Agreement shall control to the extent and only to the extent of the conflict. The terms, provisions, and obligations set forth in the Override Agreement shall survive the execution of this Conveyance and shall not merge with or into this Conveyance.

The ORR Interest does not include any right, title, or interest in and to any personal property, fixtures, or equipment and is exclusively an overriding royalty interest in and to the Subject Interests, the Subject Hydrocarbons, and the Subject Wells.

In addition to filing the Conveyance, Grantor and Grantee shall execute and file with appropriate authorities, whether federal, state, or local, all forms or instruments required by applicable law to effectuate the conveyance contemplated by the Conveyance and this Agreement. Said instruments shall be deemed to contain all of the exceptions, reservations, rights, titles, and privileges set forth in the Conveyance and this Agreement as fully as though the same were set forth in each such instrument. The interests conveyed by such separate assignments are the same and not in addition to the interests conveyed in the Conveyance.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Conveyance is dated as of the parties’ respective acknowledgments below, but shall be effective for all purposes as of the Effective Time.

The foregoing instrument was acknowledged before me on this _____ day of __________, 2025, by Mitchell B. Trotter as CFO of LH Operating, LLC, on behalf of said limited liability company.

[Signature Page to Conveyance of Overriding Royalty Interest]

The foregoing instrument was acknowledged before me on this 9th day of September, 2025, by [***] as [***] of [***], on behalf of said limited liability company.

[Signature Page to Conveyance of Overriding Royalty Interest]

Exhibit 10.2

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED

AGREEMENT REGARDING OVERRIDING ROYALTY INTEREST

This Agreement Regarding Overriding Royalty Interest (this “Agreement”) is made effective as of 7:00 A.M. Mountain Time September 9, 2025 (the “Effective Time”), by and between LH Operating, LLC, a Texas limited liability company, with offices at 3730 Kirby Drive, Suite 180, Houston, Texas 77098 (“Grantor”), and [***] (“Grantee”).

RECITALS

WHEREAS, Assignor is the owner of the Subject Interests, Subject Wells and Subject Hydrocarbons (as defined below);

WHEREAS, as of the Effective Time and for other good and valuable consideration (as described herein), the receipt and sufficiency of which are hereby acknowledged, Grantor, subject to the other terms and provisions hereof, hereby GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS AND DELIVERS unto Grantee, subject to the terms, exceptions and reservations herein contained, including all rights, estates, powers and privileges appurtenant thereto, with respect to the Subject Interest, the ORR Interest; and

WHEREAS, reference is made to that certain Conveyance of Overriding Royalty Interest between Grantor and Grantee executed in conjunction herewith and made effective as of the Effective Time (the “Conveyance”). Capitalized terms used herein shall have the meanings set forth in Exhibit A, attached hereto, provided that capitalized terms used but not defined herein shall have the meanings set forth in the Conveyance.

NOW, THEREFORE, BE IT RESOLVED, that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1
PAYMENT

Section 1.1 Payment of ORR Interest.

(a) Grantor shall disburse to Grantee, within sixty (60) days after the Grantor’s receipt of payment for Subject Hydrocarbons (the “Due Date”) the amounts payable with respect to the ORR Interest in immediately available funds. Until disbursed to Grantee, Grantor will not commingle, spend, pledge, dispose of, or encumber all proceeds of the Subject Hydrocarbons attributable to the ORR Interest. Any amount not paid by Grantor to Grantee with respect to the ORR Interest by its Due Date shall bear, and Grantor hereby agrees to pay, interest at a rate of twelve percent (12%), compounded monthly, from the Due Date until such amount has been paid.

(b) Subject to the terms hereof, any payments in respect of the ORR Interest shall be free and clear of (i) all drilling, completing, developing, and operating costs and expenses, and (ii) all post-production costs, including the costs of compression, processing, gathering, and treating to make the production marketable and the costs of marketing and transportation (collectively, “Post-Production Costs”) incurred or charged by Grantor or any of its Affiliates with respect to Subject Hydrocarbons prior to the Point of Sale of such Subject Hydrocarbons. For purposes of this Agreement the “Point of Sale” shall be the place where title and risk of loss to the Subject Hydrocarbons fully transfers (with Grantor and its Affiliates having no further rights or interest in or to the Subject Hydrocarbons, contingent or otherwise) to a Third Party purchaser of the Subject Hydrocarbons (such Third Party, the “Purchaser”). The ORR Interest shall be paid upon the gross proceeds actually received by Grantor from the Purchaser for the sale of the applicable Subject Hydrocarbons as of the Point of Sale (net of any treating, gathering, transporting and other costs incurred and paid by Purchaser from and after the Point of Sale to third parties un-Affiliated with Purchaser or Grantor), and shall bear its proportionate share of all severance, excise, production, and similar taxes. For example:

(i) If the Point of Sale to any Gas is at the well, and the price paid by Purchaser to Grantor under the applicable sales contract is calculated by Purchaser by taking (A) an index price of $4.00/MMBtu and subtracting (B) treating, gathering, transporting and other costs incurred and paid by Purchaser from and after the Point of Sale to third parties un-Affiliated with Purchaser or Grantor, for a Point of Sale price paid by Purchaser to Grantor of $3.70/MMBtu, then the payment to Grantee for the applicable ORR Interest shall be calculated as the applicable Specified Percentage of $3.70/MMBtu.

(ii) If the Point of Sale to any Gas is downstream of the well, and the price paid by Purchaser to Grantor under the applicable sales contract is $4.00/MMBtu at the Point of Sale, and Grantor incurred $0.30/MMBtu in other costs, including costs to treat, gather and transport such Gas to the Point of Sale, then the payment to Grantee for the applicable ORR Interest shall be calculated as the applicable Specified Percentage of $4.00/MMBtu.

(iii) If (A) any Gas produced from any well is utilized as fuel or otherwise lost or unaccounted for prior to any Point of Sale and (B) the volume weighted average price paid by all Purchasers to Grantor under the applicable sales contracts for all Gas purchased that month is $4.00/MMBtu at the Point of Sale, then the payment to Grantee for the applicable ORR Interest with respect to such Gas utilized as fuel or otherwise lost or unaccounted for prior to any Point of Sale shall be calculated as the applicable Specified Percentage of $4.00/MMBtu.

(c) Commencing on January 1, 2026 and continuing through and including December 31, 2028 (each such calendar year, an “Annual Commitment Period”), Grantor shall fund, or cause to be funded, petroleum exploration, development and production activities that constitute “Qualified Project Expenditures” in an amount not less than Three Million Dollars (US $3,000,000) in each Annual Commitment Period (the “Annual Capital Commitment”). If, during any Annual Commitment Period, the aggregate Qualified Project Expenditures exceed the Annual Capital Commitment, the amount of such excess (the “Banked Commitment Credit”) shall be credited toward satisfaction of the Annual Capital Commitment for the immediately succeeding Annual Commitment Period only, and any portion of the Banked Commitment Credit not applied during such succeeding period shall automatically expire without further force or effect. For the avoidance of doubt, no Banked Commitment Credit may be applied retroactively to any prior period, nor may any Banked Commitment Credit be carried forward more than one (1) year.

(i) Subject to the foregoing Section 1.1(c), if in any Annual Commitment Period the sum of Grantor’s Qualified Project Expenditures plus any available Banked Commitment Credit is less than the Annual Capital Commitment (such shortfall, the “Funding Deficiency”), the Specified Percentage shall automatically and permanently increase, effective as of the first day following the end of the applicable Annual Commitment Period in which the Funding Deficiency occurs, by an amount (expressed in percentage points) equal to:

(1) (1.0 minus (Qualified Project Expenditures divided by Annual Capital Commitment)) multiplied by 0.02. For the avoidance of doubt and for illustrative purposes only, see Annex A for an example of such calculation.

(ii) For the avoidance of doubt, and notwithstanding anything herein contained herein the contrary, any increase to the Specified Percentage shall be cumulative and irrevocable, shall apply to all of the Subject Hydrocarbons produced and saved from and after Effective Date, and shall not be subject to reduction on account of Grantor’s performance in any subsequent Annual Commitment Period.

(d) After-Acquired Interests. In the event that after the Effective Time, Grantor or any Affiliate of Grantor acquires any right, title, claim, or interest (collectively the “rights” in and to formations and depths from the surface of the earth through the San Andres Formation in and to (a) any lands described in any of the Subject Interests (whether or not such rights are burdened by the Subject Leases), including any and all rights to any Hydrocarbon wells, (b) any leasehold interests derived from the pooling or unitization of the Subject Interests or any leases described in subpart (a) of this definitions (or portions thereof) with other leases of Hydrocarbons, (c) any of the lands covered by the Subject Interests whether arising under any unitization or pooling order, an operating agreement, a division order, or a transfer order, or under or by virtue of any other type of claim or title, legal or equitable, recorded or unrecorded, (d) any Secondary Arrangements or interests therein (“Subsequently Acquired Interests”), then Grantor shall, and shall cause its applicable Affiliates to execute and deliver to Grantee (i) a conveyance of overriding royalty interests substantially in the form of the Conveyance, with such Subsequently Acquired Interests being the only rights listed on Exhibit A and Exhibit B of such conveyance and (ii) an agreement regarding overriding royalty interest substantially in the form of this Agreement, with the definition of the “Conveyance” therein being modified to reference the applicable conveyance referenced in the immediately foregoing subpart (i) of this paragraph.

