Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by During the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIInterim Period, the Company shall, and shall cause each of its the Company Subsidiaries to, use its and their reasonable best efforts to, and shall cause its and their Representatives to, provideuse reasonable best efforts to provide such cooperation as is reasonably requested by Parent in connection with the Company Debt Agreements (including assumptions, after a request guarantees, amendments and restatements, supplements, modifications, refinancings, waivers, reaffirmations, replacements, repayments, terminations or prepayments of the Company Debt Agreements, an amendment or the amendment and restatement of the Company Credit Facility by the Term Lenders (as defined in the Company Credit Facility), the Administrative Agent (as defined in the Company Credit Facility) and any other applicable parties, to permit the Mergers and the other transactions contemplated hereby and make any other changes to the Company Credit Facility then in effect that Parent reasonably determines necessary or advisable in connection with the completion of the Mergers and the other transactions contemplated hereby, including an amendment to permit the transfer of the rights and obligations of the Borrower (as defined in the Company Credit Facility) under the Company Credit Facility in connection with the Mergers (such amendment or amendment and restatement, the “Company Credit Facility Amendment”)) as Parent may reasonably determine necessary or advisable in connection with the completion of the Mergers or the other transactions contemplated hereby, including timely taking all corporate action reasonably necessary to authorize the execution and delivery of any documents to be entered into prior to or in connection with Closing in respect of the Company Debt Agreements and delivering all officer’s certificates, solvency certificates, legal opinions and any other agreements, documents, instruments or certificates required to be delivered or reasonably necessary or desirable in connection thereof; provided, however, that Parent shall use reasonable best efforts to provide the Company with notice of any such needed information or action as soon as reasonably practicable; provided, further, that any arrangements, guarantees, amendments, amendment and restatements, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions or documents entered into pursuant to this Section 7.19(a) shall only be effective at or immediately prior to the Company Merger Effective Time (other than any (i) notices required to be given in advance of such time in order for any such financing arrangements or documents to be effective at or immediately prior to the Company Merger Effective Time, including, for the avoidance of doubt, any notice of prepayment and/or commitment reduction, as applicable, with respect to the Revolving Commitments (as defined in the Company Credit Facility, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time) and/or the Company Private Placement Notes or (ii) any amendment to the Company Private Placement Notes relating to notice of prepayment of the debt issued thereunder). (b) During the Interim Period, Parent or one or more of its Subsidiaries may (i) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under the Company Notes Indentures and the Company Private Placement Notes for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Company Notes Indentures and the Company Private Placement Notes for securities issued by the Partnership or any of its Affiliates (the “Offers to Exchange”); and (ii) solicit the consent of the holders of debt issued under the Company Notes Indentures and the Company Private Placement Notes regarding certain proposed amendments thereto or certain transactions described therein (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Note Offers and Consent Solicitations”); provided, however, that any such notice or offer shall expressly reflect that, and it shall be the case that, the closing of any such transaction shall not be consummated until the Closing and such transaction shall be funded using consideration provided by Parent or any of its Subsidiaries (or by the Company or any of the Company Subsidiaries if the payment thereof is to be made after the Closing). Any Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by Parent and which are permitted by the terms of the applicable Company Notes Indenture and the Company Private Placement Notes and applicable Laws, including SEC rules and regulations. Parent shall consult with the Company regarding the material terms and conditions of any Note Offers and Consent Solicitations, including the timing and commencement of any Note Offers and Consent Solicitations and any tender deadlines. Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by Parent in the applicable Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Note Offers and Consent Solicitations to allow the Company and its counsel to review and comment on such Debt Offer Documents, and Parent shall give reasonable and good faith consideration to any comments made or input provided by the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, the Company shall execute a supplemental indenture to each of the Company Notes Indentures or amendment to each of the Company Private Placement Notes, as applicable, in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer Documents in a form as reasonably requested by Parent; provided, however, that the amendments effected by such supplemental indentures and amendments shall not become operative until the Closing. During the Interim Period, at Parent’s sole expense, the Company shall and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause its and their Representatives to do soto, on a timely basis, such customary assistance and provide all cooperation as is reasonably requested by Parent to assist Parent in connection with any Note Offers and Consent Solicitations (including (i) using reasonable best efforts to cause the arrangementCompany’s independent accountants to provide customary consents for use of their reports, syndication and consummation to provide customary “comfort letters”, in each case to the extent required in connection with any Note Offers and Consent Solicitations and (ii) providing assistance with a customary “due diligence” investigation in connection with any Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Note Offers and Consent Solicitations will be selected and retained by Parent. If, at any time prior to the completion of bank Note Offers and Consent Solicitations, the Company or capital markets any of its Subsidiaries, on the one hand, or institutional debt financing transactions anticipated Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be consummated stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by Parent describing such information shall be disseminated to the applicable holders of the notes outstanding under the Company Notes Indentures and the Company Private Placement Notes. (c) Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses paid to Third Parties (including advisor’s fees and expenses) incurred by the Company or any Company Subsidiary in connection with the transactions contemplated cooperation provided or other action taken by Company or any Company Subsidiary pursuant to this Agreement (Section 7.19 and indemnify and hold harmless the “Financing”)Company, including (i) providing the Company Reserve ReportsSubsidiaries and their respective officers, lease operating statements directors and production reports with respect to the Company Oil other Representatives from and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31against any and all liabilities, 2018 losses, damages, claims, costs, expenses, interest, awards, judgments and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; penalties (iicollectively, “Losses”) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested suffered or incurred by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent them in connection with any activities relating such financing transaction or Note Offers and Consent Solicitations, any information utilized in connection therewith or any action taken by the Company or any Company Subsidiary pursuant to this Section 7.19, in each case, whether or not the Mergers are consummated or this Agreement is terminated; provided, however, that the foregoing indemnity shall not apply with respect to any Financing. Losses resulting from the gross negligence or Willful Breach of the Company or any Company Subsidiaries under this Agreement. (d) All non-public or other confidential information exchanged provided by the Company or any of its Representatives pursuant to this Section 5.18 Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent shall be permitted to disclose such information to any Third Party financing sources or prospective Third Party financing sources and other financial institutions and investors (including the parties to, lenders with respect to and/or holders of notes under the Parent Credit Facility, the Company Credit Facility, the Company Notes Indentures or the Company Private Placement Notes, as applicable) and to their respective counsel and auditors subject to customary confidentiality arrangements for use by any of them of such information in connection with providing the Confidentiality Agreementfinancing contemplated by this Section 7.19 in connection with the Mergers. (ce) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.187.19, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action requested cooperation pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to 7.19 shall not unreasonably interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; or any Company Subsidiary, (ii) none of neither the Company or its Subsidiaries or nor any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives Subsidiary shall be required to pay any commitment or other similar fee or incur any other cost liability or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent obligation in connection with the Financing or any other action contemplated by this Section 5.18 financing arrangement prior to the Effective Time; Closing Date, (viii) none of the Company, any Company or its Subsidiaries Subsidiary or any of their respective Representatives officers, directors, or employees shall be required to disclose pass resolutions or provide consents to approve or authorize the execution of, or execute or enter into any information agreement, certificate, instrument or other document with respect to, in connection with each case, the Financing or any other action financing arrangement contemplated by this Section 5.18, 7.19 that is not contingent upon the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party Closing or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would be effective prior to the Closing Date, other than as necessary, advisable or reasonably requested by Parent to effectuate the Company Credit Facility Amendment, and (iv) the Company shall not jeopardize such privilegebe required to provide, or cause any Company Subsidiary to provide, cooperation that (A) causes any covenant, representation or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none warranty of the Company in this Agreement to be breached (unless Parent provides a written waiver of such breach), (B) causes any closing condition set forth in Article VIII to fail to be satisfied or its Subsidiaries otherwise causes the material breach of this Agreement or an event of default (after giving effect to any of their respective Representatives shall be required applicable cure or grace periods) under any material contract to prepare or deliver any financial information in a form not customarily prepared by which the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; any Company Subsidiary is a party, (viiC) none of requires the Company or its Subsidiaries or any of their respective Representatives shall be required Company Subsidiary to deliver provide any legal opinion or negative assurance letter in connection with the Financing other opinion of counsel, or any other action contemplated by this Section 5.18; information that would, in each case, in its good faith opinion, result in a violation of applicable Laws or loss of attorney-client privilege, (viiiD) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would could reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective the organizational or governing documents, or any applicable law or Contracts; (ix) none documents of the Company or its Subsidiaries or any of their respective Representatives shall Company Subsidiary then in effect, (E) could reasonably be required expected to take any action that would cause the Company or any Company Subsidiary to fail to qualify as a REIT for federal income tax purposes or (F) requires preparation or delivery of its Subsidiaries any pro forma financial information, including pro forma costs savings, synergies, capitalization or other pro forma adjustments desired to breach be incorporated into any representation, warranty, covenant or agreement pro forma financial information that is not prepared in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of ordinary course by the Company or any of its Subsidiaries Company Subsidiary or otherwise reasonably available to incur the Company or any personal liability; and Company Subsidiary. (xif) none Prior to Closing, the Company shall use reasonable best efforts to amend, replace or otherwise modify those certain hedging agreements set forth in Section 7.19(g) of the Company or its SubsidiariesDisclosure Letter, prior if and to the Effective Timeextent necessary to permit such existing hedging agreements to survive post-Closing; provided, shall however, that such amendments, replacements and/or modifications must be an issuer or other obligor with respect in a form reasonably acceptable to the FinancingParent Parties. (dg) Parent shall indemnify, defend, and hold harmless Notwithstanding the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request foregoing provisions of Parent pursuant to this Section 5.18 7.19, the Parent Parties acknowledge and agree that the consummation of Company Credit Facility Amendment, Note Offers, the Consent Solicitations, any amendment, waiver or consent for any other Company Debt Agreement and other transactions contemplated by this Section 7.19 is not a condition precedent to the Preferred Redemption, (ii) consummation of the Mergers or any information utilized in connection therewith (of the other than information providedtransactions contemplated by this Agreement.

Financing Cooperation. (a) The From the Agreement Date to the earlier of the Closing Date and the date this Agreement is validly terminated in accordance with its terms, the Company shall use commercially reasonable efforts, and shall cause each other Acquired Company and its and their respective Representatives to use their commercially reasonable efforts, to provide Parent shall cooperate and Purchaser with each other with respect to customary actions for transactions of this type that are all cooperation reasonably requested by Parent or Purchaser to be taken assist Parent or Purchaser to consummate the Debt Financing on or prior to the Closing Date or as is otherwise customary and reasonably requested in writing by the Company Parent or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) Purchaser in connection with the Merger; Debt Financing in each case, to the extent such cooperation is necessary and customary in connection with debt financings similar to the debt financing for the transactions contemplated by this agreement (the “Debt Financing”) and at Parent’s and/or Purchaser’s sole cost and expense, including using commercially reasonable efforts to: (i) subject to the terms of the Non-Disclosure Agreement, deliver to Parent and Purchaser the Financing Information (provided that none (A) Parent and Purchaser shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the transactions contemplated herein and (B) Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records); (ii) participate in and cause the Company’s management team, its Subsidiaries or their Representatives with appropriate seniority and expertise, including senior officers, to participate in a reasonable and customary number of drafting sessions and due diligence sessions to the extent reasonably required in connection with the Debt Financing on reasonable advance written notice and at mutually agreeable times (which participation shall be required limited to execute teleconference or deliver, or agree to any change or modification of, any agreement or document that is effective virtual meeting platforms); (iii) furnish no later than four (4) Business Days prior to the Closing Date all documentation and other information that is reasonably requested by Parent or that would be effective if Purchaser no later than nine (9) days prior to the Closing does not occurDate that is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to the Acquired Companies; and (iv) reasonably assisting Parent and Purchaser in connection with the preparation of any pledge and security documents and other definitive financing documents (including schedules thereto) as may be reasonably requested by Parent, Purchaser or the Debt Financing Sources and otherwise reasonably cooperating with Parent and Purchaser in facilitating the pledging of collateral and the granting of security interests required by the Debt Commitment Letters. (b) From and after the date of Nothing in this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, Section 7.14 will require the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives Subsidiaries to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect waive or amend any terms of this Agreement or agree to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days pay any fees or reimburse any expenses prior to the Closing Date; Effective Time, (ii) providing other financial statementsenter into any agreement, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant document or instrument that would be effective prior to the terms Effective Time or that is not contingent on the occurrence of the Commitment Letters; Effective Time, (iii) providing other financial statementsgive any indemnities that are effective prior to the Effective Time, financial data and information regarding (iv) take any action that, in the good faith determination of the Company, would unreasonably interfere with the ordinary conduct of the business of the Company and its Subsidiaries or would require an action that is not within the control of the Company using commercially reasonable efforts, (v) take any action or fail to take any action in a manner that would reasonably be expected to conflict with or violate applicable Law or any Contract, (vi) requires the provision of access to or disclose information that any Acquired Company determines in good faith could jeopardize any attorney client privilege of, or conflict with any confidentiality obligations binding on any Acquired Company or any of their respective Affiliates, (vii) requires the taking of any action that could subject any director, officer, employee, agent, manager, consultant, advisor or other representative of the Acquired Companies or any of their Affiliates to any actual or potential personal liability, (viii) requires the delivery of any financial or other information that is not currently readily available or prepared in the ordinary course of business of the Acquired Companies and at the time requested by Parent or (ix) causes any condition to consummate Closing to fail to be satisfied or would reasonably be expected to conflict with, violate or result in a breach of or default under any Contract (including this Agreement) or any Organizational Document of any Acquired Company; provided, however, in no event shall anything in this Agreement require members of the Financing and board of managers, board of directors or similar governing body of any Acquired Company who will not continue in such capacities in respect of the Surviving Company as of the Closing Date to execute any consent or adopt resolutions, in each case, approving or otherwise relating to the extent customaryDebt Financing. In addition, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheldno action, conditioned liability or delayed); and (iv) providing Parent and its Representatives such information regarding obligation of the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, documentagreement, legal opinionarrangement, document or instrument that is not contingent on the occurrence of the Closing or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is must be effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approvedTime. Parent shall, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared promptly upon request by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (viii) none of reimburse the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with for all reasonable and documented out-of-pocket costs (such as reasonable and documented travel costs and attorneys’ fees) actually incurred by the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company Acquired Companies or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required in connection with its cooperation pursuant to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liabilitythis Section 7.14; and (xiii) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless the Company, Acquired Companies and its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties losses suffered or incurred by them in connection with (i) the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.18 7.14, and any information used in connection therewith; in each case, except to the extent suffered or incurred as a result of the Preferred Redemptionbad faith, gross negligence, willful misconduct, or fraud by any Acquired Company or their respective Representatives. This Section 7.14(b) is intended to be for the benefit of each of the Acquired Companies and their respective Affiliates and may be enforced by any such Person as if such Person were a party to this Agreement. (c) The Company hereby consents to the reasonable use of the Acquired Companies’ logos and other trademarks in connection with the Debt Financing in a manner usual and customary for debt financings of a type similar to the Debt Financing; provided, that such logos and trademarks are used solely in a manner that is not intended to, and is not reasonably likely to, harm or disparage the Acquired Companies or their reputation. (d) All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 7.14 will be kept confidential in accordance with the Non-Disclosure Agreement, except that Parent and Purchaser will be permitted to disclose such information to any Debt Financing Source or prospective Debt Financing Source and other financial institutions that are or may become parties to the Debt Financing (and, in each case, to their respective Representatives) so long as such Persons: (i) agree to be bound by the Confidentiality Agreement as if parties thereto, or (ii) any information utilized are otherwise subject to other customary confidentiality arrangements, including “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 7.14 represent the sole obligation of the Acquired Companies and their respective Affiliates with respect to cooperation in connection therewith with the Debt Financing. (f) None of the Acquired Companies, their respective Affiliates nor any of their respective Representatives shall have no liability whatsoever to Parent in respect of any financial information or data or other than information provided(including any financial statements or other information) provided pursuant to this Section 7.14. (g) Notwithstanding this Section 7.14 or anything else in this Agreement, Parent and Purchaser affirm that it is not a condition to the Closing or to any of its other obligations under this Agreement that Parent, Purchaser or any of their respective Affiliates obtain financing for or related to any of the transactions contemplated by this Agreement (including all or any portion of the Debt Financing).

Financing Cooperation. (a) The Company Subject to the right of Buyer to consummate a Replacement Financing, or another financing contemplated by Section 8.5(c), Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and Parent shall cooperate do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable following the date of this Agreement, including using its reasonable best efforts to (i) comply with each other and maintain in effect the Debt Commitment Letters, negotiate and enter into definitive financing agreements with respect to customary actions for transactions the Debt Financing on the terms and conditions contained in the Debt Commitment Letters (the “Financing Agreements”) (and comply with and maintain in effect the Financing Agreements after the same become effective), (ii) satisfy on a timely basis all conditions to obtaining the Debt Financing set forth in the Debt Commitment Letters and the Financing Agreements relating to the Debt Financing, and (iii) consummate the Debt Financing at or prior to the Closing. Buyer shall use its reasonable best efforts to enforce its rights under the Debt Commitment Letters in the event of this type that are reasonably requested by Parent to be taken a breach by the Company Debt Financing Sources. Buyer shall not amend, modify or agree to any waiver under the Debt Commitment Letters or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Existing Credit Agreement (or commitment letters as defined in respect of bank or institutional loans) in connection with the Merger; provided that none Debt Commitment Letters), without the prior written approval of the Company, its Subsidiaries or their Representatives shall be required to execute or deliverif such amendment, modification, or agree waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Debt Financing from that contemplated by the Debt Commitment Letters in any manner that would adversely impact the ability to pay the Merger Consideration on the Closing Date, (ii) impose new or additional conditions or otherwise expand, amend or modify any change of the conditions to the receipt of the Debt Financing in a manner materially adverse to Buyer, (iii) materially delay (taking into account the proviso in Section 2.3) or modification ofprevent the Closing, any agreement (iv) make the funding of the Debt Financing (or document that is effective prior satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (v) adversely impact (A) the ability of Buyer to consummate the transactions contemplated by this Agreement to be consummated at the Closing, (B) the likelihood of the consummation of such transactions to be consummated at the Closing or (C) the ability of Buyer to enforce its rights against the other parties to the Debt Commitment Letters or the Financing Agreements (it being understood that would the Debt Commitment Letters may be effective amended to include additional lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letters as of the date hereof if the Closing does addition of such additional parties, individually or in the aggregate, would not occurprevent, delay or impair the availability of the Debt Financing or the consummation of the transactions contemplated hereby). For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letters as permitted to be amended or modified by this Section 8.5 and references to “Debt Commitment Letters” shall include such documents as permitted to be amended or modified by this Section 8.5. (b) From and after the date of this Agreement and through the earlier If all or any portion of the Effective Time Debt Financing becomes unavailable, or if Buyer believes that the Debt Financing is reasonably likely to become unavailable, on the terms and conditions contemplated by the date on which this Agreement is terminated in accordance with Article VIIDebt Commitment Letters, Buyer shall (i) notify the Company shallCompany, and shall cause each of its Subsidiaries to, (ii) use its commercially reasonable efforts to arrange and their reasonable best efforts toobtain alternative financing from alternative sources on terms and conditions that are no less favorable, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangementaggregate, syndication to Buyer than those set forth in the Debt Commitment Letters and consummation of bank or capital markets or institutional debt financing transactions anticipated in amounts sufficient to be consummated in connection with enable Buyer to consummate the transactions contemplated by this Agreement (the “Alternative Financing”) and (iii) obtain a new financing commitment letter (the “Alternative Financing Commitment Letter”) that provides for such Alternative Financing and, within a reasonable time after execution thereof, deliver to the Company true, complete and correct copies of the new commitment letter and the fee letter related thereto (in a redacted form removing only the fees, pricing caps, economic terms and “market flex” provisions, which redacted information does not relate to the amounts, termination or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing). For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Alternative Commitment Letter (if any) and references to “Debt Commitment Letters” shall include the Alternative Financing Commitment Letter (if any), as such document is permitted to be amended or modified by this Section 8.5. (c) Notwithstanding anything in this Agreement to the contrary, (i) Buyer shall have the right to enter into one or more long-term debt financings that replace all or a portion of the Debt Financing and/or substitute the proceeds of consummated equity offerings or debt offerings or other incurrences of debt for all or any portion of the Debt Financing contemplated by the Debt Commitment Letter and (ii) Buyer may reduce commitments under the Debt Commitment Letter in connection therewith; provided, in the case of this clause (ii), that (A) to the extent any such equity or debt has a scheduled special or mandatory redemption right, such right is not exercisable prior to the earliest of the consummation of the Merger on the Closing Date, the termination of this Agreement and the Termination Date and (B) any conditions to the use of such proceeds of such offering or other debt financing to pay the Merger Consideration when due are no more restrictive, taken as a whole, than the conditions set forth in the Debt Commitment Letter (any such debt financing, a “Replacement Financing”, and collectively, the “Replacement Financings”). For purposes of this Agreement, references to “Debt Financing” shall include any Replacement Financing and references to “Debt Commitment Letters” and “Financing Agreements” shall include any related commitment letters, engagement letters and other definitive agreements with respect to each Replacement Financing. (d) Buyer shall (i) give the Company prompt written notice of any material default, breach or threatened material default or breach (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material default or breach) by any party to any of the Debt Commitment Letters or the Financing Agreements of which Buyer or its respective Representatives becomes aware or any withdrawal, termination, repudiation or rescission or threatened withdrawal, termination, repudiation or rescission thereof of which Buyer or its respective Representatives becomes aware, and (ii) otherwise keep the Company, upon its request, reasonably informed of the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Buyer shall give the Company prompt notice (A) of the receipt or delivery of any written notice or other written communication, in each case from any Person with respect to (x) any actual or potential default under or breach of any provisions of the Debt Commitment Letters or Financing Agreements by Buyer, or any withdrawal, termination, repudiation or rescission or threatened withdrawal, termination, repudiation or rescission thereof by any party to any of the Debt Commitment Letters or Financing Agreements or (y) any dispute or disagreement between or among parties to any of the Debt Commitment Letters or Financing Agreements with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Closing, and (B) if at any time for any reason Buyer believes that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources, contemplated by any of the Debt Commitment Letters. Buyer shall promptly provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A) or (B) of the immediately preceding sentence. (e) Subject to the provisions of this Section 8.5 and the Debt Financing Sources or other prospective lenders being subject to obligations of confidentiality on customary terms, prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, provide, and the Company and its Subsidiaries shall use their respective reasonable best efforts to cause their respective Representatives to, at the sole expense of Buyer, provide, to Buyer and its Affiliates all customary cooperation that may be reasonably requested by Buyer (including reasonable requests of banks, initial purchasers, underwriters or other Debt Financing Sources or their counsel) to assist Buyer and its Affiliates in the arrangement and consummation of the Debt Financing (including (i) providing the Company Reserve Reports, lease operating statements Required Information and production reports using reasonable best efforts to furnish Buyer and the Debt Financing Sources as promptly as practicable with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing such other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and pertinent information regarding the Company and its Subsidiaries and their respective businesses and assets as may be reasonably requested by Parent Buyer and its Debt Financing Sources, including, in any event, such financial information as is required pursuant to consummate the Debt Commitment Letters, (ii) using reasonable best efforts to assist with preparation and execution of any definitive guarantee and collateral documents (including schedules thereto) reasonably necessary to permit the consummation of the Debt Financing and otherwise reasonably facilitating the provision of collateral to the extent required by the terms of the Debt Financing, (iii) cooperating reasonably with the Debt Financing Sources’ due diligence, to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Debt Financing, (iv) using reasonable best efforts to participate (and causing senior management to participate) in due diligence sessions to the extent reasonably required by Buyer and its Debt Financing Sources, (v) causing the Company’s auditors to deliver customary consents and comfort letters (including “negative assurance” comfort) with respect to financing information relating to the Company and its Subsidiaries as reasonably requested by the Buyer as necessary or customary for financings similar to the Debt Financing and to attend accounting due diligence sessions and (vi) at least four (4) Business Days prior to the Closing Date, providing all documentation and other information about the Company that is reasonably requested by the Debt Financing Sources and is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, to the extent requested by Buyer in writing at least eight (8) Business Days prior to the Closing Date). (f) For the avoidance of doubt, the Company shall not be required to provide, or to cause its Subsidiaries or its or their respective Representatives to provide, cooperation under this Section 8.5 that unreasonably interferes with the ongoing business of the Company or any other action contemplated by of its Subsidiaries. Nothing in this Section 5.18, (i) none of 8.5 shall require the Company or its Subsidiaries or to (i) bear any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other out-of-pocket cost or expense for which it has not received simultaneous or prior reimbursement or, with respect pursuant to immaterial costs Section 8.5(g) or expenses, for which it is not indemnified by or on behalf of Parent pay any fee in connection with the Debt Financing, (ii) incur any liability in connection with the Debt Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; , (iii) enter into any binding agreement that would be effective prior to the Effective Time and that does not terminate without liability to the Company and its Subsidiaries upon termination of this Agreement, (iv) require cooperation to the extent that it would (x) cause any condition to the Closing set forth in Article IX to not be satisfied or cause any representation or warranty in this Agreement to be breached, (y) reasonably be expected to conflict with or violate any applicable Law or (z) cause the Company and/or its Subsidiaries to violate any obligation of confidentiality (not created in contemplation hereof) binding on the Company and/or its Subsidiaries, (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or bothA) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any natural person serving as a director, manager, partner, officer, employee, shareholder employee or Representative agent of the Company or any of its Subsidiaries to incur any personal liability; and liability or (xiB) none require the Company or any of its Subsidiaries to provide access to, or disclose, information that reasonably would be expected to result in the waiver of any attorney-client, work product or other applicable privilege or protection or (vi) require the managers or directors of the Company or and/or its Subsidiaries, acting in such capacity, to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and transactions contemplated in connection with the Debt Financing prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (dg) Parent shall Buyer shall, promptly upon written request by the Company, (i) reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company and its Subsidiaries and its and their respective Representatives in connection with their respective obligations under this Section 8.5 and (ii) indemnify, defend, defend and hold harmless the Company and its Subsidiaries and their respective Representatives to the fullest extent permitted by applicable Law from and against any and all liability suffered, sustained or incurred by, or asserted against, any of them, directly or indirectly relating to, or arising out of, this Section 8.5, the arrangement of the Debt Financing or providing any of the information utilized in connection therewith, whether in respect of direct claims, third-party claims or otherwise, other than to the extent any of the foregoing arises from (A) the willful breach of the obligations of the Company, its Subsidiaries and their respective Representatives under this Section 8.5 or any fraud, intentional misrepresentation, willful misconduct, bad faith or gross negligence of the Company, its Subsidiaries or their respective Representatives or (B) material misstatements or omissions in information provided by the “Section 5.18 Indemnified Parties”) from and against any and all lossesCompany, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered its Subsidiaries or incurred by them their respective Representatives in connection with (i) any action taken by them at the request of Parent pursuant to Debt Financing. The foregoing obligations in this Section 5.18 8.5(g) shall survive the Closing or, if earlier, the termination of this Agreement. (h) Each of Buyer and Merger Sub acknowledges and agrees that the obtaining of any Debt Financing, or entering into or consummating any Financing Agreement, is not a condition to Closing and reaffirms its obligation to consummate the Preferred Redemptiontransactions contemplated by this Agreement irrespective and independently of the availability of any Debt Financing, (ii) any information utilized subject to fulfillment or waiver of the conditions set forth in connection therewith (other than information providedSections 9.1 and 9.2.