Section 1.2 Statements. In connection with each payment by Grantor, or the purchaser of production, to Grantee of proceeds attributable to the ORR Interest, Grantor shall include or cause the purchaser of production to include a statement of proceeds, deductions, and other calculations pertaining to such payment containing substantially similar information to the statements delivered by Grantor to royalty owners in the ordinary course of business in connection with payment of royalties, including written notification to Grantee of the date of initial production for each new Subject Well. Grantor shall maintain true and correct books, records, and accounts of (i) all transactions required or permitted by the Conveyance and this Agreement and (ii) the financial information necessary to properly reflect such transactions and in each case shall retain such records for a period of four years from and after the date of such transactions. Upon at least thirty (30) days’ prior written notice to Grantor, at Grantee’s sole cost and expense, Grantor shall give Grantee reasonable access in Grantor’s office during Grantor’s normal business hours to:

(a) all Subject Well production data in the possession of Grantor, as to the Leases and the Subject Wells; and

(b) all reasonably appropriate records pertaining to the production, transportation, marketing and sales of the Subject Hydrocarbons from the Leases and Subject Wells and the determination of the Subject Hydrocarbons and the ORR Interest and such other information as Grantee reasonably requests to verify the calculation of the Subject Interest and the ORR Interest.

Section 1.3 Overpayment; Past Due Payments. If Grantor ever pays Grantee more than the amount of money then due and payable to Grantee with respect to the ORR Interest, Grantor may at any time during the one (1) year period following the overpayment retain out of the amount which would otherwise be payable pursuant to Section 1.1 for its own account an amount equal to the overpayment, and in the event that Grantor fails to exercise its right to retain said amount, Grantor’s right to recover such overpayment shall cease and be of no further force and effect. Grantor shall give Grantee written notice of any underpayment or overpayment with respect to the ORR Interest, together with supporting documentation, computations, and data, promptly after obtaining knowledge of such underpayment or overpayment. Underpayments shall bear interest in accordance with Section 1.1.

Section 1.4 Option to Take In-Kind. Notwithstanding anything to the contrary set forth in this Agreement or in the Conveyance, on sixty (60) days’ notice to Grantor, Grantee shall have the right and option to take in kind or separately dispose of the proportionate share of all Subject Hydrocarbons derived from or attributable to the ORR Interest, provided that any extra expenditure incurred by Grantee in such taking in kind or separate disposition by shall be borne by Grantee, and Grantee shall bear its proportionate share of all severance, excise, production, and similar taxes with respect thereto.

Section 1.5 Certain Affidavits and Stipulations. In the event of the occurrence of (a) any Funding Deficiency, (b) any Recompletion of any Existing Well after the Effective Date as a well producing or capable of producing Subject Hydrocarbons from the San Andres Formation and/or (c) the re-assignment, re-conveyance or transfer of any Subject Interests to Grantor pursuant to the terms of Section 4.4(a) of the Farmout Agreement, then Grantor and Grantee shall promptly execute, deliver and record an affidavit in the applicable counties where the Subject Interests are located evidencing and putting third parties on notice of (i) the occurrence thereof, (ii) the increase or increase, as applicable to the Specified Percentage as to the Subject Interests and Subject Wells affected thereby and (iii) the effective date of such occurrence.

ARTICLE 2
OPERATION OF THE SUBJECT INTERESTS

Section 2.1 Operations. It is the express intent of Grantor and Grantee that the ORR Interest shall constitute (and the Conveyance shall conclusively be construed for all purposes as creating) a non-operating, non-cost bearing mineral right in the nature of a royalty interest for all purposes, free of all costs, expenses, and fees associated with the production of the Subject Hydrocarbons and free of all Post-Production Costs. Without limitation of the generality of the immediately preceding sentence, Grantor and Grantee acknowledge that Grantee has no right or power to participate in the selection of a drilling contractor, to propose the drilling of a well, to commence or shut down production, or to take over operations; provided, however, for clarity, this Section 2.1 shall not permit any release, surrender or abandonment for the primary purpose or intent of causing or effecting a termination of the ORR Interest; and provided, further, Grantor shall have no charge, management or control of or with respect to the ORR Interest itself, but instead such charge, management and control with respect to the ORR Interest will be vested solely in Grantee. Grantor (subject to the terms and provisions of any applicable operating agreements and the other provisions of this Agreement or the Conveyance): (x) will operate, maintain and develop any Leases or any Subject Wells operated by Grantor, to the extent applicable, or its Affiliates, or cause any Leases or any Subject Wells operated by Grantor, to the extent applicable, or its Affiliates to be operated, maintained and developed in accordance with the Reasonably Prudent Operator Standard and (y) will make elections under the Leases, operating agreement, unit agreement, contract for development and other similar instrument or agreement (including all determinations with respect to pooling and unitization, elections concerning abandonment of any Subject Well or release of any Lease or any Subject Well) in accordance with the Reasonably Prudent Operator Standard. As to those Leases and Wells for which Assignor is not the operator, Assignor shall vote its working interests and any other voting interests and exercise its rights with respect thereto under applicable operating or unit operating agreements in accordance with the Reasonably Prudent Operator Standard. Grantor and Grantee hereby expressly negate any intent to create (and the Conveyance and this Agreement shall never be construed as creating) a mining or other partnership or joint venture or other relationship subjecting Grantor and Grantee to joint liability. Nothing contained in the Conveyance or this Agreement shall be deemed to prevent or restrict Grantor from electing not to participate in any operations that are to be conducted under the terms of any operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to the Subject Interests and permitting consenting parties to conduct non-consent operations thereon.

Section 2.2 [Intentionally Remitted.]

Section 2.3 Marketing. Subject to Grantee’s rights under Section 1.4, (a) as between Grantor and Grantee, Grantor exercise due diligence and use all commercially reasonably efforts to, and shall have charge and control to, the marketing of all Subject Hydrocarbons, including those attributable to the ORR Interest, (b) Grantor shall market the Subject Hydrocarbons attributable to the ORR Interest in the same manner that it markets its share of the Subject Hydrocarbons, and (c) Grantor shall not be entitled to charge any fee for marketing the Subject Hydrocarbons attributable to the ORR Interest. With respect to the marketing of Subject Hydrocarbons attributable to the ORR Interest, Grantor shall have a duty of good faith and fair dealing, and shall undertake commercially reasonable efforts, but Grantor shall not have a duty to obtain a net price for Subject Hydrocarbons attributable to the ORR Interest in excess of the net price Grantor obtains for its own production of Subject Hydrocarbons; provided, that (i) no sale of any Subject Hydrocarbons shall (A) provide for payment for production to be paid in advance of such production occurring (including “take or pay” provisions), (B) allow the purchaser to defer payments for production for more than three (3) months after the month in which such production is sold and delivered to such purchaser (excluding disputed payments, delays in connection with initial payments for production due to normal industry delays for division order opinions, division orders or other matters) or (C) provide for payments to be made other than by wire transfers or other similar electronic means for the immediate payment of money and (ii) at any time that any Subject Hydrocarbons are marketed by a Person other than Grantor or an Affiliate of Grantor, the Reasonably Prudent Operator Standard shall apply to such marketing by Grantor.

Section 2.4 Secondary Arrangements. Grantor shall have the right, without the consent of Grantee, to enter into or acquire an interest in any renewal, extension, modification, amendment, supplement, new lease, replacement lease, or other similar arrangement that covers or relates to a Subject Interest or the interests from which the Subject Interests are derived (including, without limitation, the mineral estate covered by a Subject Interest consisting of a Lease) (a “Secondary Arrangement”); provided that (i) the ORR Interest shall apply to each and every Secondary Arrangement to the extent the ORR Interest had previously applied as conveyed to or acquired, directly or indirectly, by Grantor within two (2) years after the date of alleged termination (whether in whole or in part) of the Subject Interest associated with the Secondary Arrangement and (ii) Grantor will provide written notice to Grantee and cause a conveyance in the form substantially similar to the Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in all appropriate counties where the properties subject to such replacement lease is located, which conveyance shall convey to Grantee an ORR Interest in the applicable portions of the replacement Lease equal to the existing percentage of the ORR Interest. In the event that an Affiliate of Grantor acquires an interest that would qualify as a Secondary Arrangement if it had been acquired by Grantor, then, for purposes of this Conveyance, such interest shall be deemed a Secondary Arrangement of Grantor, and Grantor shall cause such Affiliate to assign and Transfer all rights and obligations related to such Secondary Arrangement to Grantor effective as of the time the interest was acquired by such Affiliate. No Secondary Arrangement (including, without limitation, the terms and provisions of any renewals, extensions, modifications, amendments, supplements, or other arrangements) shall adversely affect any of Grantee’s rights hereunder, including, without limitation, the computation or method of payment applicable to the ORR Interest, except to the extent that Grantor’s rights are proportionately adversely affected. Grantor shall furnish Grantee with written notice of any Secondary Arrangement within twenty (20) days from the acquisition thereof, which notice shall include a copy of all documents and instruments consisting of or relating to the Secondary Arrangement. In the event any Subject Interest that will expire or terminate in the absence of a Secondary Arrangement and Grantor does not intend to enter into a Secondary Arrangement, Grantor shall give Grantee written notice (such notice, a “Notice of Non-Renewal”) no later than twenty (20) days prior to the date upon which such Subject Interest will expire or terminate. Subject to any Third Party rights of consents of preferential rights, within twenty (20) days after receiving any Notice of Non-Renewal, Grantee may elect, by written notice to Grantor no later than ten (10) days prior to the date upon which such Subject Interest will expire or terminate, to acquire the Subject Interests described in the applicable Notice of Non-Renewal. If Grantee elects to acquire any Subject Interests described in a Notice of Non-Renewal, Grantor, within five (5) days of Grantee’s written election, shall execute and deliver to Grantee a conveyance of such Subject Interests with a special warranty of title. If Grantee fails to exercise its right to acquire a Subject Interest in response to a Notice of Non-Renewal, Grantee shall be deemed to have elected not to acquire the Subject Interest. In the event Grantee acquires the Subject Interest, Grantee shall assume and indemnify and hold Grantor harmless from lease obligations and plugging and abandonment responsibility for applicable wells.

Section 2.5 Abandonment. Grantor shall have the right to release, surrender, or abandon any Subject Interest or any portion thereof, provided, however, that Grantor shall give Grantee written notice (such notice, a “Notice of Abandonment”) no later than thirty (30) days prior to any such proposed release, surrender, or abandonment. Subject to any Third Party rights of consents of preferential rights, within twenty (20) days after receiving any Notice of Abandonment, Grantee may elect, by written notice to Grantor, to acquire the Subject Interests described in the applicable Notice of Abandonment. If Grantee elects to acquire any Subject Interests described in a Notice of Abandonment, Grantor shall, within fifteen (15) days of Grantee’s election, execute and deliver to Grantee a conveyance of such Subject Interests with a special warranty of title. If Grantee fails to exercise its right to acquire a Subject Interest in response to Notice of Abandonment, Grantee shall be deemed to have elected not to acquire the Subject Interest. Grantor shall have no duty, express or implied, to maintain any of the Subject Interests in force and effect. In the event Grantee acquires the Subject Interest, Grantee shall assume and indemnify and hold Grantor harmless from lease obligations and plugging and abandonment responsibility for applicable wells.

ARTICLE 3
TRANSFERS

Section 3.1 Assignment by Grantor. Grantor shall not Transfer any of the Subject Interests or assign or delegate Grantor’s rights or obligations with respect to the ORR Interest without the express prior written consent of Grantee (such consent not to be unreasonably withheld, conditioned or delayed). In the event Grantor makes any Transfer of any Subject Interests, the ORR Interest shall continue to burden the Subject Interests, and Grantee shall not be entitled to any portion of the consideration payable to Grantor in connection with such Transfer. Any Transfer of a Subject Interest made without the express prior written consent shall be null and void ab initio. It is agreed that Grantor shall assign certain right, title and interest in, to and under the Subject Interests to Virtus Energy Partners, LLC and/or its affiliates provided the ORRI Interest shall not be affected by such assignment and Virtus Energy Partners, LLC shall take subject to and in assumption of its proportionate responsibility for the ORR Interest.

Section 3.2 Assignment by Grantee. Grantee may Transfer all or any undivided interest in the ORR Interest (or any part thereof) without the consent of Grantor. No Transfer of the ORR Interest or any portion thereof shall be binding on Grantor until notice (consisting of a copy of the instrument evidencing such assignment or transfer) thereof shall have been furnished to Grantor. Notwithstanding the foregoing, if Grantee proposes to sell the ORR Interest to any Third Party with a date of Transfer within two (2) years from the Effective Time, Grantee shall have the right of first offer to purchase the ORR Interest.

ARTICLE 4
OWNERSHIP OF PROPERTY; LIABILITY OF GRANTEE;
NO RIGHT OF OPERATIONS BY GRANTEE

Section 4.1 Ownership of Certain Property. The ORR Interest does not include any right, title, or interest in and to any personal property, fixtures, or equipment and is exclusively an overriding royalty interest in and to the Subject Interests, the Subject Hydrocarbons, and the Subject Wells.

Section 4.2 No Personal Liability; Indemnity. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE CONVEYANCE OR THIS AGREEMENT, GRANTEE SHALL NEVER BE RESPONSIBLE OR LIABLE FOR PAYMENT OF ANY PART OF THE COSTS, EXPENSES OR LIABILITIES INCURRED IN CONNECTION WITH THE EXPLORING, DRILLING, EQUIPPING, TESTING, DEVELOPING, OPERATING, PRODUCING, MAINTAINING, OR PLUGGING AND ABANDONMENT OF THE SUBJECT INTERESTS, THE SUBJECT HYDROCARBONS, THE SUBJECT WELLS, OR THE LANDS ASSOCIATED THEREWITH, OR THE STORING, HANDLING, TRANSPORTING, TREATING, OR MARKETING OF PRODUCTION THEREFROM EXCEPT TO THE EXTENT THAT GRANTEE TAKES PRODUCTION IN KIND WHEN GRANTEE SHALL BE LIABLE FOR SAME APPLICABLE TO ITS PRODUCTION TAKEN IN KIND. EXCEPT AS TO PRODUCTION TAKEN BY GRANTEE IN KIND, GRANTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, PAY, AND HOLD HARMLESS GRANTEE, GRANTEE’S AFFILIATES, AND THEIR RESPECTIVE OFFICERS, MEMBERS, SHAREHOLDERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES, ADVISORS, REPRESENTATIVES, AND AGENTS, AND THE SUCCESSORS AND ASSIGNS OF ALL OF THE FOREGOING (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL SUCH RESPONSIBILITY AND LIABILITY AND FROM AND AGAINST ANY LOSSES, COSTS (INCLUDING, WITHOUT LIMITATION, ANY ATTORNEYS’ FEES, COURT COSTS, WITNESS FEES, COSTS OF INVESTIGATION, AND OTHER LEGAL COSTS), LIABILITIES (INCLUDING THE COSTS OF ANY INVESTIGATION, STUDY, SAMPLING, TESTING, ABATEMENT, CLEANUP, REMOVAL, REMEDIATION, OR OTHER RESPONSE ACTION NECESSARY OR APPROPRIATE FOR THE REMOVAL, REMEDIATION, CLEANUP, OR ABATEMENT OF ANY HAZARDOUS MATERIALS OR HAZARDOUS MATERIALS ACTIVITY), DAMAGES (INCLUDING NATURAL RESOURCE DAMAGES), FINES, PENALTIES, CLAIMS (INCLUDING ENVIRONMENTAL CLAIMS), CAUSES OF ACTION, INVESTIGATIONS, AND PROCEEDINGS, WHETHER BASED ON ANY GOVERNMENTAL REQUIREMENT (INCLUDING SECURITIES AND COMMERCIAL LAWS, STATUTES, RULES OR REGULATIONS AND ENVIRONMENTAL LAWS), ON COMMON LAW, IN EQUITY, ON CONTRACT, OR OTHERWISE, AND ALL EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER, IN ALL CASES WHETHER DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL, ARISING OUT OF, RESULTING FROM, OR ATTRIBUTABLE TO SAME OR TO THE BREACH BY SUCH GRANTOR OF ANY OF ITS OBLIGATIONS UNDER THE CONVEYANCE OR THIS AGREEMENT, AND IN ALL CASES WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, GROSS, OR SOLE NEGLIGENCE OF ANY INDEMNITEE.

ARTICLE 5
MISCELLANEOUS

Section 5.1 Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given to Grantee or Grantor under the Conveyance or this Agreement shall be sent to such Person’s address as set forth in the first paragraph of this Agreement. Each notice hereunder shall be in writing and may be personally served or sent United States certified or registered mail or courier service and shall be deemed delivered on the date of receipt. Either party may specify its proper address or any other post office address within the continental limits of the United States by giving notice to the other party, in the manner provided in this Section, at least ten (10) days prior to the effective date of such change of address.

Section 5.2 Amendments. Neither the Conveyance nor this Agreement may be amended or modified except pursuant to a written instrument executed by Grantor and Grantee. Notwithstanding anything herein to the contrary, in no event shall any amendment to the Farmout Agreement or affirmative waiver of any rights or remedies under the Farmout Agreement, including Section 4.4 thereof, by any of the parties thereto after the date hereof have any adverse impact or reduction of any of the rights, obligations or interests of Grantee under this Agreement or the Conveyance (including any amendment or waiver that would result in the reduction of the Specified Percentage or the waiver or delay in any increase to the Specified Percentage), it being understood that the rights and remedies of Grantee under this Agreement or the Conveyance shall be determined and calculated as of no such amendment or waiver occurs.