Financing Cooperation. (ai) The Prior to the Closing or termination of this Agreement in accordance with Article VIII, subject to actions taken in response to COVID-19 Measures, the Company shall use commercially reasonable efforts to provide, shall cause each of the Company Subsidiaries and its and their respective employees and officers to use commercially reasonable efforts to provide, and shall use commercially reasonable efforts to cause the directors and other Representatives of the Company and Parent shall cooperate with the Representatives of each other with respect of the Company Subsidiaries to provide, in each case at Parent’s sole expense, all customary actions for transactions of this type that are cooperation to the extent reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none arrangement of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement hereby, including using commercially reasonable efforts to: (A) cause the “Financing”senior management of the Company and the Company Subsidiaries to participate at reasonable times in a reasonable number of meetings, drafting sessions, presentations and due diligence sessions with prospective financing sources, investors and ratings agencies, in each case, upon reasonable advance notice (provided that such participations may be over conference call or other electronic means and need not be in person), (B) reasonably cooperate with Parent’s marketing efforts in connection with any debt financing, including executing and delivering customary authorization letters and assisting Parent in the preparation of bank information memoranda, lender presentations and other customary marketing materials and rating agency materials to be used in connection with the arrangement of any debt financing (i) providing the Company Reserve Reports, lease operating statements and production reports including a version of such marketing materials that does not contain any material non-public information with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for Subsidiaries), (C) furnish Parent with historical financial statements of the fiscal year ended December 31Company and the Company Subsidiaries required as a condition to the funding of any debt financing, 2018 (D) provide Parent with information reasonably necessary to complete customary perfection certificates and for each fiscal quarter thereafter ending customary schedules to loan documents as may be reasonably requested by Parent, (E) reasonably facilitate the pledging of collateral as of (but not prior to) the Closing, (F) provide, at least 45 days four (4) Business Days prior to the Closing Date; (ii) providing , all documentation and other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding about the Company and its the Company Subsidiaries reasonably as is required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, to the extent requested by Parent in writing at least nine (9) Business Days prior to consummate the Financing Closing Date, (G) execute and deliver, on the Closing Date, any customary credit agreements, pledge and security documents, guarantees or other definitive financing documents or other requested certificates, including a customary solvency certificate duly executed by the chief financial officer of the Surviving Corporation, in each case solely to the extent customarythe applicable officers executing and delivering any such documents and certificates will continue in their respective positions from and after the Closing Date, consenting (H) reasonably facilitate the pledging of collateral, including any possessory collateral, (I) take, on the Closing Date, corporate actions to permit the consummation of the debt financing and to permit the proceeds thereof to be made available to the inclusion thereof in Surviving Corporation at the Financing (Effective Time, it being understood that no such consent corporate action will take effect prior to the Closing and that the Company Board will not approve any debt financing prior to be unreasonably withheldthe Closing Date, conditioned or delayed); and (ivJ) providing Parent and its Representatives such information regarding the Company’s businesscooperate with, and making available such personneltake all actions reasonably requested by, as Parent may reasonably request in order to assist Parent facilitate the termination and payoff of the commitments under the Existing Credit Facility at Closing upon or simultaneously with the funding of any debt financing, in connection accordance with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality AgreementDebt Payoff Letter. (cii) Notwithstanding anything to the contrary set forth in this Section 5.186.14(b), no action contemplated in connection this Section 6.14(b) shall be required if any such action shall: (A) unreasonably interfere with the Financing business or any other action contemplated by this Section 5.18, (i) none ongoing operations of the Company or its the Company Subsidiaries; (B) reasonably be expected to result in the waiver or loss of attorney-client privilege, work product doctrine or similar privilege, breach any material Contract or contravene any applicable Law; (C) involve the entry into any definitive agreements with respect to any debt financing or the execution and delivery of any pledge or security documents, certificates, documents or instruments relating to the provision of guarantees and collateral, in each case that would be effective prior to the Closing Date (excluding, for the avoidance of doubt, any authorization letters to be delivered in connection with any debt financing); (D) require the Company or any of the Company Subsidiaries or any of their respective Representatives shall be required to take provide any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiarieslegal opinions; (iiE) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause require the Company or any of its the Company Subsidiaries to breach pay any representation, warranty, covenant out-of-pocket fees or agreement in this Agreementexpenses prior to the Closing that are not subject to reimbursement by Parent pursuant to Section 6.14(b)(iii); (xF) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder officer or Representative employee of the Company or any of its Subsidiaries to incur any personal liability; (G) require the Company or any of the Company Subsidiaries to prepare any (w) pro forma financial information, including pro forma cost savings, synergies, capitalization, or other pro forma adjustments desired to be incorporated into any pro forma financial information or any financial statements or financial information other than as provided under Section 6.14(b)(i)(C), (x) any description of all or any component of any debt financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes,” (y) projections, risk factors, or other forward-looking statements or any other information of the type required by Rule 3-09, Rule 3-10, or Rule 3-16 of Regulation S-X, or (z) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K; (H) require the Company or any of the Company Subsidiaries to take any corporate action or adopt corporate resolutions related to or approving any debt financing, unless (x) the directors, managers, members or other appropriate persons taking such action or adopting such corporate resolutions are to continue to serve in such capacities from and after the Effective Time and (xiy) none such corporate actions or resolutions are only effective as of, the Effective Time; or (I) cause any condition to the Closing set forth in Article VII to fail to be satisfied. The Company hereby consents to the use of the Company’s and the Company Subsidiaries’ logos in connection with any debt financing solely to the extent used in a manner that is not intended or reasonably likely to harm or disparage the reputation or goodwill of the Company or its any of the Company Subsidiaries, or any of their respective Intellectual Property. Notwithstanding anything to the contrary herein, the condition precedent set forth in ‎‎‎Section 7.3(b), as it applies to the Company’s obligations under Section 6.14(b)(i), shall be deemed satisfied unless (i) any applicable debt financing has not been obtained in substantial part as a result of a willful and material breach by the Company of its obligations under Section 6.14(b)(i), and (ii) Parent has notified the Company of such willful and material breach in writing a reasonably sufficient amount of time prior to the Effective Time, shall be an issuer or other obligor Closing to afford the Company with respect a reasonable opportunity to the Financingcure such willful and material breach. (diii) Parent shall indemnify(A) promptly reimburse the Company and the Company Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of the Company Subsidiaries in connection with the cooperation provided for in Section 6.14(b)(i), defend, and (B) indemnify and hold harmless the Company, its Company and the Company Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all liabilities, claims, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees)expenses, interest, awards, judgments and penalties (including reasonable and documented attorneys’ fees) actually suffered or incurred by them in connection with the arrangement or consummation of any debt financing or the cooperation provided for in Section 6.14(b)(i), except to the extent any such liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments or penalties arise out of or result from (ix) the gross negligence, bad faith or willful misconduct, (y) a willful and material breach of Section 6.14(b)(i) by the Company, the Company Subsidiaries or their respective Representatives or (z) any action taken historical financial information pertaining to any of the Company, the Company Subsidiaries or their respective Representatives, in each case, as determined by them at the request a final, non-appealable judgment of a court of competent jurisdiction. The Company shall not have any liability to Parent or Merger Sub in respect of any financial statements, financial information, data or other information provided pursuant to this Section 5.18 6.14(b). (iv) Parent and Merger Sub acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to consummate the Closing subject to the terms and conditions hereof, are not conditioned on obtaining debt financing. (v) All confidential, proprietary or non-public information regarding the Preferred Redemption, (ii) any information utilized Company obtained by Parent or its Representatives pursuant to this Section 6.14 shall be kept confidential in connection therewith (other than information providedaccordance with the terms of the Confidentiality Agreement.

Financing Cooperation. (a) The Company shall use its reasonable best efforts to provide, and shall cause its Subsidiaries to use reasonable best efforts to provide, customary cooperation, to the extent reasonably requested by ▇▇▇▇▇▇ in writing, in each case to the extent necessary for the Financing; provided that such requested cooperation does not unreasonably interfere with the ongoing business operations of the Company or any of its Affiliates, including using reasonable best efforts to: (i) participate in a reasonable number of meetings and due diligence sessions at reasonable times and with reasonable advance notice, and in each case which shall be virtual unless otherwise agreed to by the Company; (ii) furnish to Parent shall cooperate historical financial information regarding the Company as is reasonably available to the Company at such time, customarily required in connection with each other with respect the execution of financings of a type similar to customary actions for transactions of this type that are the Financing and reasonably requested by Parent to be taken by in connection with the Financing; it being understood that the Company shall have satisfied the obligations set forth in this sentence if the Company shall have used its reasonable best efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided; (iii) at least four (4) Business Days prior to Closing, provide all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, relating to the Company and its Subsidiaries under any Subsidiaries, in each case as reasonably requested by Parent at least nine (9) Business Days prior to the Closing Date; (iv) assist with the preparation, execution and delivery of the Company’s outstanding debt securities, Definitive Agreements. (v) cooperate with the marketing and syndication efforts of Parent and the Lenders for any portion of the Financing as reasonably requested by ▇▇▇▇▇▇; and (vi) facilitate the pledging of collateral and the provision of guarantees in connection with the Financing; and (vii) obtain and facilitate the negotiation of a payoff letter in customary form and pursuant to which the holders of the Indebtedness under the Company Credit Agreement shall have in form and substance (or commitment letters in respect of bank or institutional loansA) in connection with the Merger; provided acknowledged that none upon receipt of the payoff amount, (1) all obligations of the Company with respect to such Indebtedness shall be paid in full and (2) with respect to the Credit Agreement, all Liens securing such Indebtedness shall be released and (B) with respect to the Credit Agreement, covenanted to file, or shall have granted to Company, its Subsidiaries Parent or their Representatives shall be required or designees the right to execute file, releases or deliverdischarges of Liens securing such Indebtedness, simultaneously with or agree to any change or modification of, any agreement or document that is effective prior to following the Closing or that would be effective if the Closing does not occurand after repayment of such Indebtedness. (b) From and after the date The provisions of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIISection 6.14(a) notwithstanding, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or nor any of their respective Representatives its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; 6.14 that could: (iii) none of require the Company or any of its Subsidiaries Affiliates or any individuals who are officers or directors of their respective Representatives shall be required such entities solely prior to the Closing to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18prior to the Closing, or enter into, execute or deliver any certificate, document, legal opinionnotice, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement agreement, (ii) cause any representation or warranty in connection therewiththis Agreement to be breached by the Company or any of its Affiliates, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of require the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required Affiliates to pay any commitment or other similar fee or incur any other cost expense, liability or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent obligation in connection with the Financing or otherwise incur any other action contemplated by this Section 5.18 prior obligation under any agreement, certificate, document or instrument (except to the Effective Time; extent the effectiveness of any such fee, expense, liability or obligation is subject to and conditioned upon the occurrence of Closing), (viv) none reasonably be expected to cause any director, officer, employee or stockholder of the Company or its Subsidiaries (other than the Rollover Stockholders) or any of their respective Representatives shall be required its Affiliates to disclose or provide incur any information personal liability in connection with the Financing or any other action contemplated by this Section 5.18foregoing cooperation, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilegev) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict withwith the Organizational Documents of the Company or any of its Affiliates or any Laws, (vi) reasonably be expected to result in any a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required Contract to take any action that would cause which the Company or any of its Subsidiaries Affiliates is a party, (vii) provide access to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of disclose information that the Company or its Subsidiaries or any of their respective Representatives shall be required to take its Affiliates reasonably determine would jeopardize any action that would reasonably be expected to cause any directorattorney-client privilege, officer, employee, shareholder work product or Representative other applicable privilege or protection of the Company or any of its Subsidiaries to incur Affiliates, (viii) require the delivery of any personal liability; and opinion of pre-Closing counsel, (xiix) none of require the Company or any of its SubsidiariesAffiliates to prepare any financial statements or information that are not available to the Company and prepared in the ordinary course of the Company’s financial reporting practice, or (x) require the Company or any of its Affiliates to prepare or issue any offering or similar information document. Nothing contained in this Section 6.14 or otherwise shall require the Company or any of its Affiliates, prior to the Effective TimeClosing, shall to be an issuer or other obligor with respect to the Financing. (d) . Parent shall, promptly on request by the Company, reimburse the Company or any of its Affiliates for all reasonable out-of-pocket costs incurred by them or their respective Representatives in connection with such cooperation and shall indemnifyreimburse, defend, indemnify and hold harmless the Company, Company and its Subsidiaries Affiliates and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties losses suffered or incurred by them in connection with (i) the arrangement of the Financing, any action taken by them at the request of Parent or its Representatives pursuant to this Section 5.18 6.14 and any information used in connection therewith. (c) The Parties acknowledge and agree that the provisions contained in this Section 6.14 represent the sole obligation of the Company and its Affiliates and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) that may be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement and the Commitment Letters, and no other provision of this Agreement (including the Exhibits and Schedules hereto) or the Preferred RedemptionCommitment Letters shall be deemed to expand or modify such obligations. All non-public or otherwise confidential information regarding the Company or any of its Affiliates obtained by Parent, (ii) any information utilized Merger Sub or its respective Representatives pursuant to this Section 6.14 shall be kept confidential in connection therewith (other than information providedaccordance with the Confidentiality Agreement.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company Arq shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in cause its Representatives to, cooperate with the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter ADES in connection with the Debt Financing or any other action contemplated as may be reasonably requested by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict withADES, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing.including: (di) Parent shall indemnifyas promptly as reasonably practicable, defend, furnishing the ADES and hold harmless the Company, its Subsidiaries Debt Financing Sources and their respective Representatives (with such financial and other pertinent information within Arq’s possession regarding the “Section 5.18 Indemnified Parties”) from Arq Companies as may be customarily required or desirable for completion of similar debt financing and against any and all lossesreasonably requested by ADES, damagesits advisors or its Debt Financing Sources, claims, costs, expenses including customary authorization letters authorizing the distribution of such information to potential financing sources (including reasonable attorneys’ feescustomary representations with respect to accuracy of information and material non-public information); (ii) assisting ADES and the Debt Financing Sources in the preparation of bank information memoranda and similar documents for any of the Debt Financing, interest, awards, judgments including the execution and penalties suffered or incurred by them delivery of customary representation letters in connection with bank information memoranda; (iiii) any action taken assisting the ADES and the Debt Financing Sources in the preparation and negotiation of definitive written financing documentation and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, hedging arrangements, customary officer’s certificates and corporate resolutions, as applicable) as may reasonably be requested and subject to the occurrence of the Closing; (iv) using reasonable efforts to facilitate the pledging of collateral for the Debt Financing (including cooperation in connection with the pay-off of existing Indebtedness to the extent contemplated by them this Agreement and the release of related Encumbrances and termination of security interest); and (v) providing at least three Business Days prior to the request Closing Date all documentation and other information as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent requested at least 10 Business Days prior to the anticipated Closing Date; (b) Arq hereby consents to the use in a customary manner of Parent pursuant Arq and its Subsidiaries’ logos in connection with the Debt Financing but only to this Section 5.18 the extent that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Arq and its Subsidiaries or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedreputation or goodwill of Arq and its Subsidiaries.