Section 5.3 Further Assurances. Grantor and Grantee shall from time to time do and perform such further acts and execute and deliver such further instruments, conveyances, and other documents as may be required or reasonably requested by Grantor or Grantee, as applicable, to establish, maintain, or protect the respective rights and remedies of Grantor and Grantee and to carry out and effectuate the intentions and purposes of the Conveyance and this Agreement.

Section 5.4 Waivers. The failure of Grantor or Grantee to insist upon strict performance of any provision of the Conveyance or this Agreement shall not constitute a waiver of or estoppel against asserting the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.

Section 5.5 Governing Law. THE CONVEYANCE AND THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF GRANTOR AND GRANTEE UNDER EACH SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW MEXICO WITHOUT REGARD TO CONFLICT-OF-LAWS PRINCIPLES.

Section 5.6 Rule Against Perpetuities. It is not the intent of Grantor or Grantee that any provision in the Conveyance or this Agreement violate any applicable law regarding the rule against perpetuities, the suspension of the absolute power of alienation, or other rules regarding the vesting or duration of estates, and the Conveyance and this Agreement shall be construed as not violating any such applicable law to the extent the same can be so construed consistent with the intent of Grantor and Grantee. In the event, however, that any provision of the Conveyance or this Agreement is determined to violate any such applicable law, then such provision shall nevertheless be effective for the maximum period (but not longer than the maximum period) permitted by any such applicable law that will result in no violation thereof. To the extent such maximum period is permitted to be determined by reference to any life-in-being, Grantor and Grantee agree that life-in-being shall refer to the lifetime of the last to die of the now living lineal descendants of the late Joseph P. Kennedy (father of the late President of the United States of America).

Section 5.7 Government Forms. Separate governmental forms of assignment covering the ORR Interest in the Subject Hydrocarbons may be executed by Grantor to Grantee in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, reservations, warranties, rights, titles, power and privileges set forth in this Agreement and the Conveyance as fully as though they were set forth in each such assignment. The interests covered by such separate assignments are the same, and not in addition to, the interests conveyed in this Agreement and the Conveyance.

Section 5.8 Tax Matters. Nothing in the Conveyance or this Agreement shall be construed to constitute a partnership or to cause (under state law or for tax purposes) Grantor to be treated as being the agent of, or in partnership with, Grantee or Grantee to be treated as being the agent of, or in partnership with, Grantor. For all federal income tax purposes and any similar state or local tax purposes, (i) the ORR Interest shall be treated as a production payment within the meaning of IRC section 636 and Treasury Regulation Section 1.636-3(a), which is treated as a mortgage loan described in Treasury Regulation Section 1.636-1(a), (ii) such loan receivable shall be treated as distributed by Grantor to its members and then contributed by such members to Grantee, and (iii) each of Grantor and Grantee agree to report the ORR Interest consistently with this Section 5.8 and shall not assert in any audit or other proceeding with respect to taxes any treatment of the ORR Interest that is inconsistent with this Section 5.8. For avoidance of doubt, Grantor and Grantee acknowledge and agree that Grantor (and not Grantee) is entitled to all items of taxable income, gain, loss, and deduction (including depletion) with respect to the Subject Interests and the production of minerals attributable thereto.

Section 5.9 No Duplication. In addition to filing the Conveyance, Grantor and Grantee shall execute and file with appropriate authorities, whether federal, state, or local, all forms or instruments required by applicable law to effectuate the conveyance contemplated by the Conveyance and this Agreement. Said instruments shall be deemed to contain all of the exceptions, reservations, rights, titles, and privileges set forth in the Conveyance and this Agreement as fully as though the same were set forth in each such instrument. The interests conveyed by such separate assignments are the same and not in addition to the interests conveyed in the Conveyance.

Section 5.10 Binding Effect. All the covenants and agreements of Grantor contained in the Conveyance and this Agreement shall be deemed to be covenants running with the land. All of the provisions of the Conveyance and this Agreement shall inure to the benefit of Grantee and its successors and assigns and shall be binding upon Grantor and its successors and assigns and all other owners of the Subject Interests or any part thereof or any interest therein.

Section 5.11 Termination of Subject Interests. In the event any of the Subject Interests (or portions thereof, as applicable) should be released, surrendered, or abandoned by Grantor, then, subject to Section 2.4 and Section 2.5, the ORR Interest shall no longer apply to such Subject Interests (or portions thereof, as applicable), but the ORR Interest shall remain in full force and effect and undiminished as to all remaining Subject Interests (and the remaining portions thereof, as applicable).

Section 5.12 Severability. In case any provision in or obligation of the Conveyance or this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, (i) the validity, legality, and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby, (ii) Grantor and Grantee shall amend the Conveyance and this Agreement to the minimum extent necessary to restore the validity, legality, and enforceability of such provision or obligation, and (iii) in the absence of such amendment, the invalid, illegal, or unenforceable provision or obligation shall be reformed to the minimum extent necessary to restore the validity, legality, and enforceability thereof.

Section 5.13 Successors and Assigns. This Agreement and the Conveyance binds and inures to the benefit of Grantor and Grantee and their respective heirs, successors and assigns, and all the covenants hereof shall run with the working interests as to the Subject Wells and the Leases, and the lands covered thereby or subject thereto, with respect to the ORR Interest conveyed hereby, and in the event of any Transfer of any of Grantor’s interests derived from the Leases or the Subject Wells (including any judicial or non-judicial foreclosure sale by a receiver or trustee in bankruptcy and the granting of any lien by any court), such Transferred interests will be subject to all obligations of Grantor with respect to this Agreement and the Conveyance; provided, however, it being the intent of the Parties that any heirs, successors and/or assigns of Grantor’s interest in the Subject Hydrocarbons shall be responsible for the obligations hereunder only with respect to the Subject Hydrocarbons or such portion thereof so Transferred; provided, further, that except for those obligations arising under Section 1.1(a) and Section 1.1(b) of this Agreement and insofar and only insofar as they relate to the proportionate interest in and to the Subject Interests Transferred from LH Operating, LLC, as Assignor, to Virtus Energy Assets, LLC, as Assignee, as provided under Article 1 of the Farmout Agreement and the corresponding Assignment and Bill of Sale contemplated therein, this Agreement and its covenants and/or conditions shall not bind or effect Virtus Energy Assets, LLC. All Appendices, Exhibits and Schedules attached hereto are hereby made part hereof and incorporated herein by this reference. The Conveyance are intended to be recorded and filed of record. To facilitate recordation, there may omitted from the Exhibits to the Conveyance in certain counterparts descriptions of property located in recording jurisdictions other than the jurisdiction (tax district, county, parish, state or federal agency) in which the particular counterpart is to be filed or recorded.

Section 5.14 Counterparts. This Agreement may be executed in several counterparts and all of such counterparts together shall constitute on and in the same instrument.

Section 5.15 Headings. Section headings in the Conveyance and this Agreement are included for convenience of reference only and shall not constitute a part of the Conveyance or this Agreement, as applicable, for any other purpose or be given any substantive effect.

Section 5.16 Conflicts. In the event of a conflict between this Agreement and the Conveyance, the terms and provisions of this Agreement shall control to the extent and only to the extent of the conflict. The terms, provisions, and obligations set forth in this Agreement shall survive the execution of the Conveyance and shall not merge with or into the Conveyance.

Section 5.17 Entire Agreement. THE CONVEYANCE AND THIS AGREEMENT REPRESENT THE FINAL AGREEMENT AMONG GRANTOR AND GRANTEE AND SUPERSEDE IN THEIR ENTIRETY ANY PRIOR WRITTEN OR ORAL AGREEMENT BETWEEN GRANTOR AND GRANTEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF GRANTOR AND GRANTEE. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG GRANTOR AND GRANTEE.

Section 5.18 Incorporation of Exhibits and Recitals. The Exhibits attached to the Conveyance and this Agreement and the recitals set forth in each are incorporated into and shall form a part of the Conveyance or this Agreement, as applicable, for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement is dated as of the Effective Time.

Virtus Energy Partners, LLC joins in the execution hereof for the sole purpose of recognizing and acknowledging that the Farmout Agreement and right, title and interests to be conveyed thereunder shall be subject to the ORRI Interest of [***] under this Agreement and Conveyance and Virtus Energy Partners, LLC shall assume its proportionate responsibility thereof.

[Signature Page to Agreement Regarding Overriding Royalty Interest]

EXHIBIT A

Definitions:

As used herein, the following terms shall have the meaning given to them below:

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

“Agreement” shall have the meaning given to it in the first paragraph of this Agreement.

“Control” and its syntactical variants shall mean the ability (directly or indirectly through one or more intermediaries) to direct or cause the direction of the management or affairs of a Person, whether through the ownership of voting interests, by contract, or otherwise.