Financing Cooperation. (a) The From the date hereof until Closing, in order to assist Parent in obtaining its New Debt Financing, the Company shall, and Parent shall use its reasonable best efforts to cause its Subsidiaries to, use and provide reasonable best efforts, at Parent’s sole expense, to cooperate with each other with respect to customary actions for transactions of this type that are Parent and Merger Sub as reasonably requested by Parent that are customary in connection with the arrangement and implementation of the New Debt Financing, including Parent’s expectation of a concurrent or subsequent public offering of Parent’s debt securities. Such reasonable best efforts by the Company shall be limited to, at the reasonable request of Parent and Merger Sub, (i) cooperation in the preparation of any offering memorandum, prospectus, bank book, ratings agency presentations or similar documents used in connection with the syndication and marketing of the New Debt Financing; provided that (x) Parent is solely responsible for the content of any pro forma financial statements, synergies, projections or adjustments contained therein other than the content of historical financial information of the Company contained therein, (ii) furnishing Parent and its Debt Financing Sources as promptly as reasonably practicable after Parent’s request with the readily available financial statements regarding the Company and its Subsidiaries required by the debt commitment letter associated with the New Debt Financing, (iii) causing the Company’s senior management teams to participate in a reasonable number of lender presentations, due diligence sessions, “road shows”, sessions with ratings agencies and telephone conferences with prospective lenders, in each case, upon reasonable advance notice, during normal business hours, and at mutually agreed times, (iv) at least two (2) Business Days prior to Closing (to the extent requested from the Company at least ten (10) Business Days prior to the anticipated Closing), providing all documentation and other information about the Company as is reasonably requested by the Parent which Parent’s Debt Financing Sources reasonably determines which is required with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act) and that is required under the debt commitment letter associated with the New Debt Financing (it being understood and agreed that nothing contained in this Section 4.18 shall require delivery of information by or delivery of information concerning the Sponsors or their Affiliates (other than the Company)), (v) to the extent constituting a condition to any of Parent’s Debt Financing Sources’ obligations under the debt commitment letter associated with the New Debt Financing, and as reasonably requested by Parent, using reasonable best efforts to facilitate the pledging of collateral and the granting of security interests in connection with the New Debt Financing; provided that no such action shall be effective until the Closing, (vi) facilitating the execution and delivery at the Closing of definitive documents reasonably related to the New Debt Financing on the terms contemplated by the debt commitment letter associated with the New Debt Financing, in connection with the authorization of the New Debt Financing and the definitive documentation related thereto and the execution and delivery of such definitive documentation in anticipation of the Closing (provided that all such authorization, execution and delivery shall be deemed to become effective only if and when the Closing occurs and no officer of the Company shall be required to execute any solvency certificate that is in a form other than as attached to the debt commitment letter associated with the New Debt Financing), (vii) solely as required by the terms of the New Debt Financing, assisting Parent in securing the customary cooperation of the independent accountants of the Company and its Subsidiaries and (viii) assisting Parent in obtaining legal opinions to be taken delivered in connection with the New Debt Financing or in connection with a public offering of Parent’s debt securities. (b) Notwithstanding the foregoing or anything else in this Agreement to the contrary, in no event shall “reasonable best efforts” of the Company, its Subsidiaries or their respective officers, directors, employees, agents, attorneys, accountants and advisors be deemed to construe to require such Persons to and such Persons shall not be required to, (i) take any action to the extent it would unreasonably interfere with the business or operations of the Company or any of its Subsidiaries, (ii) pay any commitment or other similar fee in connection with the New Debt Financing unless and until the Closing occurs, (iii) pass resolutions or consents to approve or authorize the New Debt Financing or the execution and delivery of the definitive documentation related thereto or require the board of directors (or any similar governing body) to take any action or cause any of its representatives to waive or amend any terms of this Agreement, agree to pay any commitment, financing or other fees or reimburse any expenses or to approve the execution or delivery of any document or certificate in connection with the New Debt Financing, (iv) deliver any financial statements or other information for any period that is not otherwise specifically required hereunder, (v) take any action that will conflict with or violate their formation or organizational documents or any legal requirements or result in the contravention of, or would reasonably be expected to result in a violation or breach of, or default under, any Law or material agreement (in each case prior to the Closing), (vi) take any action that could reasonably be expected to result in any officer, director, employee, agent, attorney, accountant or advisor of the Company or any of its Subsidiaries incurring personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to any matters related to the New Debt Financing (other than any such personal liability resulting from such Person’s actual fraud or willful misconduct), (vii) take any action that could reasonably be expected to cause any condition to Closing set forth in this Agreement to fail to be satisfied or otherwise cause any breach of this Agreement that would provide Parent the right to terminate this Agreement (unless, in each case, waived in advance by Parent), (viii) incur any liability (or cause its directors, officers or employees to incur any liability) under the New Debt Financing prior to the Closing Date or (ix) cause the delivery of any legal opinions, any authorization letters or any certificate (including as to solvency or beneficial ownership) by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement Subsidiaries. (or commitment letters in respect of bank or institutional loansc) in connection with the Merger; provided Parent acknowledges and agrees that none of the Company, its Subsidiaries or any of their Representatives respective directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) shall have any responsibility for, and shall not be required to execute incur any liability (personal or deliverotherwise, other than any such liability resulting from actual fraud or agree willful misconduct) to any change Person under or modification ofin connection with, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier arrangement of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from New Debt Financing that Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated may raise in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s businessAgreement, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless the Company, its Subsidiaries and or any of their respective Representatives Representatives, directors, officers, employees, representatives and advisors (the “Section 5.18 Indemnified Parties”including legal, financial and accounting advisors) from and against any and all losses, damagesliabilities, claims, costs, costs or expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) the arrangement of the New Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) cooperation efforts set forth herein and any information utilized in connection therewith therewith. If this Agreement is validly terminated in accordance with its terms for any reason, Parent shall promptly reimburse the Company for all out-of-pocket costs or expenses incurred by the Company and its Subsidiaries in connection with cooperation provided for in this Section 4.18. (d) Notwithstanding anything to the contrary in this Agreement, no breach or other than information providedfailure to comply with this Section 4.18 by the Company, its Subsidiaries or their respective representatives shall be taken into account for purposes of determining the accuracy of the representation and warranty contained in Section 3.9. The Company, its Subsidiaries, and their respective Representatives will be deemed to be in compliance with this Section 4.18, and Parent and its Representatives shall not allege that the Company, its Subsidiaries, or their respective Representatives is or has not been in compliance with this Section 4.18, unless and until Parent provides written notice of the alleged failure to comply specifying in reasonable detail specific steps to cure such alleged failure in a commercially reasonable and practical manner (to the extent such breach may be so cured), which failure to comply has not been cured within five (5) Business Days from receipt of such written notice. Notwithstanding anything to the contrary contained in this Agreement, the condition set forth in Section 5.2(b), as it applies to the Company’s, its Subsidiaries’ and their Representatives’ obligations under this Section 4.18, shall be deemed satisfied if the Company’s, its Subsidiaries’ or their Representatives’ breach(es), if any, of their respective obligations under this Section 4.18 did not cause (or was not a material factor in causing) the failure of Parent to obtain the New Debt Financing. (e) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees that its obligation to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein are not conditioned upon the availability or consummation of the New Debt Financing or any other debt financing, the availability of any alternate debt financing, the availability of any equity financing or receipt of the proceeds therefrom.

Financing Cooperation. (a) The From the date hereof until the earlier of the Closing Date and the date this Agreement is validly terminated in accordance with its terms, the Company shall use its commercially reasonable efforts, and shall cause each other Acquired Company and Parent shall cooperate its and their respective representatives to use their respective commercially reasonable efforts, to provide Buyer and Merger Sub with each other with respect to customary actions for transactions of this type that are all cooperation reasonably requested by Parent Buyer or Merger Sub to assist Buyer or Merger Sub in causing the conditions in the Debt Financing Agreement to be taken satisfied and to arrange and obtain the Debt Financing, including using commercially reasonable efforts to: (i) deliver to Buyer and Merger Sub such reasonably available financial and other operating information concerning the Acquired Companies which is reasonably requested by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) Debt Financing Source in connection with the Merger; provided Debt Financing; (ii) furnish no later than three (3) Business Days prior to the Closing Date all documentation and other information that none is reasonably requested by Buyer or Merger Sub no later than ten (10) days prior to the Closing Date that is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to the Acquired Companies; (iii) facilitate the pledging of collateral and granting of security interests in connection with the Debt Financing, including, but not limited to delivery of stock certificates issued by any Acquired Company, effective no earlier than, and subject to the occurrence of, the Closing; (iv) assist in the preparation, review and negotiation of, and facilitate the execution and delivery of, one or more credit agreements, pledge and security documents, and other definitive financing documents (including the schedules and exhibits thereto) and other certificates or documents as may be reasonably requested by B▇▇▇▇, Merger Sub, or the Debt Financing Sources or is required by the Debt Financing Sources in connection with the Debt Financing (excluding any solvency and other closing certificates), in each case effective no earlier than, and subject to the occurrence of, the Closing; (v) cooperate with B▇▇▇▇ in satisfying the conditions precedent set forth in the Debt Financing Agreement to the extent the satisfaction thereof requires the cooperation of and is in the control of the Company, its Subsidiaries Acquired Companies; and (vi) delivering notices of prepayment within the time periods required by the relevant agreements governing the Indebtedness list on Schedule 3.3 (or their Representatives shall be required obtaining waivers of such notices). (b) Nothing in this Section 8.14 will require the Acquired Companies to execute (i) waive or deliver, amend any terms of this Agreement or agree to pay any change fees or modification ofreimburse any expenses prior to the Closing Date or agree to pay any fees or reimburse any expenses prior to Closing for which it has not received prior reimbursement, (ii) enter into any definitive agreement or document that is would be effective prior to the Closing Date or that would be effective if is not contingent on the occurrence of the Closing does not occur. Date, (biii) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or give any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days indemnities that are effective prior to the Closing Date; , (iiiv) providing other take any action that, in the good faith determination of the Company, would unreasonably and materially interfere with the ordinary conduct of the Business, (v) provide access to or disclose information which, pursuant to the advice of counsel, would result in waiving any attorney-client privilege, work-product or similar privilege, (vi) take any action which would contravene any position taken in any tax return or financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to (vii) prepare any (1) pro forma combined financials pursuant to the terms financial statements or adjustments or projections or post-Closing or pro forma cost savings, capitalization and other post-Closing adjustments; (2) description of all or any portion of the Commitment LettersDebt Financing, including any “description of notes” and “plan of distribution”; (iii3) providing risk factors relating to all or any component of the Debt Financing; or (4) financial statements or other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof not prepared in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18Ordinary Course of Business, (iviii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the Debt Financing or the execution and delivery of the definitive documents or Debt Financing Agreement (provided, for the avoidance of doubt, the Company will not prevent members of the board of directors and similar governing bodies from passing resolutions or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification consents that are effect immediately as of any existing certificate, document, instrument or agreement the Closing in connection therewith, in each case, that (A) is effective prior their capacities as members of the board of directors and similar governing bodies immediately after giving effect to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilegeClosing) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none cause the delivery of the Company or its Subsidiaries any legal opinions or any of their respective Representatives shall be required certificates, including as to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none solvency of the Company or its Subsidiaries, prior . Notwithstanding anything to the Effective Timecontrary in this Agreement, the Company’s breach of any of the covenants required to be performed by it under this Section 8.14 shall not be considered in determining the satisfaction of any condition set forth in this Agreement (and the Company shall be an issuer deemed to have complied with this Section 8.14 for all purposes of this Agreement) unless (i) the Company commits a willful breach of its obligations under this Section 8.14 and (ii) the failure to obtain the Debt Financing primarily resulted from or was primarily caused by such willful breach. Buyer acknowledges that this Section 8.14 represents the sole obligation of the Company and its Subsidiaries and Affiliates and their respective officers, board members, employees and other obligor Representatives with respect to the Financingcooperation in connection with the Debt Financing under this Agreement. (dc) Parent Buyer shall, promptly upon request by the Company (and, in any event, within 5 Business Days) following the earlier of Closing or valid termination of this Agreement: (i) reimburse the Company for all reasonable and documented out-of-pocket costs and expenses actually incurred by the Acquired Companies or any of its or their respective representatives in connection with its cooperation pursuant to this Section; provided, that such costs and expenses shall indemnify, defend, not include any ordinary course amounts that would have been incurred by the Acquired Companies or their representatives regardless of the covenant set forth in Section 8.14; and (ii) indemnify and hold harmless the Company, Acquired Companies and its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) representatives from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties losses actually suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 8.14 related to the Debt Financing, and any information used in connection with the Debt Financing; in each case, except to the extent arising, suffered or incurred as a result of Fraud, gross negligence or willful misconduct by any Acquired Company or their respective representatives. (d) The Company hereby consents to the Preferred Redemptionreasonable use of the Acquired Companies’ logos and other trademarks in connection with the Debt Financing; provided, that such logos and trademarks are used solely in a manner that is not intended to, and is not reasonably likely to, harm or disparage the Acquired Companies or their reputation. (e) All non-public or other confidential information provided by the Acquired Companies or any of their representatives pursuant to this Section 8.14 will be kept confidential in accordance with the Confidentiality Agreement, except that Buyer and Merger Sub will be permitted to disclose such information to any Debt Financing Source or prospective Debt Financing Source and other financial institutions that are or may become parties to the Debt Financing (and, in each case, to their respective representatives) so long as such Persons: (i) agree to be bound by the Confidentiality Agreement as if parties thereto, or (ii) any information utilized in connection therewith (are otherwise subject to other than information providedcustomary confidentiality arrangements.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by During the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection period commencing with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From execution and after the date delivery of this Agreement and through continuing until the earlier to occur of the Effective Time termination of this Agreement pursuant to Article VIII and the date on which this Agreement is terminated in accordance with Article VIIEffective Time, the Company shall, and shall cause each of its Subsidiaries to, use and the Company’s and its and their reasonable best efforts to, and cause its and their Subsidiaries’ Representatives to, provideat Parent’s sole expense, after a request from reasonably cooperate in connection with the arrangement of the Financingany financing that Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation Acquisition Sub may raise in connection with the transactions contemplated by this Agreement as is may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Such cooperation by the Company shall include, at the reasonable request of Parent: (i) agreeing to enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company’s and its material Subsidiaries’ assets pursuant to such agreements as may be reasonably requested; (ii) providing to the Lenderany lender that is providing any financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement financial and other information relevant to the Financingsuch financing in the Company’s or its Subsidiaries’ possession or that is reasonably available or that the Company or its Subsidiaries prior to the date hereof in the ordinary course of business would have produced (and in accordance with the timeframe in which such information would have been produced) (including audited and unaudited financial statements as of and for periods both before and after the date hereof, provided that such financial statements shall be provided in a manner as is consistent with the Company’s existing practices), assisting in the preparation of any pro forma financial information or projections, making the Company’s and its Subsidiaries’ senior officers available at reasonable times and for a reasonable number of meetings to assist the Lenderany lender that is providing any financing that Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated Acquisition Sub may raise in connection with the transactions contemplated by this Agreement (the “Financing”including by way of participation in meetings, presentations, marketing sessions and due diligence sessions), including (i) providing and otherwise reasonably cooperating in connection with the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms consummation of the Commitment Letters; Financingany such financing; (iii) providing using reasonable best efforts to obtain from the Company’s and its Subsidiaries’ accounting firm accountants’ comfort letters and consents customary for debt financings, and assisting Parent and its counsel with information required for customary legal opinions required to be delivered in connection therewith and cooperating in obtaining any necessary valuations; (iv) furnishing all documentation and other financial statements, financial data and information regarding about the Company and its Subsidiaries that the potential financing sources have reasonably requested determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (v) taking all corporate, limited liability company, partnership or other similar actions by the Company and its Subsidiaries that are reasonably necessary to permit the consummation of the necessary financing; and (vi) using reasonable best efforts to cooperate with Parent to consummate satisfy any conditions precedent to any the Financing and Financingfinancing to the extent customary, consenting to within the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations control of the Company and its Subsidiaries; (ii) none of . Parent shall promptly reimburse the Company or its Subsidiaries or for any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts out-of-pocket expenses and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent reasonably incurred in connection with the Financing Company’s or any other action contemplated by its Affiliates’ obligations under this Section 5.18 prior 6.16(a). (b) Notwithstanding anything in this Agreement to the Effective Time; contrary: (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement nothing in this Agreement; (x) none Agreement shall require any cooperation to the extent that it would require the board of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative directors of the Company or any of its Subsidiaries to incur take any personal liabilityaction or the Company or any of its Subsidiaries or Representatives, as applicable, to waive or amend any terms of this Agreement, agree to pay any commitment or other fees or reimburse any expenses prior to the Effective Time (for which the Company is not promptly reimbursed by Parent) or to approve the execution or delivery of any document or certificate in connection with the Financing (or any alternative financing)financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement; (ii) no officer of the Company or any of its Subsidiaries who is not reasonably expected to be an officer of the Surviving Corporation shall be obligated to deliver any certificate in connection with the Financingany financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement and no counsel for the Company or any of its Subsidiaries shall be obligated to deliver any opinion in connection with the Financingany such financing; and (iii) irrespective of the above, no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument (other than the authorization letters referred to above) shall be effective until the Effective Time and (xi) none of the Company or any of its SubsidiariesSubsidiaries shall be required to take any action under any certificate, document or instrument that is not contingent upon the Closing (including entry into any agreement that is effective before the Effective Time or distribution of any cash by or to the Company that is effective before the Effective Time) or that would be effective prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior Prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIClosing, the Company shall, and shall cause each of its Subsidiaries to, and shall use its and commercially reasonable efforts to cause their reasonable best efforts respective representatives to, at Parent’s sole expense, provide to Parent such cooperation reasonably requested by Parent that is customary in connection with Parent’s efforts to obtain the Debt Financing (provided that such requested cooperation is consistent with applicable Law and cause its and their Representatives to, provide, after a request from Parent does not unreasonably interfere with the operations of the Company or any of its Representatives to do soSubsidiaries), on including: (i) furnishing Parent and its Debt Financing Sources as promptly as practicable with unaudited consolidated balance sheets and related statements of income, stockholders’ equity, and cash flows of the Company and its Subsidiaries, for each fiscal quarter ended after the date of the Most Recent Financial Statements but at least forty (40) calendar days before the Closing Date (collectively, the “Required Information”); (ii) making members of senior management with appropriate seniority and expertise available (including by conference call) for a timely basisreasonable number of meetings, such customary assistance presentations, and cooperation as is due diligence sessions; (iii) providing all information reasonably requested by Parent to assist Parent in or the arrangement, syndication Debt Financing Sources regarding the Company and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the its Subsidiaries under applicable “Financing”)know your customer,” anti-terrorism and anti-money laundering rules and regulations, including the Beneficial Ownership Regulation and the USA PATRIOT Act of 2001, at least five (i5) providing the Company Reserve Reports, lease operating statements and production reports with respect business days prior to the Company Oil and Gas Interests evaluated Closing Date, in the Company Reserve Reports for the fiscal year ended December 31each case, 2018 and for each fiscal quarter thereafter ending requested at least 45 days ten (10) Business Days prior to the Closing Date; (iiiv) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to assisting with the terms preparation of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries any Debt Documents as may be reasonably requested by Parent to consummate Parent; provided that no obligation of the Financing and Company or any of its Subsidiaries under any such documentation shall be effective until the Closing (other than as set forth in any authorization letter with respect to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayedDebt Financing); and (ivv) providing assisting Parent and its Representatives such the Debt Financing Sources in the preparation of bank information regarding memoranda (including, to the Company’s businessextent necessary, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All an additional bank information memorandum that does not include material non-public information exchanged pursuant to this Section 5.18 shall be subject and executing customary authorization letters) for any of the Debt Financing to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated extent reasonably requested by this Section 5.18, (i) none Parent. None of the Company or any of its respective Subsidiaries or any of their respective Representatives representatives shall be required to take any action pursuant to required, under the provisions of this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably 4.8(a) or otherwise in connection with the ongoing business or operations of the Company and its Subsidiaries; Debt Financing (iix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; Closing that is not advanced by Parent or (vy) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of expense unless such expense is promptly reimbursed by Parent following written request by the Company. Parent shall indemnify the Company or and its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its respective Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) representatives from and against any and all losses, damages, claimsawards, costsfines, expenses penalties, expenses, fees, costs and amounts paid in settlement in accordance with this Agreement (including reasonable attorneys’ fees), interest, awards, judgments fees and penalties reasonable expenses of counsel) suffered or incurred by them in connection with (i1) any action taken by them at the request of Parent pursuant to this Section 5.18 4.8 or in connection with the Preferred Redemption, arrangement of the Debt Financing or (ii2) any information utilized in connection therewith therewith, except to the extent arising from (i) information provided by or on behalf of the Company or its Affiliates or (ii) the bad faith, willful misconduct or gross negligence of the Company or its Affiliates. Nothing contained in this Section 4.8 or otherwise shall require the Company to be an issuer or other obligor with respect to the Debt Financing prior to the Closing and, until the Closing occurs, neither the Company nor its Subsidiaries nor their respective representatives shall (1) be required to take any action that will conflict with or violate their respective certificate of incorporation, by-laws or comparable organizational documents or any Laws or orders or (2) be required to pass resolutions or consents, approve or authorize the execution of, or execute any document, agreement, certificate or instrument or take any other corporate action with respect to the Debt Financing that is not contingent on the Closing or that would be effective prior to the Closing Date (other than customary authorization letters as described in clause (v) above). (b) All material, non-public information providedregarding the Company and its Subsidiaries provided to Parent or its respective representatives pursuant to this Section 4.8 shall be kept confidential by them in accordance with Section 9.11(b), except for disclosure to Debt Financing Sources and potential Debt Financing Sources as required in connection with the Debt Financing subject to customary confidentiality protections.