“Conveyance” shall have the meaning given to it in the second paragraph of this Agreement.

“Due Date” has the meaning given to it in Section 1.1(a).

“Effective Time” shall have the meaning given to it in the first paragraph of this Agreement.

“Farmout Agreement” shall have the meaning given to it in the Conveyance.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Requirement” means, at any time, any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement (whether or not having the force of law), whether now or hereinafter in effect, including, without limitation, environmental laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

“Grantee” shall have the meaning given to it in the first paragraph of this Agreement, and such entity’s successors and assigns; and, unless the context in which it is used shall otherwise require, such term shall include any successor owner at the time in question of any or all of such the ORR Interest.

“Grantor” shall have the meaning given to it in the first paragraph of this Agreement, and such entity’s successors and assigns; and, unless the context in which it is used shall otherwise require, such term shall include any successor owner at the time in question of any or all of the Subject Interests.

“Hydrocarbons” shall mean oil, condensate, natural gas and other gaseous hydrocarbons or minerals (including helium), and any other liquid hydrocarbons recovered by field equipment or facilities or that are removed from a gas stream by the liquids-extraction process of any field facility or gas processing plant and delivered by the facility or plant as natural gas liquids, including ethane, propane, butane, and natural gasoline, and mixtures thereof.

Agreement Regarding Overriding Royalty Interest

Exhibit A - Page 1

“Indemnitees” shall have the meaning given to it in Section 4.2.

“Lease” shall have the meaning given to it in the Conveyance.

“LH Operating” shall have the meaning given to such term in the Recitals.

“Notice of Abandonment” shall have the meaning given to it in Section 2.5.

“Notice of Non-Renewal” shall have the meaning given to it in Section 2.4.

“ORR Interest” shall have the meaning given to it in the Conveyance.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts, or other organizations, whether or not legal entities, and Governmental Authorities.

“Point of Sale” shall have the meaning given such term in Section 1.1(b).

“Post-Production Costs” shall have the meaning given such term in Section 1.1(b).

“Purchaser” shall have the meaning given such term in Section 1.1(b).

“Reasonably Prudent Operator Standard” means the standard of conduct of a reasonably prudent oil and gas operator under the same or similar circumstances, acting with respect to its own property and without giving effect to the existence of the ORR Interest.

“Recompleted” shall have the meaning given to it in the Conveyance.

“San Andres Formation” shall have the meaning given to it in the Conveyance.

“Secondary Arrangement” shall have the meaning given to it in Section 2.4.

“Specified Percentage” shall have the meaning given to it in the Conveyance.

“Subject Hydrocarbons” shall have the meaning given to it in the Conveyance.

“Subject Interests” shall have the meaning given to it in the Conveyance.

“Subject Well” shall have the meaning given to it in the Conveyance.

“Third Party” shall mean any Person other than Grantor, Grantee, or any Affiliate of Grantor or Grantee.

“Transfer” and its syntactical variants shall mean any assignment, sale, transfer, conveyance, or disposition of any property.

“Treasury Regulations” shall mean the United States federal income tax regulations promulgated under the Internal Revenue Code of 1986, as amended.

Agreement Regarding Overriding Royalty Interest

Exhibit A - Page 2

ANNEX A

Illustrative Calculation Example:

By way of illustration only, if the Qualified Project Expenditures in the 2026 Annual Commitment Period equals $2,500,000 and no Banked Commitment Credit is available, the Specified Percentage as to all Subject Interests and Subject Wells shall increase by (1.0 – (2,500,000 ÷ 3,000,000)) × 0.02 = 0.0033 (i.e., 0.33%), thereby increasing the Specified Percentage by thirty-three hundredths percent (0.33%).

Agreement Regarding Overriding Royalty Interest

Annex A - Page 1

Exhibit 10.3

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT

MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED

JOINT DEVELOPMENT, LEASEHOLD PURCHASE, AND AREA OF MUTUAL INTEREST AGREEMENT

This Joint Development, Leasehold Purchase, and Area of Mutual Interest Agreement (“Agreement”), dated effective as of September 9, 2025 (“Effective Date”) is between Virtus Energy Assets, LLC, a Delaware limited liability company (“Virtus”) and LH Operating, LLC, a Texas limited liability company (“LH Operating”). Virtus and LH Operating may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS:

For and in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the Parties mutually agree as follows:

ARTICLE 1 PURCHASE AND SALE OF EXISTING LEASES

Section 1.1 Assignment of LH Operating Leases. LH Operating agrees to sell to Virtus, and Virtus agrees to purchase from LH Operating, an undivided 65% of LH Operating’s right, title, and interest in and to all oil and gas leases covering the Grayburg-Jackson Property, that are owned by LH Operating as of the Effective Date, insofar as the same cover the Grayburg-Jackson Property (collectively, the “LH Operating Leases”), whether or not accurately described on Exhibit B-1, subject to the exclusions in Section 1.1(b). Simultaneously with the execution of this Agreement, the Parties shall execute an Assignment and Bill of Sale in the form attached as Exhibit B-4 (the “Existing Lease ABOS”) to effect such conveyance.

Section 1.2 Consideration. Within three Business Days of the execution of this Agreement and as partial consideration for the Existing Lease ABOS, Virtus shall pay LH Operating $5,000,000 in immediately available funds (the “Purchase Price”), being $709.38 multiplied by the Net Revenue Acres that Virtus is to receive immediately upon closing, by wire transfer to the account provided below:

Each Party agrees to bear all of the costs and expenses incurred by such Party associated with such Party’s acquisition and divestiture of the Existing LH Operating Leases.

Section 1.3 Review of Title to the LH Operating Leases. Beginning on the Effective Date of this Agreement and for a period of 90 days thereafter, Virtus, at its sole cost and expense, shall have the right to conduct a title examination of the interest Virtus received under the Existing Lease ABOS. If, after completion of its title examination, Virtus identifies title defects that result in Virtus not having Good and Defensible Title to the represented Net Revenue Acres shown on Exhibit B-2, then Virtus shall provide notice to LH Operating identifying such defects in reasonable detail (the “Defect Notice”), whereupon LH Operating shall have 60 days to cure such title defects to the reasonable satisfaction of Virtus. If LH Operating fails to cure any such title defects within 60 days after receipt of the Defect Notice then such defective interests shall be removed from this transaction and LH Operating shall, within 15 days thereafter, reimburse Virtus the proportionate portion of the Purchase Price attributable to the Net Revenue Acres described in the Defect Notice with a defect that remains uncured.

Section 1.4 LH Operating Leases Representations and Warranties. LH Operating represents and warrants to Virtus the following matters:

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of LH Operating. LH Operating hereby represents and warrants to Virtus the following matters:

Section 2.2 Representations and Warranties of Virtus. Virtus hereby represents and warrants to LH Operating the following matters:

Section 2.3 Disclaimer of Representations and Warranties. Except for the representations and warranties of the Parties in Section 1.4, Section 2.1, Section 2.2, and the special warranty of title to be included in any transfers to be executed pursuant hereto, this Agreement is made by each of the Parties without any express, implied, or statutory warranty or representation whatsoever.

ARTICLE 3 AREA OF MUTUAL INTEREST AND SUBSEQUENT ACQUISITIONS

Section 3.1 AMI Term. The Area of Mutual Interest (AMI) shall be the Designated Sections. The AMI terms under this Article 3 shall commence on the Effective Date and continue in force for a term of five years, unless earlier terminated by mutual written agreement of the Parties.

Section 3.2 Subsequent Acquisitions; Option Right.

By way of illustration only and not as a limitation, if an Acquiring Party obtains an interest in both the San Andres Formation and those depths below the base of the San Andres Formation, then the Non-Acquiring Party must exercise its rights as to both the San Andres Formation and those depths below the base of the San Andres Formation.

By way of illustration only and not as a limitation, if an Acquiring Party obtains an interest covering lands both within and outside of the Designated Sections, then the Non-Acquiring Party’s option right shall be limited exclusively to that portion of the interest located within the Designated Sections, and the applicable price to be paid or borne proportionately at the Subsequent AMI Participation Percentage by the Non-Acquiring Party for such portion shall be the Allocated AMI Value agreed to by the Parties (rather than the Leasehold Purchase Price).

Section 3.3 Closing of Subsequent Acquisitions.

Section 3.4 Title Review and Defects of Subsequent Property.

Section 3.5 Cure of Defects on Subsequent Properties.

ARTICLE 4 DRILLING PROGRAM

Section 4.1 Evaluation Studies.

Section 4.2 Initial Drilling Program.

Section 4.3 Drilling Commitment Wells.

Section 4.4 Failure to Fulfill Drilling Commitment.

Section 4.5 Additional Provisions.

Section 4.6 Retained Wellbores.

ARTICLE 5 ASSIGNMENT RESTRICTIONS; TERM

Section 5.1 Assignments of Interest. Neither Party shall Assign all or any portion of its interest in the Grayburg-Jackson Property (the “Joint Interests”) to a third-party without first complying with this Article 5. Any Assignment or purported Assignment in violation of this Article 5 shall be null and void.