Financing Cooperation. (a) The Company Parent expressly acknowledges and Parent shall cooperate with each other with respect to customary actions for transactions of this type agrees that are reasonably requested by Parent to be taken by neither the Company or its Subsidiaries under any availability, the terms nor the obtaining of the Company’s outstanding debt securities, the Company Credit Agreement (Financing or commitment letters any other financing is in respect of bank or institutional loans) in connection with any manner a condition to the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the obligations of Parent to consummate the transactions contemplated hereby, and reaffirms its obligation to consummate the Merger, the Closing does not occurand the transactions contemplated hereby, irrespective and independently of the availability of the Financing or any other financing. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the The Company shall, and shall cause each of its the Company Subsidiaries to, use its and their reasonable best efforts to, and shall use its reasonable best efforts to cause its and their respective Representatives to, provideprovide customary cooperation and customary financial information, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as in each case that is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated upon reasonable prior written notice in connection with any financing obtained or to be obtained by Parent for the transactions contemplated by this Agreement purpose of financing the Merger or any transaction undertaken in connection therewith (the “Financing”), including by (i) providing furnishing, or causing to be furnished, to Parent (A) audited consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the Company Reserve Reports, lease operating statements and production reports with respect for each of the three most recently completed fiscal years of the Company ended at least 60 days prior to the Company Oil Closing Date, prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year, and Gas Interests evaluated (B) unaudited condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows (in the Company Reserve Reports for the fiscal year ended December 31each case, 2018 subject to normal year-end adjustments and absence of footnotes) for each subsequent fiscal quarter thereafter ending ended on a date that is at least 45 40 days prior to the Closing Date; provided that the financial statements required to be delivered pursuant to this clause (i) shall be deemed to have been delivered on the date on which such items have been publicly filed with, and made available on the website of, the SEC or made publicly available on the website of any national securities exchange, and (ii) providing other using reasonable best efforts to cause the Company’s and the Company Subsidiaries’ independent accountants, as reasonably requested by P▇▇▇▇▇, to (A) consent to the use of their audit reports on the financial statements, data, information statements of the Company and assistance and cooperation reasonably necessary for Parent the Company Subsidiaries in each such case any materials relating to prepare pro forma combined financials the Financing or in connection with any filings made with the SEC or pursuant to the terms Securities Act or Exchange Act in connection with the Financing, (B) provide any customary “comfort letters” (including drafts thereof that such accountants are prepared to issue at the time of pricing and at closing of any offering or placement of the Commitment Letters; (iiiFinancing) providing other financial statements, financial data necessary and information regarding the Company and its Subsidiaries reasonably requested in writing by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any debt capital markets transaction comprising a part of the Financing. All non-public information exchanged pursuant to this Section 5.18 , and (C) participate in a reasonable number of customary due diligence sessions; provided, however, that (1) no such cooperation shall be subject required to the Confidentiality Agreement. extent it would (cI) Notwithstanding anything unreasonably interfere with the conduct of the Company’s or any Company Subsidiary’s business, (II) require the Company or any of the Company Subsidiaries to incur any fees, expenses or other liability or to reimburse any expenses prior to the contrary set forth in this Section 5.18, in connection with the Financing Effective Time for which it has not received prior reimbursement or any other action contemplated is not otherwise indemnified by this Section 5.18or on behalf of Parent, (iIII) none be reasonably expected to cause any Representative of the Company or its Subsidiaries or any of their respective Representatives shall be required Company Subsidiary to take incur any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; personal liability, (iiIV) none of require the Company or its Subsidiaries any Company Subsidiary to waive, breach or amend any terms of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18Agreement, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any other existing certificate, document, instrument agreement or agreement other documentation in connection therewith, in each case, therewith that (A) is would be effective prior to the Effective Time or that would be effective if Time, (V) require the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approvedCompany, authorized, executed or delivered, as applicable; (iii) none of the any Company or its Subsidiaries Subsidiary or any of their respective Representatives to provide any information that is prohibited or restricted by applicable Law or is legally privileged (provided, however, that the Company shall become bound by any terms use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of the Financing Law or any other action contemplated by this Section 5.18 prior to allow for such access or disclosure to the Effective Time; maximum extent that does not result in a loss or waiver of such legal privilege), (ivVI) none of require the Company, any Company or its Subsidiaries Subsidiary or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict conflicts with, result or results in any violation or breach of, or default (with or without notice, notice or lapse of time, or both) under, the organizational documents of the Company or any Company Subsidiary, any applicable Laws, or any Contracts of the Company or any Company Subsidiary, or (VII) require the Company, any Company Subsidiary or any of their respective organizational Representatives to produce any financial information regarding the Company and the Company Subsidiaries that is not readily available or governing documentswithin the Company’s possession or to prepare or produce any projections or pro forma financial statements and (2) the Company, the Company Subsidiaries and their respective Representatives shall not be required to execute any credit or security documentation or any applicable law other definitive agreement (other than customary authorization and representation letters in connection with the Financing), adopt any resolution or Contracts; otherwise take any corporate or similar action or incur any obligation or liability in connection with the Financing or to approve or authorize the Financing (ixincluding the documentation or instruments pursuant to which the Financing is obtained) none or provide any indemnity, in each case of this clause (2), prior to the Effective Time, and shall not be required to deliver or cause to be delivered any opinion of counsel or solvency certificate in connection with such cooperation. The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Financing so long as such logos are used solely in a manner that is reasonable and customary and not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries. (c) Parent shall indemnify and hold harmless the Company, the Company Subsidiaries, and their respective Representatives from and against any claims, damages, injuries, judgments, awards, penalties, fines, costs, settlement payments, expenses, liabilities or losses suffered or incurred by them based on, arising out of, relating to or in connection with, in whole or in part, the Financing or their cooperation therewith and any information utilized in connection therewith, except in the event such claims, damages, injuries, judgments, awards, penalties, fines, costs, settlement payments, expenses, liabilities or losses arise out of or result from (i) the willful misconduct, gross negligence or bad faith of the Company and the Company Subsidiaries or any of their respective Representatives, (ii) the material breach by the Company of its obligations under this Agreement or (iii) any intentional misstatement or omission in information provided in writing hereunder by or on behalf of the Company, the Company Subsidiaries or any of their respective Representatives shall be required to take any action that would cause for use in connection with the Financing (clauses (i) through (iii), collectively, the “Indemnity Exceptions”). Parent shall, promptly upon request by the Company, reimburse the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of and the Company or its Subsidiaries or any for all reasonable and documented out-of-pocket costs actually incurred by the Company and the Company Subsidiaries (including those of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, reasonable and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable documented attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them ) in connection with (i) any taking action taken required or requested by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption7.8, (ii) any information utilized in connection therewith (other than information providedthose arising out of or resulting from the Indemnity Exceptions.

Financing Cooperation. (a) The Prior to the Closing, the Company and shall use commercially reasonable efforts to provide to Parent shall cooperate with each other with respect to customary actions for transactions of this type that are all cooperation reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional any debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Debt Financing” and the financing sources in respect thereof, the “Debt Financing Sources”), including as determined by Parent in good faith, including, but not limited to, the following: (i) providing the Company Reserve Reports, lease operating statements and production reports request its independent accountants to provide reasonable assistance to Parent consistent with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; their customary practice; (ii) providing execute and deliver any credit agreements, notes, guarantee and collateral documents, hedging arrangements, pay-off letters, other definitive financing documents, a certificate of the chief financial statementsofficer or treasurer (or other comparable officer) of any member of the Company that will be effective at the Closing certifying the solvency, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant after giving effect to the terms Closing, of such member of the Commitment LettersCompany on a consolidated basis and other customary certificates or documents as may be reasonably requested by Parent or any Debt Financing Source and otherwise reasonably facilitating the pledging of collateral; provided, that no such documentation shall be effective until immediately after the Closing; (iii) providing take such other financial statements, financial data and information regarding the Company and its Subsidiaries actions as reasonably requested by Parent to consummate facilitate the Financing and satisfaction on a timely basis of all the conditions precedent to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed)Debt Financing; and and (iv) providing Parent all documentation and its Representatives such other information regarding required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Company’s businessUSA PATRIOT Act, to the extent required by any Debt Financing and making available such personnelrequested at least five (5) Business Days prior to Closing, as Parent may reasonably request in order to assist determined by Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreementgood faith. (cb) Notwithstanding anything to contrary contained in Section 5.9(a), in no event shall the contrary set forth in this Section 5.18Company or any of its Subsidiaries be required to (1) bear any cost or expense, pay any fee, or incur any other actual or potential liability in connection with the Debt Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not reimbursed or is not otherwise indemnified by or on behalf of Parent in connection with the Financing or Parent, (2) take any other action contemplated by this Section 5.18 prior actions to the Effective Time; (v) none of the Company or its Subsidiaries or any of extent such actions would unreasonably interfere with their respective Representatives shall be required to disclose ongoing business or provide any information in connection with the Financing or any other action contemplated by this Section 5.18operations, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege3) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice, notice or lapse of time, or both) under, under any of their respective organizational or governing documents, documents or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries laws or any of their respective Representatives shall be required other material contracts to take any action that would cause the Company or any of its Subsidiaries to breach any representationwhich such Person is a party, warranty, covenant or agreement in this Agreement; (x4) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be become an issuer or other obligor with respect to the FinancingDebt Financing prior to the Closing Date, (5) pledge any assets or collateral, execute any definitive agreement in respect of the Debt Financing or any closing certificate or other agreement, or incur any liability or indebtedness in connection with the Debt Financing prior to the Closing Date, or (6) execute or deliver, or take any corporate or other action to adopt or approve, any document, agreement, certificate or instrument with respect to the Debt Financing that will be effective before the Closing Date. (dc) Each of Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries Merger Subsidiary acknowledges and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with agrees that (i) its obligations under this Agreement to consummate the transactions contemplated by this Agreement, including, without limitation, the Merger, shall not be conditioned in any action taken by them at respect on Parent’s and/or Merger Subsidiary’s receipt of proceeds from, or any other aspect of, the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedDebt Financing.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by Without the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none prior written consent of the Company, Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replacement of, the Debt Financing Commitment if such amendment, modification, waiver or replacement (i) (A) reduces the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing), (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, (C) adversely affects the ability of Parent to enforce its Subsidiaries rights against other parties to the Debt Financing Commitment or their Representatives shall (D) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement (collectively, the “Restricted Debt Financing Commitment Amendments”) (provided that with prior written notice to the Company, Parent may amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar Persons who had not executed the Debt Financing Commitment as of the date hereof and make any other changes required to execute add such lenders, lead arrangers, bookrunners, syndication agents or deliversimilar Person, but only if the addition of such additional parties and such other changes, individually or in the aggregate, would not result in the occurrence of a Restricted Debt Financing Commitment Amendment) or (ii) could reasonably be expected to result in the early termination of the Debt Financing Commitment. Parent shall use its reasonable best efforts to take, or agree cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Debt Financing as promptly as practicable on the terms and conditions described in the Debt Financing Commitment, including using its reasonable best efforts to (1) maintain in effect the Debt Financing Commitment until the funding of the Debt Financing at or prior to Closing, (2) satisfy on a timely basis (or obtain a waiver of) all conditions and covenants required to be performed or satisfied by Parent to obtain the Debt Financing at the Closing as set forth in the Debt Financing Commitment, (3) negotiate, execute and deliver definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Financing Commitment (and promptly provide copies of such executed and delivered definitive agreements to the Company), (4) fully pay when due any change and all commitment fees or modification ofother fees or amounts payable under the Debt Financing Commitment and (5) upon satisfaction of the conditions set forth in the Debt Financing Commitment, any agreement consummate the Debt Financing at or document that is effective prior to the Closing or that would be effective (including by enforcing its rights under the Debt Financing Commitment and, if necessary, taking enforcement action to cause the Debt Financing Sources and other Persons providing such Debt Financing to comply with their obligations under the Debt Financing Commitment and, subject to the terms and upon the satisfaction of the conditions of the Debt Financing Commitment, to fund such Debt Financing by the Closing does not occurDate). (b) From In the event any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Parent shall promptly notify the Company and after the date of this Agreement and shall use its reasonable best efforts through the earlier of the Effective Time Closing Date and the date on which this Agreement is terminated in accordance with Article VIIVIII to take, the Company shall, and shall or cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”)taken, including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing all actions and to the extent customarydo, consenting to the inclusion thereof in the Financing (such consent not or cause to be unreasonably withhelddone, conditioned all things necessary, proper or delayed); advisable to arrange and obtain alternative financing (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any “Alternative Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from the same or alternative sources on terms and against any and all losses, damages, claims, costs, expenses conditions not materially less favorable to Parent than those in the Debt Financing Commitment. Such Alternative Financing (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with any commitments therefor) (iX) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedshall not have any

Financing Cooperation. (a) The From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 7.1, in order to assist the Company in connection with any Permitted Financing, TortoiseCorp III shall, and Parent shall cooperate with each cause its Affiliates and use commercially reasonable efforts to cause its and such Affiliates’ respective officers, employees, attorneys, agents and other Representatives to, upon the reasonable request of the Company, (a) promptly provide all documentation and other information required with respect to TortoiseCorp III and/or the Public Shareholders by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and a customary actions for transactions of this type that are beneficial ownership certification, in each case, as reasonably requested by Parent any financing source in connection with such Permitted Financing and to be taken by the extent reasonably available or accessible to TortoiseCorp III and (b) provide customary cooperation to the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none arrangement, implementation and consummation of such Permitted Financing. For the avoidance of doubt, the Company’s ability to consummate any Permitted Financing and TortoiseCorp III’s compliance with this Section 5.20(a) shall not be construed as conditions to the consummation of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occurtransactions contemplated by this Agreement. (b) The Company shall promptly notify TortoiseCorp III of the details and descriptions of any Permitted Financing as such details become available and the Company agrees that the Transaction Share Consideration will not be adjusted or increased as the result of any equity issuances with respect to the Crossover Financing. (c) From and after the date of this Agreement and through hereof until the earlier of the Effective Time Closing Date or the termination of this Agreement pursuant to Section 7.1, TortoiseCorp III may, but shall not be required to, enter into financing agreements (any such agreements, the “Financing Agreements” and the date on which this Agreement is terminated in accordance with Article VIIfinancing contemplated by such Financing Agreements, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Transaction Financing”), including (i) providing on such terms as TortoiseCorp III and the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing shall agree (such consent agreement not to be unreasonably withheld, conditioned or delayed); ) and, if requested by TortoiseCorp III, the Company shall, and (iv) providing Parent and shall cause its Representatives to, reasonably cooperate with TortoiseCorp III in connection with such information regarding Financing Agreements (including having the Company’s business, senior management participate in any investor meetings and making available such personnel, roadshows as Parent reasonably requested by Purchaser). Such Financing Agreements may reasonably request in order to assist Parent in connection include non-redemption agreements from existing Public Shareholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any activities relating to any Financinginvestors. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of Purchaser and the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use their commercially reasonable efforts to disclose such information consummate the Transaction Financing in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection accordance with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the FinancingAgreements. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The From the date hereof until the Closing, Seller shall provide, shall cause the Company and Parent the Transferred Subsidiaries (collectively, the “Company Group”) to provide, and shall cooperate with use reasonable best efforts to cause each other of their Representatives to provide, at Buyer’s sole cost and expense, all customary cooperation reasonably requested by Buyer to assist Buyer and its Affiliates with respect to customary actions for transactions the arrangement of this type that are the Debt Financing or any other debt securities, loan financing or other debt or equity financing pursued by Buyer or any of its Affiliates in lieu of all or a portion of the Debt Financing (to the extent permitted hereunder) (any such financing, “Permanent Financing”), including (i) reasonably assisting in the preparation for, and causing members of senior management of the Business to participate in, a reasonable number of lender or investor marketing meetings, road shows, presentations, drafting sessions, and calls and a reasonable number of other due diligence sessions with prospective lenders, underwriters, initial purchasers or other investors and sessions with ratings agencies, in each case, in connection with the Debt Financing or any Permanent Financing and with reasonable advance notice and during normal business hours, (ii) (x) providing all information regarding Seller, the Company Group and the Business required by bank regulatory authorities under applicable “know your customer”, anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, in each case, at least three (3) Business Days prior to the Closing Date if requested by Buyer in writing at least ten (10) Business Days prior to the Closing Date, (y) providing any financial information to the extent readily available and reasonably requested by Parent Buyer or the Financing Sources that is required to consummate the Debt Financing or any Permanent Financing, and (z) providing such other customary and readily available information with respect to the Company and the Transferred Subsidiaries as is reasonably requested by Buyer or the Financing Sources in connection with the due diligence of the Financing Sources or the preparation of definitive documentation for the Debt Financing or any Permanent Financing, (iii) providing reasonable assistance, including providing reasonable information and materials with respect to the Company and the Transferred Subsidiaries to Buyer and the Financing Sources to be taken used in the preparation of customary lender and investor presentations, rating agency presentations, bank information memoranda and similar customary marketing material, confidential offering memoranda, prospectuses and prospectus supplements and other similar offering documents for the Debt Financing or any Permanent Financing, including customary authorization letters authorizing the distribution of information to prospective lenders or investors; provided that any such authorization letters shall contain customary language which shall exculpate Seller and its Representatives and Affiliates with respect to any liability related to or responsibility for the contents of such information or related offering and marketing materials by the recipients thereof, (iv) causing the Company Group to facilitate the taking of all reasonable and customary corporate action, limited liability company action or other organizational action, as applicable, subject to the occurrence of the Closing, necessary to permit and/or authorize the consummation of the Debt Financing or any Permanent Financing, (v) causing the Company Group to reasonably facilitate any guarantees by the Company Group in connection with the Debt Financing or its Subsidiaries any Permanent Financing, as may be reasonably requested by Buyer (provided that no obligation under any document or agreement with respect thereto will take effect until the Closing), (vi) obtaining customary accounting consent or comfort letters and other similar customary items reasonably requested by Buyer, including, if requested, the consent of the Company’s outstanding debt securitiesindependent auditors for the Business to the inclusion of their audit reports with respect to the applicable audited annual financial statements of the Business in any registration statement of Buyer filed with the Securities and Exchange Commission, the Company Credit Agreement if any, relating to any Permanent Financing and causing such independent accountants to provide customary comfort letters (or commitment letters in respect of bank or institutional loansincluding “negative assurance” comfort, if appropriate) in connection with any offering to the Mergerapplicable underwriters, initial purchasers or placement agents and (vii) providing Buyer with reasonable assistance in connection with Buyer’s preparation of pro forma financial statements to the extent required for any Debt Financing or Permanent Financing that comply with the applicable rules and regulations of the SEC, including (if required for such Debt Financing or Permanent Financing) the requirements of Regulation S-X; provided that none of nothing in this Agreement (including this Section 5.18) will require any such cooperation or action to the Companyextent that it would (A) create an obligation to provide any financial statements not contemplated in Section 5.12 (and Seller’s obligation to deliver financial statements (including the timing thereof) shall be governed solely by Section 5.12), (B) require Seller or its Subsidiaries or any of their respective officers, directors, managers, employees, advisors, accountants, consultants, auditors, agents or other Representatives shall be required to execute or deliver, pay (or agree to pay) any change commitment or modification other fee, provide any indemnities or incur any liability or other obligation under the Debt Financing or any Permanent Financing prior to the Closing, (C) require Seller or its Subsidiaries or any individual who is a member of the board of directors (or other similar governing body) of Seller or its Subsidiaries to pass resolutions or consents to approve, or authorize the execution of, the Debt Financing or any agreement Permanent Financing or document any definitive documentation related thereto prior to the Closing Date, (D) require Seller or its Subsidiaries to enter into any Contract with respect to the Debt Financing or any Permanent Financing that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur. occur (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives other than customary authorization letters reasonably acceptable to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated Seller required in connection with the transactions contemplated by Debt Financing), (E) impose any personal liability on the officers, directors, managers, employees, advisors, accountants, consultants, auditors, agents or other representatives of Seller or its Subsidiaries, (F) unreasonably interfere with the operation of the business of Seller or its Subsidiaries, (G) cause any representation or warranty in this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to be breached by Seller or its Subsidiaries or require any waiver or amendment of the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and this Agreement or any Material Contract to which Seller or its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customaryis a party, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (ivH) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection conflict with the Financing or any other action contemplated by this Section 5.18, (i) none organizational documents of the Company Seller or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; Law, (iiI) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets contravention of, or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information that could result in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or a default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company Material Contract to which Seller or its Subsidiaries is party or by which it is bound, (J) provide access to or disclose information that Seller or its Subsidiaries reasonably determines would jeopardize any attorney-client or similar privilege of Seller or such Subsidiaries, (K) require Seller or its Subsidiaries to provide any solvency or other similar certificate of its chief financial officer or similar representative prior to the Closing Date, (L) require Seller or its Subsidiaries to provide or prepare any projections or pro forma financial statements (it being understood that Seller shall use reasonable best efforts to provide reasonable assistance in Buyer’s preparation of pro forma financial statements as set forth in clause (vii) above) and (M) require Seller, its Subsidiaries or any Representative thereof to deliver or cause to be delivered any opinion of counsel in connection with the Debt Financing or any Permanent Financing. Notwithstanding anything to the contrary herein, the failure of Seller to comply with this Section 5.18 shall not give rise to the failure of a condition precedent set forth in Section 7.2(b) or termination right pursuant to Section 8.1(c) unless Buyer fails to obtain the Debt Financing or the Permanent Financing as a result of the material breach of the obligations of Seller or any of its Subsidiaries or Representatives to comply with its obligations under this Section 5.18. (b) Seller and the Company Group hereby consent to the use of their logos in connection with the Debt Financing or any Permanent Financing prior to the Closing Date; provided that such logos are used solely in a manner that is not intended or reasonably likely to (i) harm or disparage Seller or its Subsidiaries or their reputation, goodwill or marks, (ii) otherwise materially adversely affect Seller or any of its Subsidiaries or (iii) in any manner, violate any existing contractual obligations of Seller or any of its Subsidiaries. (c) Notwithstanding any other provision set forth herein or in any other agreement between Seller and Buyer (or their respective Affiliates), Seller and the Company Group agree that (i) Buyer and its Affiliates may share any confidential information with respect to Seller, the Company Group and the Business with any Financing Sources, and that Buyer and their respective Affiliates and such Financing Sources may share such information with potential Financing Sources in connection with any marketing efforts with respect to the Debt Financing or any Permanent Financing or any offering documents referred to in Section 5.18(a)(iii) used in Rule 144A for life offerings of debt securities; provided that the recipients of such information and any other confidential information contemplated to be provided by Seller and the Company Group or any of their respective Representatives shall be required Affiliates pursuant to take any action that would cause this Section 5.18, agree to customary confidentiality arrangements, including “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda and (ii) Buyer and its Affiliates may disclose information relating to the Business or the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior Group to the Effective Timeextent reasonably required (in the good faith judgment of Buyer) to be included in any document or offering document referred to in Section 5.18(a)(iii) used in a public offering of securities constituting Permanent Financing; provided, shall be that Seller has consented to such disclosure and has been given an issuer or other obligor with respect opportunity to the Financingreview and comment on such information. (d) Parent shall Buyer will (1) reimburse Seller and its Subsidiaries on an as-incurred basis for any reasonable and documented out-of-pocket costs or expenses incurred or otherwise payable by Seller or its Subsidiaries in connection with their cooperation or efforts pursuant to Section 5.12(d) and this Section 5.18 and (2) indemnify, defend, defend and hold harmless the CompanySeller, its Subsidiaries and Subsidiaries, their respective Representatives (Affiliates and Representatives, and the “Section 5.18 Indemnified Parties”) successors and assigns of each of the foregoing Persons from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees)expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent cooperation or efforts pursuant to Section 5.12(d) and this Section 5.18 or otherwise in complying with their obligations in connection with the Preferred Redemption, arrangement of the Debt Financing or Permanent Financing (iiincluding actions taken in accordance with Section 5.12(d) and this Section 5.18) or any information utilized in connection therewith (other than information providedtherewith, except to the extent that any of the foregoing arises from the gross negligence, material breach or willful misconduct of Seller, its Subsidiaries, their respective Affiliates and Representatives, in each case as determined by a court of competent jurisdiction in a final and non-appealable decision.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect Subject to customary actions for transactions Section 6.15(b), prior to Closing or termination of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIAgreement, the Company shall, and shall cause each of its the Company’s Subsidiaries to, and shall use its and their commercially reasonable best efforts to, and to cause its and their Representatives respective officers, directors (or equivalent managers), employees, accountants, consultants, legal counsel and agents and other representatives to, use commercially reasonable efforts to provide, after a request from Parent or any of its Representatives to do so, on a timely basisat Parent’s sole cost and expense, such customary assistance and cooperation as is Parent may reasonably request in connection with Parent obtaining any Debt Financing to finance the transactions contemplated by this Agreement, including by using commercially reasonable efforts to: (i) reasonably assist Parent in the preparation of marketing and syndication documentation with respect to the Parent’s Debt Financing as may be reasonably requested by Parent and as are customary for a financing of such type; (ii) assist with the pledging of, and granting of security interests in, the collateral of the Company or the Company’s Subsidiaries in connection with Parent’s Debt Financing (which will only be effective at Closing); (iii) facilitate the taking of corporate (or equivalent) actions by the Company or its Subsidiaries as may be reasonably necessary to assist permit the consummation of the Parent’s Debt Financing on the Closing Date and to permit the proceeds thereof to be made available to Parent as of the Closing Date; it being understood and agreed that (i) no such corporate or other action will take effect prior to the Closing and (ii) no Persons other than Persons who are directors or equivalent members of the Company Board or equivalent governing bodies of the Company or its Subsidiaries from and after the Effective Time shall be required to approve or execute such approvals; and (iv) at least four business days prior to the Closing Date (or such shorter timeframe as may be otherwise agreed), provide (i) all documentation and other information about the Company or its Subsidiaries as has been reasonably requested by Parent in writing to the arrangementCompany or its Subsidiaries at least eight business days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, syndication including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107- 56 (signed into law October 26, 2001), as amended, supplemented or modified from time to time) and consummation (ii) a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230. (b) Notwithstanding this Section 6.15, the Company and its Subsidiaries shall not be required to: (i) pay any commitment, consent or other similar fee, incur or reimburse any costs or expenses, incur any personal liability, or provide or agree to provide any indemnity in connection with Parent’s Debt Financing prior to the Closing for which the Company is not reimbursed or otherwise indemnified by the Parent; (ii) take any action or do anything that would: (A) contravene any applicable Legal Requirement or its organizational documents or (B) contravene any of bank the Material Contracts; (iii) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or capital markets similar non-financial proprietary information or institutional debt financing transactions anticipated violate any obligations of the Company, its Subsidiaries or any other Person with respect to confidentiality or could result in the loss of or jeopardize any attorney-client privilege, attorney work product protections or similar protections; (iv) waive or amend any terms of this Agreement or cause any representation or warranty in this Agreement to be consummated breached or cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement; (v) deliver any certificate or opinion or take any other action pursuant to this Section 6.15 that would or would reasonably be expected to result in personal liability to the Company or its Subsidiaries; (vi) provide cooperation that involves any binding commitment or agreement or instrument by the Company or its Subsidiaries (or commitment or agreement which becomes effective prior to the Closing) which is not conditional on the Closing and does not terminate without liability to the Company or its Subsidiaries upon the termination of this Agreement; (vii) prepare any financial statements or information that are not reasonably available to it and prepared in the ordinary course of its financial reporting practice (including pro forma financial statements and projections); (viii) take any action in connection with this Section 6.15 that would interfere unreasonably with the business or operations of the Company or its Subsidiaries; (ix) cause any director, officer, employee or other Representative of the Company or its Subsidiaries to incur any actual or potential personal Liability or breach any fiduciary duty; (x) change any fiscal period; (xi) require the Company or its Subsidiaries to provide any solvency or other similar certificate of its chief financial officer or similar officer; and (xii) require the Company, its Subsidiaries or any Representative thereof to deliver or cause to be delivered any opinion of counsel, reliance letters or any certificate, comfort letter or similar deliverable in connection with the Parent Debt Financing (other than customary authorization letters in connection with any confidential information memorandum in connection with the debt financing). In addition, notwithstanding this Section 6.15, the board of directors of the Company or its Subsidiaries shall not be required to approve or adopt any Debt Financing effective prior to the Closing. (c) Parent acknowledges and agrees that, prior to the Closing, the Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that Parent may raise in connection with the transactions contemplated by this Agreement (the “including Parent’s Debt Financing”) or any cooperation provided pursuant to Section 6.15(a), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) Representatives, from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties losses suffered or incurred by any of them in connection with (i) Parent’s Debt Financing or any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) alternative financing and any information utilized in connection therewith (other than information providedtherewith.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect Prior to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securitiesClosing, the Company Credit Agreement (or commitment letters in respect shall use reasonable best efforts to provide to SPAC such reasonable cooperation as may be requested by SPAC and that is customary for financings of bank or institutional loans) the type contemplated in connection with the Merger; provided that none arrangement of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions Debt Financing contemplated by this Agreement (the “Financing”)Commitment Letter, including (i) providing participating (and using reasonable efforts to make the officers of the Company Reserve Reportsavailable to participate) in a reasonable number of meetings (including customary one-on-one meetings with the Debt Financing Sources and representatives of the Company), lease operating statements presentations, due diligence sessions, and production reports meetings with respect to prospective lenders or rating agencies in connection with the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing DateDebt Financing; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other SPAC financial statements, financial data and pertinent information regarding about the Company and its Subsidiaries of the type customarily required for the Debt Financing, in all cases as may be reasonably requested by Parent the Debt Financing Sources and that are reasonably available to consummate the Financing Company; (iii) furnishing at least five (5) Business Days prior to the Closing Date all documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 to the extent customaryreasonably requested by SPAC; (iv) obtaining customary evidence of authority, consenting customary officer’s certificates and customary insurance certificates and cooperating with SPAC’s legal counsel in connection with customary legal opinions; (v) obtaining and delivering to the inclusion thereof Debt Financing Sources at the Closing a certificate of the chief financial officer of the Company in a form reasonably required by the Debt Financing Sources with respect to solvency matters; (vi) executing and delivering and assisting in the preparation of one or more credit agreements, pledge and security documents, guarantees, mortgages and other definitive financing documents as may be reasonably requested by SPAC and taking of all corporation actions by the Company with respect to entering such definitive financing documents and otherwise necessary to permit consummation of the Debt Financing (including with respect to the grant of security) so long as such consent agreements and documents do not become effective prior to be unreasonably withheldthe Closing, conditioned or delayed)and furnishing such other information as is reasonably requested by SPAC to permit the consummation of the Debt Financing; and (ivvii) providing Parent assisting the Debt Financing Sources with their customary and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, reasonable due diligence in connection with the Financing Debt Financing; provided, that no obligation of the Company under any such definitive financing documents, including any pledge and security documents, shall be effective until the Closing Date; provided, further, that nothing herein shall require the Company to (A) take any action that would be effective prior to the Closing to the extent it would, in the Company’s reasonable judgment, interfere unreasonably with the business or any other action contemplated by this Section 5.18operations of the Company, (iB) none waive or amend any terms of this Agreement, (C) authorize, execute, and/or deliver any certificate, document or instrument pursuant to such Debt Financing that will be effective prior to the Closing, (D) take any action that would conflict with any applicable law, the organizational documents of the Company or its Subsidiaries result in the contravention of, or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational material contract to which the Company is a party or governing documents(E) prepare, assist in the preparation of, or otherwise provide (1) any information that is not in the possession of the Company or (2) any other information to the extent such disclosure (x) may result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (y) may violate any applicable law or Contracts; (ix) none any confidentiality obligation of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the FinancingCompany. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior Prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIITime, the Company shall, and shall use reasonable best efforts to cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from reasonably cooperate with Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “arrangement of any Third Party Financing”), including by taking the actions set forth on Exhibit 5.14; provided, that (i) providing the Company Reserve Reportsshall not be required to make any representation, lease operating statements and production reports warranty or certification as to which the Company has in its good faith determined that such representation, warranty or certification is not true, (ii) the Company shall not be required to become subject to any obligations or liabilities with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days such agreements or documents prior to the Closing Date; (ii) providing other financial statementsClosing, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent shall not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to provide cooperation under this Section 5.18 to the extent such requested action would reasonably be expected to interfere 5.14 that unreasonably interferes with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18Company, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall not be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other cost liability or expense for which it has not received simultaneous or obligation prior reimbursement orto the Closing, with respect to immaterial and (v) Parent shall, promptly upon request by the Company and receipt by Parent of documentation of all reasonable out-of pocket costs or expenses, for which it is not indemnified and expenses (including attorneys’ fees) incurred by or on behalf of Parent the Company in connection with such cooperation, reimburse the Financing or any other action contemplated by this Section 5.18 prior Company for such costs and expenses. (b) The Company hereby consents to the Effective Time; (v) none use of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information logos in connection with any Third Party Financing; provided, that such logos are used solely in a manner that is not intended to and is not reasonably likely to harm or disparage the Company. (c) The Company shall use its reasonable best efforts to supplement any information required to be provided to any Third Party Financing or any other action contemplated by Sources under this Section 5.18, 5.14 on a reasonably current basis to the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except extent that such person shall use commercially reasonable efforts to disclose any such information in a way that would contains any material misstatement of fact or omits to state any material fact necessary to make such information not jeopardize such privilegematerially misleading. (d) All non-public or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial other confidential information in a form not customarily prepared provided by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries Representatives pursuant to breach this Agreement shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub shall be permitted to disclose such information to any representationThird Party Financing Sources or prospective Third Party Financing Sources and other financial institutions and investors that are or may become parties to the Financing Letters or the Limited Guarantor Investment Letter, warrantyor to their respective counsel and auditors, covenant or agreement in this Agreement; (x) none of each case, to the Company or its Subsidiaries or extent subject to customary confidentiality arrangements for use by any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative them of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them such information in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedThird Party Financing.

Financing Cooperation. (a) The Company shall (and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or cause its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loansto) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required provide to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shallParent, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, to cause representatives of the Company and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives Subsidiaries to do soprovide to Parent, on a timely basis, such customary assistance and all cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt Parent’s financing transactions anticipated to be consummated sources in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested arrangement by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing or Merger Sub of any debt financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent provided that such requested action would reasonably be expected to cooperation does not unreasonably interfere unreasonably with the ongoing business or operations of the Company or its Subsidiaries) incurred in connection with the transactions contemplated hereunder (including the marketing efforts in connection therewith) and the repayment of the indebtedness listed on Schedule 3.5 and any other existing indebtedness of the Company and its Subsidiaries; Subsidiaries as may be reasonably requested by Parent, including by: (i) furnishing Parent and its financing sources as promptly as reasonably practicable with such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or Parent’s financing sources, including (x) access to and cooperation with the Company’s accountants and (y) providing the Company’s audited consolidated financial statements consisting of the consolidated balance sheets of Holdings as of December 31, 2016 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2016 as promptly as practicable after the date hereof, and in no event later than February 28, 2017, (ii) none using reasonable best efforts to permit Parent’s financing sources and other prospective lenders to evaluate the Company’s current assets, cash management and accounting system, policies and procedures relating thereto for the purpose of establishing collateral arrangements as of the Closing, (iii) reasonably cooperating with Parent’s financing sources and their respective agents with respect to their due diligence, including by giving access to documentation reasonably requested by persons in connection with capital markets transactions, (iv) furnishing Parent and Parent’s financing sources promptly with all documentation and other information required by any Governmental Authority with respect to any debt financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and in any event at least five (5) days prior to the Closing Date, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all existing indebtedness of the Company or any of its subsidiaries contemplated to be paid off, discharged and satisfied and/or terminated on the Closing Date, (vi) facilitating the execution and delivery at the Closing of definitive documents related to any debt financing and the pledging of collateral at the Closing and (vii) assisting Parent in the satisfaction of conditions precedent set forth in any debt financing to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company or its Subsidiaries. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the syndication or marketing of any debt financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the Company, its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that marks. (Ab) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none None of the Company or any of its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost liability prior to the Closing Date. Notwithstanding anything to the contrary in this Section 6.8, nothing herein shall require the Selling Stockholders, the Company or expense for which it has not received simultaneous any of their or prior reimbursement orits Subsidiaries, with respect to immaterial costs as applicable to: (i) have any liability or expensesobligation under any loan agreement and related documents, for which it is not indemnified by unless or on behalf of Parent until the Closing occurs; (ii) incur any obligation or execute any agreement (other than authorization letters in connection with the Financing financing or any other action contemplated by this Section 5.18 syndication efforts) that would be effective prior to the Effective Time; ; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose take any action that will (x) conflict with or provide violate any information in connection with the Financing Laws or any other action contemplated by this Section 5.18such Person’s organizational documents, the disclosure of which, (y) result in the reasonable good faith judgment of the Companycontravention of, is restricted by Contract with an unaffiliated third party or applicable law, is subject that would reasonably be expected to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information result in a way that would not jeopardize violation or breach of, or a default under, any Contract to which such privilegePerson is a party, or (z) or would result in the disclosure of any trade secrets secrets; or (iv) adopt resolutions or execute consents to approve or authorize the violation execution any financing prior to the Closing (except that directors and officers of any confidentiality obligation; (vi) none Subsidiaries of the Company may sign resolutions or its Subsidiaries or any of their respective Representatives consents that do not become effective until the Closing to the extent that they shall be required remain directors and/or officers after giving effect to prepare or deliver any financial information in a form not customarily prepared the Closing). (c) Parent shall (i) promptly, upon request by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of Company, reimburse the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated for all reasonable out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none connection with the cooperation of the Company or and its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; contemplated by this Section 6.8 and (xiii) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives (representatives and Stockholder Representative from, against and in respect of any Losses , imposed on, sustained, incurred or suffered by, or asserted against, any of them, directly or indirectly relating to, arising out of or resulting from the “Section 5.18 Indemnified Parties”) from and against arrangement of any and all lossesdebt financing by Parent, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent other cooperation pursuant to this Section 5.18 or 6.8, and/or the Preferred Redemption, (ii) any provision of information utilized in connection therewith to the fullest extent permitted by applicable Law, except to the extent such Losses arise out of fraud or intentional misrepresentation of the Company or any of its Subsidiaries. (other than information providedd) Parent acknowledges and agrees that obtaining debt financing is not a condition to the Closing. In the event the Debt Financing has not been obtained, Parent will continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in ARTICLE VII, to consummate the Closing.

Financing Cooperation. (a) The Prior to the Closing, Seller and the Company shall use commercially reasonable efforts to provide, and Parent shall cooperate with each use their commercially reasonable efforts to cause their respective Subsidiaries, officers, employees, agents, auditors and other with respect Representatives to customary actions for transactions of this type that are provide, at Buyer’s expense, all cooperation reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) Buyer in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required any financing related to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Buyer Financing”); provided, including that (i) providing the Company Reserve Reports, lease operating statements and production reports with respect nothing herein shall require such cooperation to the Company Oil and Gas Interests evaluated in extent it would interfere unreasonably with the Company Reserve Reports for the fiscal year ended December 31business or other operations of Seller, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (ivii) providing Parent and its Representatives such information regarding the Company’s businessneither Seller, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives Subsidiaries shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Buyer Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; Closing or (vB) none incur any other Liability in connection with the Buyer Financing prior to the Closing, in each case, for which Seller, the Company and their respective Subsidiaries are not entitled to reimbursement and indemnification by Buyer pursuant to the last sentence of this Section 5.15, (iii) no personal liability shall be imposed on any of the Representatives of Seller, the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information Subsidiaries in connection with the Buyer Financing or any other action contemplated by this Section 5.18and (iv) neither Seller, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives Subsidiaries shall be required to prepare enter into or deliver approve any financial information in a form not customarily prepared Buyer Financing or any definitive agreement or enter into any instrument, document or certificate for the Buyer Financing that would be effective prior to the Closing. Buyer shall (x) promptly upon request by Seller, reimburse Seller and its Affiliates, the Company or and their respective Subsidiaries for all reasonable and documented out-of-pocket fees and expenses of Seller and its Subsidiaries in Affiliates (including, prior to Closing, the ordinary course Company and its Subsidiaries) and all reasonable and documented fees and expenses of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter outside representatives incurred in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict withsuch requested cooperation, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xiy) none of the Company or indemnify and hold harmless Seller and its SubsidiariesAffiliates (including, prior to Closing, the Effective TimeCompany and its Subsidiaries), shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and Representatives, against any and all lossesclaim, damagesloss, claimsdamage, costsinterest, expenses injury, Liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including reasonable attorneys’ fees), interest, awards, judgments fees and penalties suffered expenses of outside representatives) or settlement payment incurred by them in connection with (i) any action taken by them at the request as a result of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) such cooperation and any information utilized in connection therewith (including any claim by or with respect to any such lenders, prospective lenders, agents and arrangers and rating agencies) (other than information providedprovided by Seller, the Company and their respective Subsidiaries) except to the extent arising from the gross negligence, willful misconduct or bad faith of Seller or any of its Affiliates (including, prior to the Closing, the Company and its Subsidiaries) or their respective Representatives, it being understood that no such fees, expenses, claims, losses, damages, interest, injuries, Liabilities, judgments, awards, penalties, fines, Taxes, costs (including costs of investigation) or settlement payments incurred by Seller and its Affiliates (including, prior to the Closing, the Company and its Subsidiaries) pursuant to this Section 5.15 shall constitute Transaction Expenses for any purpose hereunder.

Financing Cooperation. (a) The From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 7.1, in order to assist the Company in connection with any Permitted Financing, TortoiseCorp III shall, and Parent shall cooperate with each cause its Affiliates and use commercially reasonable efforts to cause its and such Affiliates’ respective officers, employees, attorneys, agents and other Representatives to, upon the reasonable request of the Company, (i) promptly provide all documentation and other information required with respect to TortoiseCorp III and/or the Public Shareholders by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and a customary actions for transactions of this type that are beneficial ownership certification, in each case, as reasonably requested by Parent any financing source in connection with such Permitted Financing and to be taken by the extent reasonably available or accessible to TortoiseCorp III and (ii) provide customary cooperation to the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none arrangement, implementation and consummation of such Permitted Financing. For the avoidance of doubt, the Company’s ability to consummate any Permitted Financing and TortoiseCorp III’s compliance with this Section 5.20(a) shall not be construed as conditions to the consummation of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occurtransactions contemplated by this Agreement. (b) The Company shall promptly notify TortoiseCorp III of the details and descriptions of any Permitted Financing as such details become available and the Company agrees that the Transaction Share Consideration will not be adjusted or increased as the result of any equity issuances with respect to the Crossover Financing. (c) From and after the date of this Agreement and through hereof until the earlier of the Effective Time Closing Date or the termination of this Agreement pursuant to Section 7.1, TortoiseCorp III may, but shall not be required to, enter into financing agreements (any such agreements, the “Financing Agreements” and the date on which this Agreement is terminated in accordance with Article VIIfinancing contemplated by such Financing Agreements, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Transaction Financing”), including (i) providing on such terms as TortoiseCorp III and the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing shall agree (such consent agreement not to be unreasonably withheld, conditioned or delayed); ) and, if requested by TortoiseCorp III, the Company shall, and (iv) providing Parent and shall cause its Representatives to, reasonably cooperate with TortoiseCorp III in connection with such information regarding Financing Agreements (including having the Company’s business, senior management participate in any investor meetings and making available such personnel, roadshows as Parent reasonably requested by TortoiseCorp III). Such Financing Agreements may reasonably request in order to assist Parent in connection include non-redemption agreements from existing Public Shareholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any activities relating to any Financinginvestors. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of TortoiseCorp III and the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use their commercially reasonable efforts to disclose such information consummate the Transaction Financing in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection accordance with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the FinancingAgreements. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Prior to Effective Time, the Company will, and will cause its Subsidiaries to, and will use reasonable best efforts to cause the Representatives of the Company and its Subsidiaries to, provide to Parent, at Parent’s expense, such cooperation as may be reasonably and customarily requested by Parent in connection with obtaining the Debt Financing no later than the Closing Date, which reasonable best efforts shall cooperate include, but not be limited to: (i) participation in, and assistance with, as applicable, the Marketing Efforts related to the Debt Financing; provided, any meetings or conference calls shall be at times and locations to be mutually agreed; (ii) furnishing to Parent the Financing Information and assisting Parent with each other Parent’s preparation of pro forma and projected financial information; provided, the Company shall not be responsible for the preparation of such pro forma and/or projected financial information which shall be prepared solely by the Parent and the Company shall have no liability with respect to customary actions such information prepared by the Parent; (iii) assisting Parent in obtaining corporate and facilities ratings in connection with the Debt Financing required by Section 3(d) of the Debt Commitment Letter; provided that any meetings, presentations, conference calls or other required activities in connection therewith shall be scheduled for transactions of this type that times and at location’s to be mutually agreed; (iv) upon reasonable request, identifying any material non-public information contained in the Marketing Materials with respect to the Company; (v) delivering such due diligence materials as are reasonably available to it without undue burden or expense and as are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) and customarily delivered in connection with the MergerMarketing Materials; (vi) assisting in the negotiation, execution and delivery of definitive financing documents, including credit agreements, guarantee and collateral documents, customary closing certificates, perfection certificates and any schedules thereto as may be required by the Financing Sources and other customary documents as may be reasonably requested by Parent; provided, that such documents be effective only upon Closing and that the Company shall have no liability with respect to such documents prior to the Closing; and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing; provided that none of the Company, boards of directors (or equivalent bodies) of the Company or its Subsidiaries or their Representatives shall be required to execute enter into any resolutions or deliver, or agree to any change or modification of, any agreement or document that is effective prior to take similar action approving the Debt Financing until the Closing or that would be effective if the Closing does not occurhas occurred. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the The Company shallwill, and shall will cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives provide to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including Parent: (i) providing if any Indebtedness remains outstanding as of the Company Reserve ReportsClosing, lease operating statements and production reports a customary payoff letter with respect to such Indebtedness, from each holder of such outstanding Indebtedness (A) indicating the Company Oil and Gas Interests evaluated in amount required to discharge such Indebtedness at Closing and/or releasing the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms obligations of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested thereunder, and (B) if such Indebtedness is secured by Parent any liens, agreeing to consummate release such liens upon receipt of the Financing and payoff amount; and (ii) Customary KYC Information at least three (3) Business Days prior to the Closing Date to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding was requested in writing at least ten (10) Business Days prior to closing in accordance with the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreementdefinition of Customary KYC Information. (c) Notwithstanding anything to the contrary set forth in this Section 5.185.21 to the contrary, in connection with the Financing or any other action contemplated by this Section 5.18, nothing herein will require (i) none such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business result in undue burden or operations of the Company and its Subsidiaries; expense, (ii) none delivery of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries any financial information with respect to a fiscal period that has not yet ended, or for which the applicable quarterly or annual report has not been filed with the SEC or delivery of projections, (iii) delivery of any legal opinions or solvency certificate, or (iv) the taking of any action that would conflict with or violate (x) the Company Organizational Documents, or result in the ordinary course of their business and not readily available to it; (vii) none of the Company contravention of, or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any a violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational material written agreement, Contract, subcontract, lease, license understanding, instrument, note, bond, mortgage, indenture, option, warranty, insurance policy, benefit plan or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required other legally binding commitment to take any action that would cause which the Company or any of the its Subsidiaries to breach is a party, in each case that are not contingent upon the Effective Time or (y) any representation, warranty, covenant or agreement applicable Laws. (d) Notwithstanding anything in this Agreement; (x) none of Section 5.21 to the contrary, neither the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or nor any of its Subsidiaries will be required to incur (i) prior to the Effective Time, bear any personal liability; and out-of-pocket cost or expense that is not reimbursed pursuant to this Section 5.21 or pay any fee in connection with the Debt Financing, or (xiii) none of enter into any agreement or commitment that would be effective prior to the Effective Time. Furthermore, Parent will, promptly upon request by the Company, reimburse the Company or for all reasonable out-of-pocket costs and expenses (including fees and expenses of counsel) incurred by the Company, any of its SubsidiariesSubsidiaries and its and their respective Representatives, in connection with their respective obligations pursuant to this Section 5.21. Parent will, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless the Company, any of its Subsidiaries and its and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments Liabilities and penalties Damages suffered or incurred by any of them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) Debt Financing and any information utilized in connection therewith (other than information therewith. The Company hereby consents to the use of all of its and its Subsidiaries’ names and logos in connection with the Debt Financing; provided, that such names and logos are used solely in the matter that is not intended, or reasonably likely, to harm or disparage the Company or its Subsidiaries or the reputation or the goodwill of the Company or its Subsidiaries.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect Subject to customary actions for transactions Section 6.15(b), prior to Closing or termination of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIAgreement, the Company shall, and shall cause each of its the Company’s Subsidiaries to, and shall use its and their commercially reasonable best efforts to, and to cause its and their Representatives respective officers, directors (or equivalent managers), employees, accountants, consultants, legal counsel and agents and other representatives to, use commercially reasonable efforts to provide, after a request from Parent or any of its Representatives to do so, on a timely basisat Parent’s sole cost and expense, such customary assistance and cooperation as is Parent may reasonably request in connection with Parent obtaining any Debt Financing to finance the transactions contemplated by this Agreement, including by using commercially reasonable efforts to: (i) reasonably assist Parent in the preparation of marketing and syndication documentation with respect to the Parent’s Debt Financing as may be reasonably requested by Parent and as are customary for a financing of such type; (ii) assist with the pledging of, and granting of security interests in, the collateral of the Company or the Company’s Subsidiaries in connection with Parent's Debt Financing (which will only be effective at Closing); (iii) facilitate the taking of corporate (or equivalent) actions by the Company or its Subsidiaries as may be reasonably necessary to assist permit the consummation of the Parent’s Debt Financing on the Closing Date and to permit the proceeds thereof to be made available to Parent as of the Closing Date; it being understood and agreed that (i) no such corporate or other action will take effect prior to the Closing and (ii) no Persons other than Persons who are directors or equivalent members of the Company Board or equivalent governing bodies of the Company or its Subsidiaries from and after the Effective Time shall be required to approve or execute such approvals; and (iv) at least four business days prior to the Closing Date (or such shorter timeframe as may be otherwise agreed), provide (i) all documentation and other information about the Company or its Subsidiaries as has been reasonably requested by Parent in writing to the arrangementCompany or its Subsidiaries at least eight business days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, syndication including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended, supplemented or modified from time to time) and consummation (ii) a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230. (b) Notwithstanding this Section 6.15, the Company and its Subsidiaries shall not be required to: (i) pay any commitment, consent or other similar fee, incur or reimburse any costs or expenses, incur any personal liability, or provide or agree to provide any indemnity in connection with Parent’s Debt Financing prior to the Closing for which the Company is not reimbursed or otherwise indemnified by the Parent; (ii) take any action or do anything that would: (A) contravene any applicable Legal Requirement or its organizational documents or (B) contravene any of bank the Material Contracts; (iii) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or capital markets similar non-financial proprietary information or institutional debt financing transactions anticipated violate any obligations of the Company, its Subsidiaries or any other Person with respect to confidentiality or could result in the loss of or jeopardize any attorney-client privilege, attorney work product protections or similar protections; (iv) waive or amend any terms of this Agreement or cause any representation or warranty in this Agreement to be consummated breached or cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement; (v) deliver any certificate or opinion or take any other action pursuant to this Section 6.15 that would or would reasonably be expected to result in personal liability to the Company or its Subsidiaries; (vi) provide cooperation that involves any binding commitment or agreement or instrument by the Company or its Subsidiaries (or commitment or agreement which becomes effective prior to the Closing) which is not conditional on the Closing and does not terminate without liability to the Company or its Subsidiaries upon the termination of this Agreement; (vii) prepare any financial statements or information that are not reasonably available to it and prepared in the ordinary course of its financial reporting practice (including pro forma financial statements and projections); (viii) take any action in connection with this Section 6.15 that would interfere unreasonably with the business or operations of the Company or its Subsidiaries; (ix) cause any director, officer, employee or other Representative of the Company or its Subsidiaries to incur any actual or potential personal Liability or breach any fiduciary duty; (x) change any fiscal period; (xi) require the Company or its Subsidiaries to provide any solvency or other similar certificate of its chief financial officer or similar officer; and (xii) require the Company, its Subsidiaries or any Representative thereof to deliver or cause to be delivered any opinion of counsel, reliance letters or any certificate, comfort letter or similar deliverable in connection with the Parent Debt Financing (other than customary authorization letters in connection with any confidential information memorandum in connection with the debt financing). In addition, notwithstanding this Section 6.15, the board of directors of the Company or its Subsidiaries shall not be required to approve or adopt any Debt Financing effective prior to the Closing. (c) Parent acknowledges and agrees that, prior to the Closing, the Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that Parent may raise in connection with the transactions contemplated by this Agreement (the “including Parent’s Debt Financing”) or any cooperation provided pursuant to Section 6.15(a), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) Representatives, from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties losses suffered or incurred by any of them in connection with (i) Parent’s Debt Financing or any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) alternative financing and any information utilized in connection therewith (other than information providedtherewith.