Section 5.2 Mutual Right of First Offer.

Section 5.3 Termination.

ARTICLE 6 COVENANTS

Section 6.1 Outside Business Interests. Except as otherwise provided in this Agreement, nothing precludes either Party or any of its Affiliates from (a) engaging in any business, (b) drilling and completing any well, or (c) acquiring or obtaining any property of any nature or kind, whether or not in competition with the operations and activities contemplated by this Agreement. Except as otherwise provided herein, any such activities and operations may be engaged in by either Party or any of its Affiliates without consulting the other Party or inviting or allowing the other Party to participate therein. The doctrine of corporate opportunity, or any analogous or similar doctrine, shall not apply with respect to any such activity or operation, and neither Party shall have any duty or obligation, except as expressly set forth in this Agreement or the JOA, to the other Party and its Affiliates with respect to the matters provided in this Agreement or the JOA.

Section 6.2 Tax Treatment. The Parties desire to jointly explore and develop the Grayburg-Jackson Property, but do not intend to treat their relationship hereunder as a partnership for United States federal and applicable state income tax purposes. The Parties each agree not to report such undertaking as a tax partnership and, if necessary, the Parties agree they will elect out of the provisions of Subchapter K, Chapter 1, Subtitle A, of the Code, or similar provisions of applicable state laws. The Parties further agree that neither will elect to change the tax status applicable to the transactions contemplated by this Agreement to a tax partnership or take any action that could cause the joint undertaking described herein to be treated as a partnership for tax purposes.

Section 6.3 Force Majeure. Each Party’s obligations under this Agreement, whether express or implied, shall be subject to all applicable laws, rules, regulations, and orders of any governmental authority having jurisdiction, including restrictions on the drilling, completion, and production of wells, and regulation of the price or transportation of oil, gas, and other substances covered hereby. When drilling, completion, reworking, production, or other operations are prevented or delayed by such laws, rules, regulations, or orders, or by inability to obtain necessary permits, equipment, services, material, water, electricity, fuel, access, or easements, or by fire, flood, adverse weather conditions, war, sabotage, rebellion, insurrection, riot, strike, or labor disputes, or by inability to obtain a satisfactory market for production or failure of purchasers or carriers to take or transport such production, or by any other cause not reasonably within a Party’s control, this Agreement shall not terminate because of such prevention or delay, and, at the delayed Party’s option, the period of such prevention or delay shall be added to any applicable deadline. Neither Party shall be liable to the other for breach of any provisions or implied covenants of this Agreement when drilling, production, or other operations are so prevented or delayed.

Section 6.4 Saltwater Disposal.

Section 6.5 UCC-3 Financing Statement Terminations. Promptly following the Effective Date, LH Operating shall make reasonable efforts to have the following financing statements on file with the Texas Secretary of State removed by obtaining a UCC-3 Termination Statement from the Secured Party and promptly providing Virtus with copies of the same when filed:

1. [***]

Section 6.6 Assumption and Indemnification.

ARTICLE 7 MISCELLANEOUS

Section 7.1 Waiver. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. No failure or delay in exercising any right or remedy under this Agreement will operate as a waiver of that right or remedy. A waiver granted on one occasion will not operate as a waiver on future occasions.

Section 7.2 Severability. If any provision of this Agreement is deemed invalid, prohibited, or unenforceable, it shall not affect the validity of the remaining provisions. If such provision can be more narrowly drawn to not be invalid, prohibited, or unenforceable, it shall be so narrowly drawn.

Section 7.3 No Third-Party Beneficiaries. Except as provided herein, this Agreement shall not confer rights or remedies upon anyone other than the Parties and their respective successors and assigns. The Parties reserve the right to amend, modify, terminate, supplement, or waive any or all provisions of this Agreement without the approval of third-party beneficiaries.

Section 7.4 Further Assurances. Each Party shall execute all documents and take further action as may be reasonably requested or required to effectuate the terms and intent of this Agreement.

Section 7.5 Amendments. To be effective, an amendment to this Agreement must be in a writing that identifies itself as an amendment and signed each Party’s authorized representatives.

Section 7.6 Assignment.

Section 7.7 Successors and Assigns. This Agreement will bind and inure to the benefit of each Party and their heirs, executors, administrators, legal representatives, permitted successors, and permitted assigns.

Section 7.8 Calculation of Deadlines. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day. “Business Day” means any day other than a Saturday, a Sunday, or a day on which banks are closed for business in Fort Worth, Texas.

Section 7.9 Entire Agreement. This Agreement (and each of the Exhibits incorporated herein) supersedes all discussions, communications, and agreements (whether oral or written) between the Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

Section 7.10 Memorandum of Agreement. Contemporaneously with the execution hereof, the Parties shall execute a memorandum of agreement in the form attached as Exhibit E to be promptly recorded by Virtus in the real property records of each county in which the Grayburg-Jackson Property is located and promptly upon the expiration of the term, the Parties shall execute a full release and termination of such memorandum and record such release and termination in the real property records of each county; provided, however, if this Agreement has expired or terminated, each Party is hereby authorized and the other Party agrees that any such Party may execute and record in the applicable real property records any such release and termination without the execution, consent or acknowledgement of the other Party and such release and termination shall be effective for all purposes.

Section 7.11 Notice.

To LH Operating:

[***]

To Virtus:

[***]

Section 7.12 Covenants Running With the Land. This Agreement and the terms, conditions and covenants hereof shall be deemed to be covenants running with the lands and equitable servitudes, and a burden upon each Party’s interest in the Grayburg-Jackson Property and the Designated Sections covered hereby. Such obligations shall burden each Party’s interest, and the interest of any permitted successor or assign of such Party, in and to the Grayburg-Jackson Property covered hereby, for the benefit of the other Party.

Section 7.13 Conflicts Between Agreements.

Section 7.14 Specific Performance. Each Party acknowledges and agrees that a non-breaching Party may be irreparably damaged in the event any of the provisions of this Agreement or any associated agreement delivered hereunder are not performed by a breaching Party in accordance with their specific terms or otherwise are breached, and that it may be inadequate or impossible, or both, to measure in money such damages to such non-breaching Party. Accordingly, each of the Parties agrees that a non-breaching Party shall be entitled to seek specific performance of any of the breaching Party’s obligations under this Agreement or any associated Agreement delivered hereunder without posting of any bond.

Section 7.15 Relationship of the Parties. This Agreement, and the rights and liabilities under this Agreement, are several and not joint or collective, and are not intended to create, and shall not be construed to create, an association for profit, a trust, a joint venture, a mining partnership or other relationship of partnership, or entity of any kind between or among the Parties.

Section 7.16 Burden and Benefit. Each Party agrees that: (a) it has voluntarily agreed to define its rights, liabilities, and obligations arising from or related to this Agreement pursuant to this Agreement, (b) it had the opportunity to be, or was, represented by competent counsel in connection with the negotiation, drafting, and execution of this Agreement, and, if it elected to forego representation by counsel, that decision does not and shall not, in any way, affect the enforceability of this Agreement or any of its terms, (c) it has sufficient knowledge and experience in financial and business matters to evaluate the merits and the risks associated with this Agreement, (d) it is not in a significantly disparate bargaining position relative to the other Party, (e) this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations, and (f) no Party has any special or fiduciary relationship with the other that would justify any expectation beyond that of ordinary and independent contracting parties.

Section 7.17 Waiver of Reliance. As material consideration and inducement to enter into this Agreement, each Party expressly disclaims and waives reliance on: (a) any written or oral representation, warranty, statement, document, material, or other assertion (or non-assertion) that has been or will be provided by the other Party, except as explicitly stated in this Agreement; (b) any obligation of the other Party to disclose facts not required herein; and (c) any representation, warranty, statement, material, or other assertion (or non-assertion) by any officer, agent, representative, or employee of either Party beyond those explicitly stated in this Agreement.

Section 7.18 Waiver of Non-Party Liability. As material consideration and inducement to enter into this Agreement, each Party expressly waives and releases (a) any rights, claims, demands, or causes of action that may otherwise be available in law or in equity, or granted by statute, arising out of or relating to this Agreement, including its negotiation, execution, performance, enforcement, or breach, against any past, present, or future director, officer, employee, stockholder, member, manager, attorney, affiliate, or financing party of any Party hereto (collectively, “Nonparty Affiliates”); and (b) any rights, claims, demands, or causes of action that may otherwise be available in law or in equity, or granted by statute, to avoid or disregard the entity form of the other Party under any theory, including, but not limited to equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing (or reverse piercing) the corporate veil, unfairness, undercapitalization, or de-emphasis of corporate formalities. Nonparty Affiliates are express third-party beneficiaries under this Agreement.

Section 7.19 Attorneys’ Fees. In any action, suit, or proceeding arising out of or related to this Agreement (whether in statute, contract, tort, or otherwise), the prevailing Party is entitled, in addition to damages or other relief, to an award of all: (a) reasonable attorneys’ fees (which shall include, without limitation, paralegal fees, investigative fees, expert witness fees, administrative costs, disbursements, and all other charges billed by an attorney to the prevailing Party), (b) court costs; and (c) reasonable expenses.