Financing Cooperation. (a1) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior Prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIITime, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts toto provide customary cooperation, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is may be reasonably requested by the Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements using its and production reports their reasonable best efforts with respect to the Company Oil and Gas Interests evaluated following items: (a) complying with the requirements under applicable Securities Laws to file audited consolidated financial statements prepared in the Company Reserve Reports for the accordance with GAAP in respect any fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other Effective Date and unaudited condensed interim consolidated financial statements, data, information and assistance and cooperation reasonably necessary for Parent statements prepared in each such case to prepare pro forma combined financials pursuant accordance with GAAP in respect any interim period ended prior to the terms of Effective Date, within the Commitment Letters; period prescribed by applicable Securities Laws; (iiib) providing other financial statements, financial data and furnishing to the Parent such information regarding the Company and its Subsidiaries as is reasonably requested in writing by the Parent in connection with the preparation of customary offering, rating agency and marketing documents (and any supplements thereto) with respect to the Financing (including a customary authorization letter by the chief financial officer (or other similar financial officer) of the Company in connection with confidential information memoranda authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding the Company or its Subsidiaries or their respective securities); (c) reasonably cooperating with customary due diligence processes (including accounting due diligence) as reasonably requested by the Parent or the Financing Entities, including participating in a reasonable number of due diligence sessions, and cooperating with the customary marketing efforts of the Parent as reasonably requested by the Parent, in each case, in connection with any Financing; (d) promptly furnishing Parent and the Financing Entities, at least three (3) Business Days prior to the Effective Time, with all documentation and other information about the Company and its Subsidiaries as is reasonably requested by Parent to consummate or the Financing Entities and required pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the requirements of 31 C.F.R. § 1010.230, to the extent customary, consenting requested in writing at least eight (8) Business Days prior to the inclusion thereof Effective Time; and (e) reasonably cooperating with the Parent’s legal counsels in connection with due diligence relating to the Financing (Investment Company Act of 1940 or the Constating Documents of the Company or its Subsidiaries required pursuant to any legal opinions that such consent not legal counsels may be required to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent deliver in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c2) Notwithstanding anything to the contrary set forth in this Section 5.184.14 and Section 4.15, in connection with neither the Financing or Company nor any other action contemplated by of its Subsidiaries shall, pursuant to this Section 5.18, 4.14 or Section 4.15: (ia) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action that would reasonably be expected to unreasonably interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries (it being understood that the use of reasonable best efforts by the Company, its Subsidiaries and representatives to take the actions specified in Section 4.14(1)(a) through (e) do not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries; ); (b) be required to (i) incur any fees, expenses or other liabilities prior to the Effective Time for which it is not previously or concurrently reimbursed or (ii) none become an issuer or an obligor with respect to the Financing prior to the Effective Time; (c) be required to cause any director, officer, member, partner, accountant, legal counsel, employee or other Representative of the Company or any of its Subsidiaries to take any action that would reasonably be expected to result in such Person incurring personal liability; (d) be required to waive or amend any terms of this Agreement; (e) be required to provide any information that, upon the advice of counsel, is subject to attorney-client privilege or is prohibited from being provided by applicable Law or any Material Contract existing as of the date hereof (provided, however, that the Company shall use its reasonable best efforts to provide an alternative means of disclosing or providing such information to the maximum extent permitted by Law or such contractual obligation or to the maximum extent that does not result in a loss of such legal privilege, as applicable), and in the event that the Company or any of their respective Representatives its Subsidiaries does not provide access or information in reliance on this clause, the Company shall provide notice to the Parent that information is being withheld; (f) be required to pass to, nor shall any of their directors, employees, officers, members, partners or managers be required to, adopt resolutions or consents to approve or authorize the execution of the agreements, documents and instruments pursuant to which the Financing is obtained or take any other action under this Section 5.18to execute, deliver or enter into, or execute perform any agreement, document or deliver instrument (other than customary authorization letters or as set forth in Section 4.15), including any certificatecredit or other agreements, documentguarantees, legal opinion, instrument pledge or agreement security documents or agree to any change or modification of any existing certificate, document, instrument or agreement certificates in connection therewithwith the Financing, in each case, that (A) is would be effective prior to the Effective Time Time, it being agreed that any such action, authorization, consent, approval, execution, delivery or that would performance will only be effective if required of the respective directors, employees, officers, members, partners or managers of the Company and its Subsidiaries who retain their respective positions as of, and immediately after, the Effective Time does not occur (except in each case with respect to customary authorization letters or as set forth in Section 4.15); (Bg) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed required to (or delivered, as applicable; (iiibe required to cause their Representatives to) none of the Company or its Subsidiaries or provide any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 indemnity prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense Time for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not otherwise concurrently indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; Parent; (vh) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose (or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of cause their business and not readily available to it; (viiRepresentatives to) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, violate any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative Constating Documents of the Company or any of its Subsidiaries to incur as in effect on the date hereof or any personal liability; and (xi) none of the Company or its Subsidiariesapplicable Law or, prior to the Effective Time, shall the contravention of any Material Contract to which the Company or its Subsidiaries is a party; (i) be an issuer required to (or be required to cause their Representatives to) take any actions that would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries or that would cause any condition set forth in Article 6 to fail to be satisfied (in each case unless the Parent waives such breach or failure prior to the Company or any of its Subsidiaries taking such action); or (j) be required to (or be required to cause their Representatives to) prepare or furnish (i) pro forma financial statements, (ii) any other financial statements (other than as set forth in Section 4.14(1)(a)) that are not prepared in the ordinary course of its financial reporting practice, on the time frame customarily prepared by the Company, (iii) projections or (iv) any prospectus, information memorandum, “bank book” or other obligor analogous document in connection with respect to the Financing. (d3) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by the Parent or Purchaser or their respective Representatives pursuant to this Section 4.14 from or on behalf of the Company shall indemnifybe kept confidential in accordance with the Confidentiality Agreement; provided that, defendnotwithstanding anything to the contrary herein or in the Confidentiality Agreement, such information may be disclosed, (i) to prospective lenders, underwriters, initial purchasers, dealer managers and hold harmless agents during syndication and marketing of the Financing that enter into confidentiality arrangements customary for financing transactions of the same type as the Financing (including customary “click-through” confidentiality undertakings) and (ii) on a confidential basis to rating agencies. (4) The Company hereby consents to the reasonable use of the Company’s and its Subsidiaries’ logos solely in connection with the marketing of the Financing for the transactions contemplated by this Agreement; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries. (5) Promptly upon written request by the Company, the Parent will reimburse the Company for any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and rating agencies’ fees) actually incurred by the Company, its Subsidiaries and their respective Representatives in connection with the cooperation contemplated by this Section 4.14 and Section 4.15 other than to the extent any such costs and expenses are incurred as a result of the gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives, or any such Person’s material breach of this Agreement, or with respect to any material misstatement or omission in information provided in writing hereunder by any of the foregoing Persons for use in connection herewith or with the Financing. (6) The Company, its Subsidiaries and its and their respective affiliates and Representatives will be indemnified and held harmless by the “Section 5.18 Indemnified Parties”) Parent from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ attorney’s fees), interest, awards, judgments judgments, penalties and penalties amounts paid in settlement suffered or incurred by them in connection with (i) any action taken by them at their cooperation in arranging the request of Parent Financing pursuant to this Section 5.18 or Agreement, the Preferred Redemption, (ii) any provision of information utilized in connection therewith (and the cooperation contemplated by Section 4.15, other than to the extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties are the result of the gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives, or any such Person’s material breach of this Agreement, or with respect to any material misstatement or omission in information providedprovided in writing hereunder by any of the foregoing Persons for use in connection herewith or with the Financing. This indemnification shall survive the termination of this Agreement. (7) This Section 4.14 sets forth the Company’s and its Subsidiaries’ sole obligations with respect to cooperation in connection with the arrangement of any financing (including the Financing) of the Parent or its affiliates related to the transactions contemplated by this Agreement. The Company and its Subsidiaries will be deemed to be in compliance with this Section 4.14 unless and until (A) Parent provides written notice (the “Non-Cooperation Notice”) to the Company of any alleged failure to comply, or action or failure to act which could be believed to be a breach of Section 4.14, (B) Parent includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which shall not require the Company to provide any cooperation that it would not otherwise be required to provide under Section 4.14) and (C) the Company fails to use reasonable best efforts to take the actions specified on such Non-Cooperation Notice within five (5) Business Days from receipt of such Non-Cooperation Notice.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company On or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; , Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain, or cause its Subsidiaries, as applicable, to consummate and obtain, the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter as promptly as practicable including using its, and causing their Subsidiaries to use their, reasonable best efforts to (i) maintain in full force and effect the Debt Commitment Letter (and to comply with their respective obligations thereunder) until the Closing, (ii) providing other financial statements, data, information timely (and assistance in any event by the Closing) negotiate and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant enter into definitive agreements with respect to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested facilities contemplated by Parent to consummate the Financing and to the extent customaryrequired under the Debt Commitment Letter on the terms and conditions set forth therein, consenting and (iii) satisfy or cause to be waived on a timely basis all conditions to funding applicable to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary Subsidiaries set forth in this Section 5.18the Debt Commitment Letter, or to the extent that the Debt Financing is contemplated to be an Increase (as defined in connection with the Financing Parent Credit Agreement), the Parent Credit Agreement, or any other action contemplated by this Section 5.18, such definitive agreements that are within their (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required Subsidiaries’) control and otherwise comply with its obligations thereunder. In furtherance and not in limitation of the foregoing, Parent undertakes not to take agree to (I) any action pursuant to this Section 5.18 to amendment without the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations consent of the Company and its Subsidiaries; (iix) none to the Debt Commitment Letter that would reduce the amount of the Company Debt Financing provided thereunder to an amount less than Parent would need, together with all other sources of funding available to them, to fund the Debt Financing Amounts by the Closing or its Subsidiaries or any of their respective Representatives shall be required (y) to pass resolutions or consents the conditions to approve or authorize the execution funding of the Debt Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information thereunder in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action manner that would reasonably be expected to conflict with, result in any violation prevent or breach of, impede or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none delay the consummation of the Company transactions contemplated hereby (collectively, the “Restricted Financing Letter Amendments”) or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause (II) the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none termination of the Company or its Subsidiaries or any of their respective Representatives shall be required Debt Commitment Letter to take any action that would the extent doing so could reasonably be expected to cause any director, officer, employee, shareholder prevent or Representative materially impede or delay the consummation of the Company transactions contemplated hereby, including the ability of Parent to timely pay amounts payable under or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of this Agreement; provided that, Parent pursuant to this Section 5.18 or the Preferred Redemptionmay replace, (ii) any information utilized in connection therewith (other than information providedamend, supplement

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by During the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after period from the date of this Agreement and through until the earlier of the Effective Time and Closing Date or the date on which termination of this Agreement is terminated in accordance with Article VIIits terms, the Company shallwill, and shall will cause each of its Subsidiaries Company Subsidiary to and will direct their respective management, officers and other representatives to, use its and their reasonable best efforts to, to provide cooperation and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “arrangement, syndication, negotiation and receipt of any Debt Financing”), including including: (i) providing furnishing Parent with reasonably available financial information (including historical financial statements for periods ending after the date of the Financial Statements) regarding the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated Subsidiaries as may be reasonably requested by Parent, (ii) providing reasonably available information to Parent to permit Parent to prepare any pro forma financial statements required to delivered in the Company Reserve Reports for the fiscal year ended December 31connection with any Debt Financing, 2018 and for each fiscal quarter thereafter ending (iii) so long as specifically requested at least 45 days ten (10) Business Days prior to the Closing Date; , furnish Parent at least three (ii3) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant Business Days prior to the terms Closing Date, with all reasonably available documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, (iv) upon reasonable prior notice and in reasonably convenient locations (or via telephonic meeting), make management of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its the Company Subsidiaries reasonably requested by Parent available to consummate participate in a reasonable number of meetings, lender presentations, rating agency presentations and due diligence sessions, (v) cooperating with the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities syndication process relating to any Debt Financing. All non-public , including assisting Parent and the Debt Financing Sources in the preparation of lender presentations, rating agency presentations, private placement memoranda, bank information exchanged pursuant memoranda and similar documents and delivering customary authorization letters to this Section 5.18 shall be subject such Debt Financing Sources in connection therewith, (vi) permitting the Debt Financing Sources and their representatives to examine, evaluate and assess the Company and the Company Subsidiaries, including their respective assets, cash management, borrowing base and accounting systems, policies and procedures related thereto, (vii) facilitating the obtainment of third party appraisals and field examinations and assisting in providing a reasonably detailed calculation of the borrowing base prior to the Confidentiality Agreement. Closing Date and facilitating the setting up of accounts and systems as required by any asset-based Debt Financing Sources and (cviii) Notwithstanding anything to directing officers of the contrary set forth in this Section 5.18, in connection with Company and the Financing or any other action contemplated by this Section 5.18, (i) none Company Subsidiaries who will be officers of the Company or its Subsidiaries or any of their respective Representatives shall be required Company Subsidiary after the Closing to take reasonable corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing (including executing and delivering at Closing any action pursuant to pledge and security documents, payoff letters, other definitive financing agreements, notes or documents, and officer’s certificates, solvency certificates and documents as reasonably requested by Parent); provided, however, that (x) no cooperation requested under this Section 5.18 to the extent such requested action would reasonably be expected to 6.17 shall unreasonably interfere unreasonably with the ongoing business or operations of the Company and its or the Company Subsidiaries; , (iiy) none no obligation of the Company or its and the Company Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, document or instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would shall be effective if until the Effective Time does not occur Closing (other than customary authorization or (B) would be inaccurate in light of the facts representation letters), and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of and the Company or its Subsidiaries or any of their respective Representatives shall not be required to pay any commitment or other similar fee or incur any other cost liability, execute or expense for which it has not received simultaneous deliver any certificate, document or prior reimbursement orinstrument, with respect to immaterial costs or expenses, for which it is not indemnified by prepare any financial statements or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any financial information in connection with the Financing or arrangement of any financing prior to the Closing other action contemplated by than customary authorization and representation letters and (z) no cooperation requested under this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person 6.17 shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of require any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by and the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected conflict with any applicable material Law or their respective Organizational Documents. The Company and the Company Subsidiaries consent to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any the customary and reasonable use of their respective organizational or governing documentslogos solely in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended, or any applicable law reasonably likely, to harm or Contracts; (ix) none disparage the Company and the Company Subsidiaries or their Affiliates or the reputation or goodwill of the Company or its and the Company Subsidiaries or any of their respective Representatives shall be required Affiliates. Notwithstanding the foregoing, it is understood and agreed by the Parent that receipt of third-party financing is not a condition to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none obligation of the Company or its Subsidiaries or any of their respective Representatives shall be required Parent to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of consummate the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the FinancingClosing. (db) Parent shall indemnifyshall, defendupon written request by the Company, promptly reimburse the Company and the Company Subsidiaries for all reasonable and documented out-of-pocket costs and expenses incurred by the Company and the Company Subsidiaries connection with such financing cooperation (other than in respect of the preparation of historical financial statements to the extent required to be included in the Company’s filings with the SEC) in connection with the arrangement of financing and any information used in connection therewith. Parent and the Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, its Subsidiaries Affiliates and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all Liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees)expenses, interest, awards, judgments and penalties suffered or actually incurred by any of them in connection with (i) the arrangement of any action taken debt financing arrangements contemplated by them at the request of Parent pursuant to this Section 5.18 6.17, except in the event such Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties arose out of or result from the Preferred Redemptionwillful misconduct, (ii) any information utilized in connection therewith (other than information providedgross negligence, bad faith of the Company, its Affiliates or their respective Representatives.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions From the Signing Date until the Closing, or the earlier termination of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securitiesAgreement, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company Seller shall, and shall cause each of its Subsidiaries the Company Group to, use and shall direct its and their reasonable best efforts to, and cause its and their respective Representatives to, provideat Purchaser’s sole cost and expense and at Purchaser’s reasonable request, after a request from cooperate in good faith with Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated Purchaser in connection with the transactions contemplated arrangement of any financing by this Agreement Parent or Purchaser in connection with the Transactions (the “Financing”), including . Such cooperation may include (i) providing the Company Reserve ReportsFinancing Information as promptly as reasonably practicable after Purchaser’s request therefor, lease operating statements and production reports with respect thereafter to provide any further Financing Information promptly upon the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Datereasonable request of Purchaser; (ii) providing other financial statementsreasonable assistance with respect to bank meetings, data, information due diligence sessions and assistance similar presentations to and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letterswith prospective lenders and rating agencies by conference call; (iii) providing reasonable assistance with the preparation of customary materials for rating agency presentations, bank information memoranda and other financial statementscustomary marketing and syndication materials necessary or appropriate in connection with the Financing; (iv) providing reasonable cooperation with Parent and the Financing Sources’ due diligence efforts; (v) directing, financial data and information regarding taking all reasonably requested actions to permit (including delivering customary authorization and representation letters) the present and former, as applicable, independent accountants for Seller and the Company Group to provide reasonable assistance to Parent and its Subsidiaries reasonably requested Purchaser in connection with the Financing consistent with their customary practice (including providing accountants’ comfort letters and consents from such independent accountants to the extent required by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof participating in the Financing (such consent not to be unreasonably withheld, conditioned or delayedcustomary due diligence calls in connection therewith); and (ivvi) following Purchaser’s reasonable written request, providing Parent to Parent, Purchaser and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject Financing Sources at least ten Business Days prior to the Confidentiality Agreement. (c) Notwithstanding anything to Closing Date all documentation and other information required by regulatory authorities under applicable “beneficial ownership,” “know your customer” and anti-money laundering rules and regulations, including the contrary set forth in this Section 5.18PATRIOT Act, in connection with the Financing or any other action contemplated by Financing. (b) Notwithstanding anything in this Section 5.18, Agreement to the contrary: (i) none of Seller or the Company or its Subsidiaries Group, or any of their respective Representatives shall be required to take consent to or to execute or enter into or obtain any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably consent from any third party in respect of any certificate, instrument, agreement or other document in connection with the ongoing business or operations of the Company and its SubsidiariesFinancing; (ii) none nothing herein shall require cooperation or other actions or efforts on the part of Seller or the Company or its Subsidiaries Group, or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of in connection with the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that extent it would be effective if interfere unreasonably in any material respect with the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicableBusiness; (iii) none of Seller or the Company or its Subsidiaries Group, or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall will be required to pay any commitment or other similar fee or fee, to incur any other cost Liability or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent enter into any Contract in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective TimeFinancing; (viv) none of Seller or the Company Group, or its Subsidiaries or any of their respective Representatives shall be required to disclose consent to the pre-filing of UCC-1 financing statements or provide any information in connection with other grant of any Lien or other encumbrances; and (v) nothing herein shall require the pre-Closing governing body of Seller or any member of the Company Group to adopt resolutions approving the Financing or any other action contemplated by this Section 5.18otherwise approve the agreements, documents or instruments pursuant to which the Financing is made. (c) Purchaser shall indemnify and hold harmless Seller, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any Group and each of their respective Affiliates and Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all lossesLosses suffered or incurred by any of them in connection with any of their cooperation or assistance with respect to the Financing or the provision of any Financing Information and other information utilized in connection therewith or otherwise arising from the Financing; provided, damageshowever, claimsthat the foregoing obligations shall not apply to any Losses incurred as a result of the gross negligence of Seller, coststhe Company Group or any of their Affiliates or their respective Representatives. Purchaser shall upon Closing reimburse Seller and its respective Affiliates and Representatives for any and all reasonable and documented out-of-pocket fees, costs or expenses (including reasonable attorneys’ and documented fees), interestcosts and expenses of counsel, awards, judgments accountants and penalties suffered or other advisors) incurred by any of them in connection with (i) any action taken by them at of their cooperation or assistance with respect to the request of Parent pursuant to this Section 5.18 Financing or the Preferred Redemption, (ii) provision of any information utilized in connection therewith (other than information providedor otherwise arising from the Financing.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions From the date hereof until the Closing (or the earlier termination of this type that are Agreement pursuant to Section 9.1), subject to the limitations set forth in this Section 7.15, and unless otherwise agreed by Parent, the Company will use its reasonable best efforts to cooperate, and use its reasonable best efforts to cause its Subsidiaries (and each of their respective officers, directors, employees, accountants, consultants, legal counsel, affiliates and agents) to cooperate, with Parent as reasonably requested by Parent to be taken by or the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) Debt Financing Sources in connection with the Merger; provided that none arrangement of the Company, its Subsidiaries or their Representatives shall Financing at Parent’s sole cost and expense. Such cooperation will include and be required limited to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their using reasonable best efforts to: (i) make officers of appropriate seniority reasonably available, with appropriate advance notice and cause its at times and their Representatives tolocations reasonably acceptable to the Company, providefor participation in bank meetings, after a request from Parent or any additional bank calls during normal business hours at times to be mutually agreed, due diligence sessions, reasonable assistance in the preparation of its Representatives to do so, on a timely basis, such confidential information memoranda and similar customary assistance and cooperation documents as is may be reasonably requested by Parent or any Financing Source, in each case, with respect to assist Parent in information relating to the arrangement, syndication Company and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated its Subsidiaries in connection with customary marketing efforts of Parent for all or any portion of the transactions contemplated by this Agreement Financing; (ii) furnish Parent and the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports Financing Sources with copies of such historical financial data with respect to the Company Oil and Gas Interests evaluated its Subsidiaries which is prepared by the Company in the Company Reserve Reports ordinary course of business and other financial data or other pertinent information as may be required to be delivered to satisfy a condition precedent under the Debt Commitment Letter, and is customarily required for the fiscal year arrangement and syndication of debt financings similar to the Financing or is required pursuant to the Commitment Letters, but in any case, limited to: (A) monthly production and accounting lease operating statements of the Company and its Subsidiaries for (1) the 14 months ended December 31June 30, 2018 2019 and (2) on or before the date that is 75 calendar days after the end of each month thereafter, for each such month ending thereafter, (B) audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the Company for the three most recently completed fiscal quarter thereafter ending years ended at least 45 75 days prior to the Closing Date; , (iiC) providing subject to the receipt of customary non-reliance letters and reports prepared by third parties, reserve reports (and related data) and access to land records and databases and (D) unaudited consolidated balance sheet and related unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, on a consolidated basis, as of and for each subsequent fiscal quarter (other financial statements, data, information and assistance and cooperation reasonably necessary for Parent than the fourth fiscal quarter of any fiscal year) at least 60 days prior to the Closing Date (in each such case to prepare pro forma combined financials pursuant to case, together with the terms of corresponding comparative period from the Commitment Letters; prior fiscal year); (iii) providing other financial statementsassist with the preparation of appropriate and customary materials relating to the Company and its Subsidiaries for rating agency presentations and meetings, financial data offering documents, marketing materials, bank information memoranda, lender presentations, investor presentations and similar documents, in each case, reasonably requested in connection with the Financing, and, in each case, with respect to information relating to the Company and its Subsidiaries; (iv) provide information reasonably requested by Parent or the Debt Financing Sources regarding the Company and its Subsidiaries at least four (4) Business Days prior to the Closing Date under applicable “know your customer,” anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, in each case, requested in writing at least nine (9) Business Days prior to the Closing Date; (v) provide reasonable and customary authorization letters, confirmations and undertakings to the Debt Financing Sources authorizing the distribution of information relating to the Company and its Subsidiaries to prospective lenders (including with respect to presence or absence of material non-public information and accuracy of the information contained therein) and subject to customary confidentiality provisions; (vi) assist with the preparation of any credit agreement, pledge and security documents, perfection certificates, mortgages, deeds of trust, hedging agreements, or other definitive financing documents or other documents related to the Debt Financing (including schedules, exhibits, solvency certificates in the form required by the Debt Commitment Letter, insurance certificates, certificates relating to legal opinions, evidence of corporate authority and other customary officer’s and secretary’s certificates) as may be reasonably requested by Parent to consummate Parent; provided, that no obligation of the Financing and to Company or any Subsidiary under any such document or agreement shall be effective until the extent customary, consenting to Closing; (vii) facilitate the inclusion thereof in pledging of collateral owned by the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent Company and its Representatives such information regarding Subsidiaries as reasonably requested by Parent; provided, that no pledge shall be effective until the Company’s business, Closing; and (viii) (A) allow the usual and making available such personnel, as Parent may reasonably request in order to assist Parent customary use of the logos of the Company and its Subsidiaries in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 debt financing (provided such logos shall be subject used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Confidentiality Agreement. Company and its Subsidiaries’ reputation or goodwill) and (cB) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Closing, allow the placement of customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as the Debt Financing Sources may choose, and circulate similar promotional materials in the form of a “tombstone” or otherwise describing aspects of the transactions contemplated hereby and the Debt Financing. provided, that Parent shall promptly upon receipt of a reasonably detailed invoice therefor, reimburse the Company for any other action contemplated by reasonable and documented out of pocket expenses and costs incurred in connection with the obligations of the Company and its Subsidiaries under this Section 5.187.15; provided, (i) none of further, except as expressly set forth herein, that nothing in this Agreement shall require the Company or its Subsidiaries or any to cause the delivery of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time legal opinions or that would be effective if the Effective Time does not occur or reliance letters, (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company with respect to such period or its Subsidiaries (C) any financial information with respect to a fiscal period that has not yet ended or has ended less than sixty (60) days prior to the date of such request (or, in the ordinary course case of their business and not readily available annual financial statements, seventy-five (75) days prior to it; such request). (viib) none of Notwithstanding anything to the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter contrary contained in connection with the Financing or any other action contemplated by this Agreement (including this Section 5.18; 7.15): (viiii) none of nothing in this Agreement (including this Section 7.15) shall require any such cooperation to the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action extent that would reasonably be expected to conflict with, result in any violation or breach of, or default it would: (with or without notice, lapse of time, or bothA) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause require the Company or any of its Subsidiaries to breach pay any representationcommitment or other fees, warranty, covenant reimburse any expenses or agreement in this Agreementotherwise incur any liabilities or give any indemnities prior to the Closing that will not be reimbursed by Parent; (xB) none materially interfere with the ongoing business or operations of the Company or any of its Subsidiaries; (C) require the Company or any of its Subsidiaries to enter into any agreement or other document effective prior to the Closing (other than authorization letters, confirmations and undertakings described in Section 7.15(a)(iv) or Section 7.15(a)(v)) or agree to any change or modification of any existing agreement that would be effective prior to the Closing (other than customary authorization letters); (D) require, prior to the Effective Time, the Company, any of its Subsidiaries or any of their respective Representatives shall be required boards of directors (or equivalent bodies) to take approve or authorize the Financing; (E) require any action that would conflict with or violate the organizational documents of the Company or any of its Subsidiaries or any Laws, orders or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any material contract (including any Contract) to which the Company or any of its Subsidiaries is a party; (F) cause any director, officer, employee, shareholder employee or Representative stockholder of the Company or any of its Subsidiaries to incur any personal liability; (G) provide access to or disclose information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; or (H) prepare separate financial statements for any Subsidiary of the Company or change any fiscal period or prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; and (xiii) none no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing (other than with respect to customary authorization letters) shall be effective until the Closing. (c) Parent shall indemnify and hold harmless the Company and its Subsidiaries (other than with respect to any of the following that result from information furnished by the Company or its Subsidiaries) against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, cost (including cost of investigation), reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees and expenses of counsel and third-party accountants) or settlement payment incurred as a result of such cooperation or the Financing (or, if applicable, Substitute Financing) and any information used in connection therewith; provided however, that the foregoing shall not apply to any item arising from the willful misconduct or gross negligence of the Company or any of its Subsidiaries or their respective Affiliates or Representatives. All non-public or other confidential information provided by the Company and its Affiliates and Representatives pursuant to this Section 7.15 shall be kept confidential in accordance with Section 7.3. (d) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the reasonable best efforts of Parent require or be deemed or construed to require Parent to pay any fees in excess of those contemplated by the Debt Commitment Letter (whether to secure waiver of any conditions contained therein or otherwise). (e) Notwithstanding anything to the contrary contained in this Agreement or any obligations of the Company or its Subsidiaries, prior Subsidiaries to deliver information to Parent or the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent Debt Financing Sources pursuant to this Section 5.18 or 7.15, Parent shall be responsible for delivery of all information to the Preferred Redemption, (ii) any information utilized Debt Financing Sources in connection therewith (other than information providedwith the Debt Financing.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior Prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIClosing, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts toto provide, and shall use reasonable best efforts to cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do soprovide, on a timely basisat the sole cost and expense of Parent, such customary assistance with Parent’s debt financing in the form of term loans and cooperation revolving credit facilities (the “Debt Financing”) as is reasonably requested by Parent to assist Parent Parent, its Affiliates and its and their respective Representatives, in the arrangementeach case, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement arrangement of, and the satisfaction on a timely basis of all relevant conditions precedent to, the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the “Financing”ongoing operations of the Company or any of its Subsidiaries). Such assistance shall include, including but not be limited to, using reasonable best efforts with respect to: (i) providing assisting with the Company Reserve Reports, lease operating statements preparation of the Marketing Material and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Daterating agency presentations; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms participation by management of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries in a reasonable number of rating agency presentations and meetings with prospective lenders, in each case upon reasonable prior notice and at times and locations to be mutually agreed in good faith; (iii) delivering financial and operational information reasonably necessary for (or otherwise reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (ivby) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any arranging and consummating the Debt Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject ; (iv) furnishing Parent and its Affiliates at least four Business Days prior to the Confidentiality Agreement. (c) Notwithstanding anything Closing Date with all documentation and other information and materials requested in writing at least nine Business Days prior to the contrary set forth in this Section 5.18Closing Date that is required by Governmental Entities under applicable “beneficial ownership,” “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (v) assisting Parent and its Affiliates in connection with the Financing or any other action contemplated preparation by this Section 5.18, (i) none Parent and/or its Affiliates and its and their Representatives of the Company or its Subsidiaries or any Debt Financing Documents (including executing and delivering the Debt Financing Documents with respect thereto), the borrowing of their respective Representatives shall be required loans and the provision of guarantees and security interests to take any action pursuant to this Section 5.18 to support the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of Debt Financing by the Company and its Subsidiaries; (iivi) none of cooperating with the Company Debt Financing Source’s reasonable due diligence requests, (vii) cooperating with Parent’s legal counsel (which may include local, regulatory or its Subsidiaries or other special counsel) in connection with any of their respective Representatives shall legal opinions that such counsel may be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated Debt Financing, (viii) cooperating with Parent and its Affiliates in their respective efforts to obtain corporate and facilities ratings, consents, landlord and bailee waivers, estoppel and non-disturbance agreements and similar consents as reasonably requested by this Section 5.18 prior Parent and (ix) otherwise cooperating with Parent and its Affiliates to satisfy the conditions precedent to the Effective Time; (v) none Debt Financing to the extent within the control of the Company, its Affiliates and their respective Representatives. For the avoidance of doubt, information provided by the Company or and its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Debt Financing may only be provided to sources or any other action contemplated potential sources of financing and rating agencies that have agreed to be bound by this Section 5.18, customary confidentiality provisions (including “click-thru” confidentiality provisions). The Company and its Subsidiaries hereby consent to the disclosure use of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none all of the Company or and its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter Subsidiaries’ logos in connection with the Financing Debt Financing, provided that such logos are used solely in a manner that is not intended to or any other action contemplated by this Section 5.18; (viii) none of reasonably likely to harm or disparage the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all lossesAffiliates or their respective business, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedreputation or goodwill thereof. Parent and Merger Sub acknowledge and agree that the obtaining of the Debt Financing shall not constitute a condition to their obligation to close the Transactions.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect Subject to customary actions for transactions Section 6.15(b), prior to Closing or termination of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIAgreement, the Company shall, and shall cause each of its the Company’s Subsidiaries to, and shall use its and their commercially reasonable best efforts to, and to cause its and their Representatives respective officers, directors (or equivalent managers), employees, accountants, consultants, legal counsel and agents and other representatives to, use commercially reasonable efforts to provide, after a request from Parent or any of its Representatives to do so, on a timely basisat Parent’s sole cost and expense, such customary assistance and cooperation as is Parent may reasonably request in connection with Parent obtaining any Debt Financing to finance the transactions contemplated by this Agreement, including by using commercially reasonable efforts to: (i) reasonably assist Parent in the preparation of marketing and syndication documentation with respect to the Parent’s Debt Financing as may be reasonably requested by Parent and as are customary for a financing of such type; (ii) assist with the pledging of, and granting of security interests in, the collateral of the Company or the Company’s Subsidiaries in connection with Parent’s Debt Financing (which will only be effective at Closing); (iii) facilitate the taking of corporate (or equivalent) actions by the Company or its Subsidiaries as may be reasonably necessary to assist permit the consummation of the Parent’s Debt Financing on the Closing Date and to permit the proceeds thereof to be made available to Parent as of the Closing Date; it being understood and agreed that (i) no such corporate or other action will take effect prior to the Closing and (ii) no Persons other than Persons who are directors or equivalent members of the Company Board or equivalent governing bodies of the Company or its Subsidiaries from and after the Effective Time shall be required to approve or execute such approvals; and (iv) at least four business days prior to the Closing Date (or such shorter timeframe as may be otherwise agreed), provide (i) all documentation and other information about the Company or its Subsidiaries as has been reasonably requested by Parent in writing to the arrangementCompany or its Subsidiaries at least eight business days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, syndication including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended, supplemented or modified from time to time) and consummation (ii) a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230. (b) Notwithstanding this Section 6.15, the Company and its Subsidiaries shall not be required to: (i) pay any commitment, consent or other similar fee, incur or reimburse any costs or expenses, incur any personal liability, or provide or agree to provide any indemnity in connection with Parent’s Debt Financing prior to the Closing for which the Company is not reimbursed or otherwise indemnified by the Parent; (ii) take any action or do anything that would: (A) contravene any applicable Legal Requirement or its organizational documents or (B) contravene any of bank the Material Contracts; (iii) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or capital markets similar non-financial proprietary information or institutional debt financing transactions anticipated violate any obligations of the Company, its Subsidiaries or any other Person with respect to confidentiality or could result in the loss of or jeopardize any attorney-client privilege, attorney work product protections or similar protections; (iv) waive or amend any terms of this Agreement or cause any representation or warranty in this Agreement to be consummated breached or cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement; (v) deliver any certificate or opinion or take any other action pursuant to this Section 6.15 that would or would reasonably be expected to result in personal liability to the Company or its Subsidiaries; (vi) provide cooperation that involves any binding commitment or agreement or instrument by the Company or its Subsidiaries (or commitment or agreement which becomes effective prior to the Closing) which is not conditional on the Closing and does not terminate without liability to the Company or its Subsidiaries upon the termination of this Agreement; (vii) prepare any financial statements or information that are not reasonably available to it and prepared in the ordinary course of its financial reporting practice (including pro forma financial statements and projections); (viii) take any action in connection with this Section 6.15 that would interfere unreasonably with the business or operations of the Company or its Subsidiaries; (ix) cause any director, officer, employee or other Representative of the Company or its Subsidiaries to incur any actual or potential personal Liability or breach any fiduciary duty; (x) change any fiscal period; (xi) require the Company or its Subsidiaries to provide any solvency or other similar certificate of its chief financial officer or similar officer; and (xii) require the Company, its Subsidiaries or any Representative thereof to deliver or cause to be delivered any opinion of counsel, reliance letters or any certificate, comfort letter or similar deliverable in connection with the Parent Debt Financing (other than customary authorization letters in connection with any confidential information memorandum in connection with the debt financing). In addition, notwithstanding this Section 6.15, the board of directors of the Company or its Subsidiaries shall not be required to approve or adopt any Debt Financing effective prior to the Closing. (c) Parent acknowledges and agrees that, prior to the Closing, the Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that Parent may raise in connection with the transactions contemplated by this Agreement (the “including Parent’s Debt Financing”) or any cooperation provided pursuant to Section 6.15(a), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) Representatives, from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties losses suffered or incurred by any of them in connection with (i) Parent’s Debt Financing or any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) alternative financing and any information utilized in connection therewith (other than information providedtherewith.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through until the earlier of the Effective Time and the date on which Closing (or until this Agreement is terminated in accordance with Article VIIpursuant to Section 10.1), the Company Sellers shall, and shall cause each of its Subsidiaries the Acquired Companies to, use its commercially reasonable efforts to provide reasonable cooperation and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated Buyers in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms arrangement of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the any Debt Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent that is customary in connection with any activities relating transactions similar to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be the transactions contemplated hereby, subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary limitations set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 6.18; provided that nothing herein will require such cooperation to the extent such requested action it interferes, or would reasonably be expected to interfere unreasonably interfere, with the ongoing business or operations of the Company Acquired Companies and its Subsidiaries; (ii) none of the Company Sellers or its Subsidiaries or any of their respective Representatives the Acquired Companies shall be required to pass resolutions enter into any documents or consents commitments that would become effective prior to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute Closing or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement opinions in connection therewithwith the Debt Financing or pay or otherwise become liable for any indebtedness, fees, expenses or other obligations in each case, that (A) is effective prior connection with the Debt Financing until after the Closing has occurred. Any information requested by Buyers in connection with this Section 6.18 shall be deemed delivered to Buyers to the Effective Time or that would be effective if extent contained in the Effective Time does not occur or (B) would be inaccurate in light of the facts Data Room and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified information provided by or on behalf of Parent the Sellers or any of the Acquired Companies in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives 6.18 shall be required deemed to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, have been made available in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject Data Room to attorney-client privilege (except that such person Buyers. Buyers shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless the CompanySellers, its Subsidiaries the Acquired Companies and their respective Representatives (the “Section 5.18 Indemnified Parties”) officers, directors, employees and Affiliates from and against any and all losses, claims, damages, claims, costs, expenses (including reasonable attorneys’ fees)expenses, interest, awards, liabilities or judgments and penalties or amounts suffered or incurred by any of them in connection with (i) the arrangement of any action taken by them at the request of Parent pursuant to Debt Financing, any compliance with this Section 5.18 or the Preferred Redemption, (ii) 6.18 and any information utilized used in connection therewith therewith, except to the extent arising from the bad faith or fraud of the Sellers, the Acquired Companies or their respective officers, directors, employees, agents, Affiliates, advisors, and accountants. Buyers will promptly, upon request by the Sellers, reimburse the Sellers and the Acquired Companies, as applicable, for all reasonable and documented out-of-pocket costs (such as reasonable and documented travel costs and attorneys’ fees) incurred by the Sellers, the Acquired Companies and their respective Affiliates and representatives in connection their compliance with this Section 6.18. Notwithstanding this Section 6.18 or anything else in this Agreement, Buyers affirm that it is not a condition to the Closing or to any of its other than information providedobligations under this Agreement that Buyers obtain financing for or related to any of the transactions contemplated by this Agreement (including all or any portion of the Debt Financing). The parties agree that this Section 6.18 sets forth Sellers’ and the Acquired Companies’ sole obligations with respect to the Debt Financing.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company Eagle shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and shall cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and provide all cooperation as is reasonably requested by Parent to assist Parent Raven in the arrangementconnection with financing arrangements (including, syndication and consummation without limitation, assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of bank existing financing arrangements) as Raven may reasonably determine necessary or capital markets or institutional debt financing transactions anticipated to be consummated advisable in connection with the completion of the Merger or the other transactions contemplated by this Agreement (the “Financing”), including hereby. Such cooperation shall include (i) participating in a reasonable number of meetings, presentations and due diligence sessions in connection with such financing arrangements, (ii) providing reasonable and timely assistance with the Company Reserve Reportspreparation of materials for presentations, lease operating statements offering memoranda, prospectuses and production reports similar documents required in connection with respect such financing arrangements, (iii) as promptly as reasonably practical, and in any event at least 10 days prior to the Company Oil Closing Date, furnishing Raven and Gas Interests evaluated any of its financing sources with (A) unaudited condensed consolidated balance sheets and related condensed consolidated statements of income, comprehensive income, equity and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for Eagle for the fiscal quarter ended September 30, 2016 and each subsequent fiscal quarter ended on a date that is not a fiscal year end and that is at least 40 days before the Closing Date and (B) in the Company Reserve Reports event that the Closing Date occurs on a date that is more than 60 days following December 31, 2016, audited condensed consolidated balance sheets and related audited condensed consolidated statements of income, comprehensive income, equity and cash flows for the fiscal year ended December 31, 2018 2016, in each case prepared in accordance with GAAP and for each fiscal quarter thereafter ending (iv) to the extent requested in writing at least 45 days ten (10) Business Days prior to the Closing, delivering at least three Business Days prior to the Closing Date; (ii) providing all documentation and other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case with respect to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company Eagle and its Subsidiaries reasonably requested that are required by Parent to consummate regulatory authorities under applicable “know-your-customer” rules and regulations, including the Financing and to USA PATRIOT Act. Notwithstanding the extent customaryforegoing, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent Eagle and its Representatives such information regarding the Company’s business, Subsidiaries and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall not be required to take enter into any action pursuant letter, certificate, document, agreement or instrument (other than customary authorization and representation letters) that will be effective prior to the Closing and nothing in this Section 5.18 5.13 shall require (x) such cooperation to the extent such requested action it would reasonably be expected to interfere disrupt unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none Eagle or any of the Company or its Subsidiaries or require any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required them to take any action actions that would reasonably be expected to conflict withviolate applicable Law, result in contract or Organizational Documents, (y) the Board of Directors of Eagle or the Board of Directors or similar governing body of any violation Subsidiary of Eagle to adopt resolutions approving any letter, certificate, document, agreement or breach of, instrument (other than customary authorization and representation letters to the extent necessary) that will be effective prior to the Closing or default (with or without notice, lapse of time, or bothz) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company Eagle or any of its Subsidiaries to incur any personal liability; and liability (xi) none of including due to any act or omission by the Company or any of its SubsidiariesSubsidiaries or any of their respective Representatives) prior to the Closing for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Raven. (b) Eagle shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, as soon as reasonably practicable after (and not prior to) the receipt of a written request from Raven to do so, on the terms and conditions specified by Raven and in compliance with all applicable terms and conditions of the applicable Eagle Debt Agreement, seek an amendment or amendments to any of the Eagle Debt Agreements or pursue any approach chosen by Raven to the assumption, defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee, purchase or other treatment of, the Eagle Debt Agreements and the indebtedness incurred pursuant thereto, in each case, subject to the occurrence of the Closing (any such transaction, a “Debt Transaction”). Eagle shall not be required to take any action in respect of any Debt Transaction until Raven shall have provided Eagle with drafts of the necessary documentation required in connection with such Debt Transaction in a form reasonably satisfactory to Eagle (collectively, the “Debt Transaction Documents”) at least three (3) Business Days prior to the date of such requested action. Eagle shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, cause its and their respective Representatives to provide cooperation and assistance reasonably requested by Raven in connection with the Debt Transactions (including taking all corporate action reasonably necessary to authorize the execution and delivery of any Debt Transaction Documents to be entered into prior to Closing and delivering all officer’s certificates and legal opinions required to be delivered in connection therewith (such corporate action, execution and delivery not to be unreasonably withheld, delayed or conditioned)); provided, that the effectiveness of any such Debt Transaction Documents shall be expressly conditioned on the Closing. It is understood and agreed that a failure to effectuate any Debt Transaction shall not constitute a failure by Eagle to satisfy its obligations under this Section 5.13(b). (c) Eagle shall, and shall cause its Subsidiaries to, after (and not prior to) the receipt of a written request from Raven to do so, deliver all notices and take all other actions to facilitate the termination at the Effective Time of all commitments in respect of each of the Eagle Credit Facilities and any other indebtedness of Eagle or its Subsidiaries to be paid off, discharged and terminated on the Closing Date as specifically requested by Raven in writing, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, after (and not prior to) the receipt of a written request from Raven to do so, Eagle and its Subsidiaries shall use commercially reasonable efforts to deliver to Raven (i) at least 10 Business Days prior to the Closing Date, a draft payoff letter with respect to each of the Eagle Credit Facilities and any other indebtedness (including mortgages) of Eagle or its Subsidiaries to be paid off, discharged and terminated on the Closing Date and (ii) at least one Business Day prior to the Closing Date, an executed payoff letter with respect to each of the Eagle Credit Facilities (the “Payoff Letters”) and any other indebtedness (including mortgages) of Eagle or its Subsidiaries to be paid off, discharged and terminated on the Closing Date, in each case in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Eagle Credit Facilities or any other indebtedness of Eagle to be paid off, discharged and terminated on the Closing Date relating to the assets, rights and properties of Eagle and its Subsidiaries securing or relating to such indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter at or prior to the Effective Time, shall be an issuer or other obligor with respect to the Financingreleased and terminated. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. If requested by a Purchaser, the Company will provide the following cooperation in connection with such Purchaser obtaining any Permitted Loan: (ai) subject to applicable law, using reasonable efforts to (A) remove any restrictive legends on certificates representing pledged Notes and depositing such pledged Notes in book entry form on the books of The Depository Trust Company and Parent shall cooperate when eligible to do so or (B) without limiting the generality of clause (A), if such Note is eligible for resale under Rule 144A, depositing such pledged Note in book entry form on the books of The Depository Trust Company or other depository with each other customary restrictive legends, (ii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Note in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to customary actions for transactions of this type that Permitted Loans solely as securities intermediary and only to the extent a Purchaser or its Affiliates continues to beneficially own such pledged Note, (iii) entering into an issuer agreement (an “Issuer Agreement”) with each lender in the form and substance substantially as attached hereto as Exhibit D, with such changes thereto as are reasonably requested by Parent such lender and customary for similar financings and not inconsistent with the Company’s obligations under the Indenture and applicable law, (iv) entering into customary triparty agreements with each lender and any applicable Purchaser relating to be taken by the Company or its Subsidiaries under any delivery of the Notes to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s outstanding debt securities, obligation under Article II to issue the Company Credit Agreement (or commitment letters Notes upon payment of the purchase therefor in respect of bank or institutional loans) in connection accordance with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date terms of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, (v) such customary assistance and other cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation as any Purchaser may reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to request that will not unreasonably disrupt the terms operation of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request . Anything in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything preceding sentence to the contrary set forth in this Section 5.18notwithstanding, in connection with the Financing or any other action contemplated by this Section 5.18, Company’s obligation to deliver an Issuer Agreement is conditioned on (i1) none such Purchaser delivering to the Company a copy of the Company or its Subsidiaries or any of their respective Representatives shall be required Permitted Loan to take any action pursuant to this Section 5.18 which the Issuer Agreement relates and (2) such Purchaser certifying to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, writing that (A) the loan agreement with respect to which the Issuer Agreement is effective prior being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, such Purchaser has pledged the Notes and/or the underlying shares of Common Stock as collateral to the Effective Time or lenders under such Permitted Loan and that would be effective if the Effective Time does execution of such Permitted Loan and the terms thereof do not occur or violate the terms of this Agreement, (B) would to the extent applicable, whether the registration rights under Article V are being assigned to the lenders under that Permitted Loan, (C) an Event of Default (as defined in the Issuer Agreement) constitutes the circumstances under which the lenders under the Permitted Loan may foreclose on the Notes and/or the underlying shares of Company Common Stock and a Coverage Event constitutes circumstances under which such Purchaser may sell the Notes and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Loan and that such provisions do not violate the terms of this Agreement and (D) such Purchaser acknowledges and agrees that the Company will be inaccurate relying on such certificate when entering into the Issuer Agreement and any inaccuracy in light such certificate will be deemed a breach of this Agreement. Each Purchaser acknowledges and agrees that the facts statements and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none agreements of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms in an Issuer Agreement are solely for the benefit of the Financing or applicable lenders party thereto and that in any other action contemplated by dispute between the Company and such Purchaser under this Section 5.18 prior Agreement such Purchaser shall not be entitled to use the Effective Time; (iv) none statements and agreements of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of an Issuer Agreement against the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior Prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIClosing, the Company shall, and shall cause each of its Subsidiaries to, use their respective commercially reasonable efforts to cooperate with Parent and its Subsidiaries in connection with the arrangement, marketing or consummation of the Financing, as and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is when reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection on reasonable notice (so long as such cooperation does not unreasonably interfere with the transactions contemplated by this Agreement (ongoing operations of the “Financing”Company and its Subsidiaries), including using commercially reasonable efforts to: (i) providing furnish Parent and its financing sources with the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and following information regarding the Company and its Subsidiaries (it being understood and agreed that such material shall be deemed furnished if it is filed by the Company with the SEC and available on the SEC’s ▇▇▇▇▇ website): (A) audited consolidated financial statements (including balance sheets, statements of income and cash flows, a statement of shareholders equity and related notes) for the fiscal years ended December 31, 2012 and 2013, each of them prepared in accordance with GAAP as soon as reasonably practicable after the date hereof; (B) audited consolidated financial statements (including balance sheet, statement of income and cash flows, a statement of shareholders equity and related notes) for the fiscal year ending December 31, 2014, prepared in accordance with GAAP (the “Audited Consolidated 2014 Financial Statements”) as soon as reasonably possible after the end of the 2014 fiscal year, consistent with the timing achieved by the Company in respect of its Annual Report on Form 10-K for the year ended December 31, 2013 but in no event later than the filing deadline under the Exchange Act to file with the SEC its Annual Report on Form 10-K for the year ended December 31, 2014; (C) a reconciliation to International Financial Reporting Standards issued by International Accounting Standards Board (“IFRS”) of the balance sheet and statement of income included in the Audited Consolidated 2014 Financial Statements to the extent required for the pro forma financial statements covered by (iii) below (the “Reconciled Consolidated 2014 Financial Statements”) reasonably promptly following the time the Company furnishes to Parent the Audited Consolidated 2014 Financial Statements and using all reasonable efforts to furnish the Reconciled Consolidated 2014 Financial Statements at the time the Company furnishes Parent the Audited Consolidated 2014 Financial Statements; (D) unaudited consolidated financial statements for any interim period following December 31, 2014 (including the corresponding interim period in the prior year), prepared in accordance with GAAP and reviewed as per applicable “U.S. Generally Accepted Auditing Standards” (the “Unaudited Consolidated Interim Financial Statements”) as soon as reasonably possible after the end of such interim period, consistent with the timing achieved by the Company in respect of its Quarterly Report on Form 10-Q for such period in 2014, but in no event later than the date the Company is required to file with the SEC its Quarterly Report on Form 10-Q for the applicable interim period; and (E) a reconciliation to IFRS of the balance sheet and statement of income included in the Unaudited Consolidated Interim Financial Statements required to be included in any offering documents relating to the Financing to the extent required for the pro forma financial statements covered by (iii) below (the “Reconciled Consolidated Interim Financial Statements”) reasonably promptly following the time the Company files the Unaudited Consolidated Interim Financial Statements on Form 10-Q with the SEC and using all reasonable efforts to furnish the applicable Reconciled Consolidated Interim Financial Statements at the time the Company furnishes Parent the applicable Unaudited Consolidated Interim Financial Statements, in each case of (A) through (E) above together with any report (unqualified, if reasonably obtainable) of an independent registered public accounting firm that has, to the extent required for the Financing, audited or reviewed, as applicable, such financial information in accordance with, applicable requirements under U.S. Generally Accepted Auditing Standards (for the avoidance of doubt, any such reports shall be issued to the Company and not to Parent) (together, the “Required Financial Information”); (ii) discuss with Parent and its Representatives the IFRS reconciliation and consult with Parent and its Representatives to keep them reasonably informed during the reconciliation process; (iii) assist, and cause its accountants to assist, Parent and its financing sources in the preparation of pro forma financial statements of Parent (applying the standard set forth in Article 11 of Regulation S-X under the Securities Act) for the fiscal year ending December 31, 2014 and any year-to-date interim period following December 31, 2014 required to be included in any offering documents relating to the Financing, including with respect to any reconciliations of Required Financial Information to IFRS in the form as adopted by the European Union and as applied by Parent; (iv) furnish Parent and Merger Sub such other customary financial and other information regarding the Company as may be reasonably requested by Parent; (v) make the Company’s senior officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing; (vi) assist Parent in the preparation of customary offering memoranda, bank information memoranda, authorization letters (and executing such authorization letters), confirmations and undertakings, rating agency presentations and lender and investor presentations relating to the Financing; (vii) provide and execute such customary documents as may be reasonably requested by Parent related to consummate the Financing Financing; (viii) cooperate with the financing sources’ due diligence investigation; (ix) obtain accountant’s comfort letters and required consents relating to the Required Financial Information; and (x) obtain customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full (and, to the extent customaryof any existing letters of credit, consenting to cash collateralization or issuance of a “back-to-back” letter of credit in respect thereof) on the inclusion thereof in Closing Date of all amounts payable under (i) that certain Credit Agreement, dated as of May 10, 2012, as amended on December 2, 2013, by and among the Financing Company, as borrower, certain lenders party thereto (as defined therein) and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent (the “Existing Credit Facility”) and releasing Liens and the pledges of collateral securing such consent not to be unreasonably withheld, conditioned or delayed); Existing Credit Facility and (ivii) providing Parent any other Indebtedness of the Company and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent Subsidiaries that is repayable by its terms in connection with the Merger at or immediately following the Effective Time, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject such indebtedness prior to the Confidentiality AgreementEffective Time) or otherwise as a result of the Merger, to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time). (b) The Company hereby consents to the use of its logos in connection with the Financing; provided, that such logos are used in a manner that is not intended to nor reasonably likely to harm or disparage the Company. (c) Notwithstanding anything to the contrary set forth in this Section 5.187.13, in connection with until the Financing or any other action contemplated by this Section 5.18Effective Time occurs, (i) none of neither the Company or nor any of its Subsidiaries or Subsidiaries, nor any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; shall: (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee under the Financing; (ii) be required to pass resolutions to approve or authorize the Financing (or any alternative or substitute financing); (iii) be required to enter into any definitive agreement or have any Liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Financing (other than the customary authorization letters referenced above); or (iv) unless promptly reimbursed by Parent, be required to incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent expenses in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnifypromptly, defendupon written request by the Company, reimburse the Company for all (i) reasonable and documented out-of-pocket costs (including reasonable attorneys’ and accountants’ fees) incurred by the Company or any of its Subsidiaries in connection with their respective obligations pursuant to, and hold harmless in accordance with, this Section 7.13, and (ii) damages, losses, costs, Liabilities or expenses suffered or reasonably incurred by any of them in connection with the arrangement of the Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 7.13. (e) Parent and Merger Sub acknowledge and agree that the obtaining of financing is not a condition to Closing. For the avoidance of doubt, if any financing contemplated to be obtained by Parent or the Preferred Redemption, (ii) any information utilized Merger Sub in connection therewith with the Merger has not been obtained prior to Closing, Parent and Merger Sub shall continue to be obligated, subject to the fulfillment or waiver of the conditions set forth in Article VIII, to consummate the Merger and the Transactions at the Closing in accordance with this Agreement. (f) Notwithstanding anything to the contrary, the condition set forth in Section 8.2(a)(ii), as it applies to the Company’s obligations under this Section 7.13 (other than information providedSection 7.13(a)(x)), shall be deemed satisfied unless the Financing has not been obtained primarily as a result of the Company’s or its Subsidiaries’ willful and material breach of their obligations under this Section 7.13 with respect to the Financing.