Section 7.20 Governing Law; Forum; Venue. This Agreement, including all actions, suits, or proceedings seeking to enforce any provision of, or arising out of, or relating to this Agreement or the negotiation, execution, performance, or validity thereof (whether in statute, contract, tort, or otherwise), shall be governed by and construed in accordance with the internal laws of the State of Texas, without regard to its conflict-of-law principles or any borrowing statute. The exclusive forum for all such actions, suits, or proceedings, shall be the State of Texas. The exclusive venue for all such actions, suits, or proceedings shall be the state district courts located in Fort Worth, Tarrant County, Texas, USA (and any state appellate court therefrom). These are mandatory, not permissive, forum and venue provisions. Each Party further waives and agrees not to assert by way of motion, as a defense, or otherwise, that any such action, suit, or proceeding (a) is brought in an inconvenient forum or venue, (b) should be transferred or removed to any court other than the above-named courts, (c) should be stayed by reason of the pendency of some other proceeding in any court other than the above-named courts, or (d) may not be enforced in or by the above-named courts. A final, nonappealable judgment rendered by the courts specified above may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment. If a Party has or later acquires any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of the court(s) described in this Section.

Section 7.21 Consequential & Punitive Damages. No Party shall be liable to the other under this Agreement for indirect, special, incidental, punitive, or consequential damages, including, but not limited to, loss of profits, loss of use of assets or loss of product, loss or inability to use property and equipment or business interruption, and losses resulting from failure to meet other contractual commitments or deadlines. This Section shall not apply to either Party’s liability arising from or related to third-party indemnification obligations, if any.

Section 7.22 Waiver of Jury Trial. Each of the Parties hereby irrevocably waives all right to trial by jury in any action or counterclaim (whether based on contract, tort, or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 7.23 Defined Terms.

“Affiliate” means, with respect to any Person and presently or in the future, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Assignment” or “Assign” or similar words of import shall mean (a) any sale, assignment, transfer, conveyance, gift, exchange, distribution, contribution, or other disposition (whether voluntary or involuntary or by operation of Law), in one or more transactions, whether or not such transactions are related, of any interest in this Lease; and (b) any sale, assignment, transfer, conveyance, gift, exchange, or other disposition (whether voluntary or involuntary or by operation of Law) of equity securities of a Party in one or more transactions that, individually or in the aggregate over any consecutive 24-month period, results in a Change of Control of said Party.

“Change of Control” means: (a) a sale of all or substantially all of the assets of a Party, (b) the acquisition, directly or indirectly, of more than 50% of the voting power or beneficial ownership of a Party whether in a single transaction or in multiple transactions (related or unrelated) occurring during any consecutive 24-month period, unless the equity holders of a Party immediately prior to such transactions continue to own, directly or indirectly, more than 50% of the equity or voting power of the surviving or acquiring entity, or (c) any merger, consolidation, or reorganization in which a Party is not the surviving entity or that results in the equity holders of a Party immediately prior to such transaction holding less than 50% of the voting power of the surviving entity.

“Designated Sections” means the following Sections, all in Township 17 South, Range 31 East, Eddy County, New Mexico: Sections 3, 4, 5, 6, 7, 8, 9, 10, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 26, 27, 28, 29 and 30, as to all depths.

“Good and Defensible Title” shall mean, as of the Effective Date and as to each of the Grayburg-Jackson Properties, ownership of leasehold, fee or royalty interests, or other forms of property interests by virtue of which LH Operating can successfully defend against a claim to the contrary made by a third party, such that LH Operating (and upon closing, Virtus) is (i) entitled to receive not less than the net revenue interest in production of oil, gas, and other minerals from the LH Operating Leases described in Exhibit B-2 throughout the life of such Lease, (ii) not obligated to pay costs and expenses associated with LH Operating Leases any amount greater than the working interest shown for such Lease in said Exhibit B-2, (iii) such conveyed interest is not adversely affected or interfered in any material respect with the ownership of the Grayburg-Jackson Properties, and/or (iv) such conveyed interest is free and clear of any and all liens, taxes, encumbrances, mortgages, claims and production payments and any defects or irregularities that would impair use or enjoyment of, or result in a loss of interest in, such Leases.

“Governmental Body” means any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multi-national organization or body; or (e) body or authority exercising, or entitled to exercise, any administrative, arbitration, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“Material Contracts” means any of the following agreements and contracts binding upon LH Operating or an Affiliate of LH Operating and concerning, arising from, or related to the Grayburg-Jackson Properties: (a) contracts providing for the dedication of leases or any hydrocarbon production therefrom to any purchaser or provider of services, including oil gathering and transportation, gas gathering, processing, transportation or marketing services; (b) gas balancing agreements or other contracts; (c) joint operating agreements, unit operating agreements, unit, pooling or communitization agreements, orders or declarations, exploration agreements, participation agreements, joint venture agreements, area of mutual interest agreements or other similar agreements; (d) any contract between Affiliates of Company; (e) contracts to sell, lease, farmin, farmout, exchange, or otherwise dispose of all or any part of the Grayburg-Jackson Properties; (f) agreements with a primary purpose of providing an indemnity, guaranty or other similar assurance; and (g) contracts that can reasonably be expected to result in aggregate payments to or from, LH Operating or any of its Affiliates in excess of $250,000 during the life of such agreement.

“Net Acres” means, as calculated separately with respect to each Lease and insofar and only insofar as such Lease covers the Grayburg-Jackson Properties, (a) the number of gross acres of land covered by such Lease, multiplied by (b) the lessor’s undivided interest in the oil, gas, and other hydrocarbons in the lands covered by such Lease, multiplied by (c) LH Operating’s undivided interest in such Lease.

“Net Revenue Acre” or “NRA” means, as calculated separately with respect to each Lease and insofar and only insofar as such Lease covers the Grayburg-Jackson Properties, (a) the amount that is equal to the Net Revenue Interest for such Lease multiplied by (b) the Net Acres for such Lease.

“Net Revenue Interest” or “NRI” shall mean, as calculated separately with respect to each Lease and insofar and only insofar as such Lease covers the Grayburg-Jackson Properties, the interest (expressed as a percentage or a decimal) in and to all production of oil, gas, or other minerals produced, saved and sold from such Lease after giving effect to all royalties, carried interests, reversionary interests and other burdens on, measured by or payable out of production therefrom.

“Participation Percentage” shall mean the following proportions between the Parties and insofar and only insofar as to operations within the San Andres Formation:

“Person” means any individual, firm, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body.

“San Andres Formation” means the stratigraphic equivalent of 3,314’ feet to 4,811’ feet measured depth as seen in the spectral gamma ray log, run on June 27, 2010, by Halliburton in the NFE Federal No. 10 well, API 30-01537360 located in Section 8, Township 17S Range 31E, N.M.P.M, Eddy County, New Mexico.

“Subsequent AMI Participation Percentage” shall mean the following proportions for all depths, which, for the avoidance of doubt, shall include: (a) the San Andres Formation, (b) those depths above the top of the San Andres Formation, and (c) those depths below the base of the San Andres Formation:

“Working Interest” or “WI” shall mean, as calculated separately with respect to each Lease and insofar and only insofar as such Lease covers the San Andres Formation, the interest in and to the Lease, insofar as such interest in such Lease is burdened with the obligation to bear and pay costs and expenses of maintenance, development, and operations.

* * * * *

This Agreement is executed on the dates of acknowledgment below, but effective for all purposes as of the Effective Date.

This instrument was acknowledged before me on September 8, 2025, by Lance L. Taylor, as Chief Executive Officer, of VIRTUS ENERGY ASSETS, LLC, on behalf of said limited liability company.

[SIGNATURE PAGES CONTINUE]

Signature Page to
Joint Development, Leasehold Purchase, and

Area of Mutual Interest Agreement

This Agreement is executed on the dates of acknowledgment below, but effective for all purposes as of the Effective Date.

This instrument was acknowledged before me on September 9, 2025, by Mitchell B. Trotter, as President and CFO, of LH OPERATING, LLC, a Texas limited liability company on behalf of said limited liability company.

[SIGNATURE PAGES END]

Signature Page to
Joint Development, Leasehold Purchase, and

Area of Mutual Interest Agreement

Exhibit 99.1

EON Resources Inc. Announces

$45.5 million of Funding Closed with the Simultaneous

Settlement of Seller Obligations and Retirement of Senior Debt

HOUSTON, TX / September 10, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with 20,000 leasehold acres in the Permian Basin. The fields have a total of 750 producing and injection wells producing over 1,000 barrels of oil per day. Today, the Company announced the successful closing of total funding of $45.5 million yesterday, September 9, 2025, through a combination of volumetric funding instrument (“VMA”) and a farmout of the Company’s San Andres rights across its leasehold to a subsidiary of Virtus Energy Partners, LLC (“Virtus”).

$40.5 million of the funding was provided by a private family office that invests directly in upstream energy industry projects.

The $45.5 million funding components and sources:

Use of the proceeds:

“This funding is a total transformation and a major clean-up of our balance sheet by eliminating the senior and Seller debt and putting to rest the complex capital structure from the closing of our original acquisition,” said Mitchell B. Trotter, CFO of EON. “The removal of these complexities and reduction of the monthly payments allows us to focus on our original goal, the enhancement and exploitation of our asset base to grow the Company.”

“This was a total team effort that almost nobody believed we could do,” said Dante Caravaggio, President and CEO of EON. “We put together the pieces of the puzzle by raising the money with the sale of overriding royalty interests and farming out our San Andres rights to a proven operator with extensive horizontal San Andres development experience. We are grateful to our investors, as well as to our industry and financial consultants, Virtus, Enstream Capital, EA Energy, Roth Capital Partners, Jack Holmes and Jarrett Hasson; all of whom had a hand in achieving this immense success for our shareholders. These transactions netted approximately $40 million in shareholder value.”

“The unsung heroes are the behind the scene lawyers and accountants,” continued Mr. Caravaggio. “The legal teams sorted out hundreds of pages across dozens of documents. The legal team for Virtus and their sponsor as well as for the family office were excellent to work with. I want to give a special thanks to the EON legal team of David, Matt and Alex.”

About EON Resources Inc.

EON is an independent upstream energy company focused on maximizing total returns to its shareholders through the development of onshore oil and natural gas properties in a diversified portfolio of long-life producing oil and natural gas properties and other energy holdings. EON’s approach is to build an energy company through acquisition and through selective development of its properties. Class A Common Stock of EON trades on the NYSE American Stock Exchange under the symbol of “EONR” and the Company’s public warrants trade under the symbol of “EONR WS”. For more information on the Company, please visit the EON website.

About the Grayburg-Jackson Field Property

Our Grayburg-Jackson Field (“GJF”) is primarily a waterflood property located on the Northwest Shelf of the Permian Basin in Eddy County, New Mexico. The GJF comprises of 13,700 contiguous leasehold acres with 342 producing wells, 207 injection wells and 1 water source well for a total of 550 wells. Leasehold rights include the Seven Rivers, Queen, Grayburg and San Andres intervals that range from as shallow as 1,500 feet to 4,000 feet in depth.  The December 2024 reserve report from our third-party engineer, Haas and Cobb Petroleum Consultants, LLC, estimates proven reserves of approximately 14.0 million barrels of oil and 2.8 billion cubic feet of natural gas. The mapped original-oil-in-place (“OOIP”) is approximately 956 million barrels of oil. Primary production is currently from the Seven Rivers formation. In addition to proven reserves, the Company believes it may access an additional 34 million barrels of oil by adding perforations in the Grayburg and San Andres formations, plus another 40 million barrels from a horizontal drilling program in the San Andres. More information on the property can be located on the Grayburg-Jackson Field page of our website.

About the South Justis Field Property

The South Justis Field (“SJF”) is a carbonate reservoir similar to the rest of the Permian, and is located in Lea County, New Mexico approximately 100 miles from the GJF. The SJF is comprised of 5,360 contiguous acres containing 208 total producing and injection wells with well spacing of 50 acres. The producing formations include the Glorietta, Blinebry, Tubb, Drinkard and Fusselman intervals that range from 5,000 feet to 7,000 feet in depth.  The original-oil-in-place (“OOIP”) is approximately 207 million barrels of oil.  More information on the property can be located on the South Justis Field page of our website.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as “expects,” “believes,” “anticipates,” “intends,” “estimates,” “seeks,” “may,” “might,” “plan,” “possible,” “should” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company’s management’s current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business - that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time on EDGAR (see www.edgar-online.com) and with the Securities and Exchange Commission (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Investor Relations

Michael J. Porter, President

PORTER, LEVAY & ROSE, INC.

mike@plrinvest.com

Exhibit 99.2

EON Resources Inc. Announces

Farmout of San Andres Rights to Virtus Energy Partners, LLC

$300+ million San Andres Horizontal Drilling Program

Up to 90 Wells with a Reserve Value Estimated at $95+ million in Net PV-10

HOUSTON, TX / September 11, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with 20,000 leasehold acres in the Permian Basin. The fields have a total of 750 producing and injection wells producing over 1,000 barrels of oil per day. Today, the Company announced the entering into a Farmout Agreement (the “Farmout”) with a subsidiary of Virtus Energy Partners, LLC (“Virtus”) on September 9, 2025.

Under the Farmout, Virtus acquired the right to develop the Company’s San Andres formation within the Grayburg Jackson Field (“GJF”) where it believes as many as 90 horizontal drilling locations are prospective. Virtus will be the designated operator and lead the development efforts.

The Frisco, Texas based Virtus team has a recent and relevant history as the preeminent horizontal San Andres developer in the Permian Basin. Organically and through acquisitions, Virtus created immense value in the state line area of Texas and New Mexico; growing from zero to more than thirty thousand gross operated barrels of oil equivalent per day from more than two hundred horizontal San Andres wells. Virtus’ management team gained their expertise developing conventional and unconventional reservoirs with modern technology in most of the notable United States basins before settling on their strategy of redeveloping conventional oilfields in the Permian Basin of Texas and New Mexico.

The closing of the drilling program farmout was simultaneous with the closing of the funding for the settlement of seller obligations and the retirement of senior debt. For additional information regarding the funding, the related press release is available on the EON press releases page of our website.

Highlights of the program and farmout agreement:

“As we scouted the Permian Basin for our next project, Virtus was pleased to find the Grayburg Jackson Field,” said Lance Taylor, Chief Executive Officer of Virtus. “The subsurface characteristics are very similar to, and in many ways, better than, our incredibly successful horizontal San Andres efforts along the Texas and New Mexico state line. We have great expectations for this new venture and are thrilled to be partnering with EON’s team and our new sponsor.”

“We are very pleased to team with Virtus whose team has a proven track record. We have always been confident in the potential of the application of horizontal drilling technology to San Andres formation across our leasehold, but wanted to partner with a proven technical team. It will be a pleasure to work with the Virtus staff, who are very experienced and professional,” said Dante Caravaggio, President and CEO of EON. “An additional benefit to EON and our shareholders is the net proceeds from the first 3 wells are expected to cover about half of the drilling capital needs for the next wave of horizontal drilling. We expect that once 10 horizontal wells are drilled and producing that the future drilling capex becomes self-sustaining.”

About EON Resources Inc.

EON is an independent upstream energy company focused on maximizing total returns to its shareholders through the development of onshore oil and natural gas properties in a diversified portfolio of long-life producing oil and natural gas properties and other energy holdings. EON’s approach is to build an energy company through acquisition and through selective development of its properties. Class A Common Stock of EON trades on the NYSE American Stock Exchange under the symbol of “EONR” and the Company’s public warrants trade under the symbol of “EONR WS”. For more information on the Company, please visit the EON website.

About the Grayburg-Jackson Field Property

Our Grayburg-Jackson Field (“GJF”) is primarily a waterflood property located on the Northwest Shelf of the Permian Basin in Eddy County, New Mexico. The GJF comprises of 13,700 contiguous leasehold acres with 342 producing wells, 207 injection wells and 1 water source well for a total of 550 wells. Leasehold rights include the Seven Rivers, Queen, Grayburg and San Andres intervals that range from as shallow as 1,500 feet to 4,000 feet in depth. The December 2024 reserve report from our third-party engineer, Haas and Cobb Petroleum Consultants, LLC, estimates proven reserves of approximately 14.0 million barrels of oil and 2.8 billion cubic feet of natural gas. The mapped original-oil-in-place (“OOIP”) is approximately 956 million barrels of oil. Primary production is currently from the Seven Rivers formation. In addition to proven reserves, the Company believes it may access an additional 34 million barrels of oil by adding perforations in the Grayburg and San Andres formations, plus another 40 million barrels from a horizontal drilling program in the San Andres. More information on the property can be located on the Grayburg-Jackson Field page of our website.

About the South Justis Field Property

The South Justis Field (“SJF”) is a carbonate reservoir similar to the rest of the Permian, and is located in Lea County, New Mexico approximately 100 miles from the GJF. The SJF is comprised of 5,360 contiguous acres containing 208 total producing and injection wells with well spacing of 50 acres. The producing formations include the Glorietta, Blinebry, Tubb, Drinkard and Fusselman intervals that range from 5,000 feet to 7,000 feet in depth. The original-oil-in-place (“OOIP”) is approximately 207 million barrels of oil. More information on the property can be located on the South Justis Field page of our website.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as “expects,” “believes,” “anticipates,” “intends,” “estimates,” “seeks,” “may,” “might,” “plan,” “possible,” “should” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company’s management’s current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business - that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time on EDGAR (see www.edgar-online.com) and with the Securities and Exchange Commission (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Investor Relations

Michael J. Porter, President

PORTER, LEVAY & ROSE, INC.

mike@plrinvest.com