Financing Cooperation. (a) The Company Each of KKR and Parent SemGroup shall, and shall cooperate with each other with respect cause the Corporation to, use commercially reasonable efforts to customary actions for transactions of this type that are arrange and to consummate the Debt Financing as soon as reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and practicable after the date of this Agreement and through on the earlier of terms described in the Effective Time and the date on Debt Commitment Letter, which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their include using commercially reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including : (i) providing maintain in full force and effect the Company Reserve Reports, lease operating statements Debt Commitment Letter and production reports to negotiate and execute definitive agreements with respect to the Company Oil and Gas Interests evaluated Debt Financing on the terms contained in the Company Reserve Reports for Debt Commitment Letter (including any “flex” provisions applicable thereto) or, if applicable, on other terms not less favorable to KKR and SemGroup than those contained in the fiscal year ended December 31Debt Commitment Letter (including any “flex” provisions applicable thereto), 2018 which terms shall not in any respect expand on the conditions to the funding of the Debt Financing at the Debt Financing Closing or reduce the aggregate amount of the Debt Financing available to be funded on the date of the closing of the Debt Financing, except as may be specified in accordance with the terms of the Debt Commitment Letter (such definitive agreements are collectively the “Financing Agreements”); (ii) comply with the obligations of the Corporation under the Debt Commitment Letter (to the extent the failure to comply with such obligations would adversely impact the amount or timing of the Debt Financing or the availability of the Debt Financing at the Debt Financing Closing); (iii) satisfy on a timely basis all conditions in the Debt Commitment Letter and for the Financing Agreements that are within each fiscal quarter thereafter ending of their respective control; (iv) fully enforce the Corporation’s rights under the Debt Commitment Letter and Financing Agreements; (v) if the conditions to the Debt Financing have been satisfied, consummate the Debt Financing substantially concurrently with the Contribution Closing and the Meritage Closing, including using commercially reasonable efforts to cause the Financing Sources and the other persons committing to fund the Debt Financing to fund such Debt Financing at the Debt Financing Closing; (vi) at least 45 four (4) business days prior to the Closing Date; date of the Debt Financing Closing, providing all documentation and other information as is requested by the Corporation at least ten (ii10) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant business days prior to the terms date of the Commitment LettersDebt Financing Closing which relates to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (iiivii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and deliver to the extent customary, consenting Corporation the information relating to the inclusion thereof in the Financing (such consent not to be unreasonably withheldproposed aggregate amounts of debt financing, conditioned or delayed); together with assumed indicative interest rates and (iv) providing Parent assumed fees and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject expenses related to the Confidentiality Agreementincurrence of such debt financing, for the transactions contemplated hereby no later than ten (10) Business Days prior to the Contribution Closing. (cb) Notwithstanding anything The Corporation shall provide to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, KKR and SemGroup prompt notice: (i) none of any breach or threatened breach by any party of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of Debt Commitment Letter and/or the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification Agreements of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to which the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts Corporation becomes aware and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict withadversely affect the timely availability or amount of the Debt Financing; (ii) of any termination or threatened termination of the Debt Commitment Letter and/or the Financing Agreements; (iii) of any material dispute or disagreement between or among any parties to the Debt Commitment Letter with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Debt Financing Closing (but excluding, result in any violation or breach of, or default (with or without notice, lapse for the avoidance of time, or both) underdoubt, any ordinary course negotiations with respect to the terms of their respective organizational the Debt Financing and/or the Financing Agreements); and (iv) if at any time for any reason the Corporation believes in good faith that it will not be able to obtain all or governing documentsany portion of the Debt Financing contemplated by the Debt Commitment Letter, except to the extent such portion relates to a reduction of the commitments contained in such Debt Commitment Letter in accordance with the terms thereof. As soon as reasonably practicable, KKR and SemGroup shall provide any information reasonably requested by any other Party and that is reasonably available to KKR or SemGroup, as applicable, relating to any circumstance referred to in Section 5.4(b)(i), (ii), (iii) or (iv). Each Party shall keep the other Parties informed on a reasonably current basis in reasonable detail of all material developments concerning the status of the Debt Financing, including efforts of KKR and/or SemGroup to arrange the Debt Financing and provide such other Parties with copies of the material definitive agreements for the Debt Financing and such other information and documentation available to them as shall be reasonably requested by such other Parties for purposes of monitoring the progress of the financing activities. No Party shall permit any amendment, modification or supplement to be made to, or any applicable law waiver of, any provision or Contracts; (ix) none remedy under the Debt Commitment Letter and/or the Financing Agreements, if applicable, that expands on the conditions precedent to the funding of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause Debt Financing on the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none date of the Company Debt Financing Closing, as set forth in such agreements or its Subsidiaries or any of their respective Representatives shall be required to take any action that would could otherwise reasonably be expected to cause materially impair, delay or prevent the transactions contemplated by this Agreement, without the prior written consent of each other Party (it being understood and agreed that, in any directorevent, officerthe Parties may amend the Debt Commitment Letter to add lenders, employeearrangers, shareholder bookrunners, agents, managers or Representative similar entities that have not executed the Debt Commitment Letter as of the Company or any date of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financingthis Agreement). (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Company shall use its reasonable best efforts, and Parent shall cooperate with cause its Subsidiaries to use reasonable best efforts, and each other with respect of them shall use their reasonable best efforts to cause their respective Subsidiaries and Representatives to use their reasonable best efforts, to provide customary actions for transactions of this type that are cooperation, to the extent reasonably requested by Parent to be taken by necessary for the Company arrangement, consummation or its Subsidiaries under any issuance, as applicable, of the Company’s outstanding debt securitiesDebt Financing, the Company Credit Agreement (Preferred Equity Financing or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated Alternative Financing obtained in accordance with Article VII, Section 5.11 (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”Affiliates), including by: (i) providing furnishing to Parent and the Company Reserve Reports, lease operating statements Financing Entities promptly (and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to no event later than the Closing Date; (ii) providing the Financing Information and using reasonable best efforts to furnish to Parent and the Financing Entities such other financial statements, data, information and assistance other pertinent and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and customary information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent; (ii) using reasonable best efforts to provide customary assistance to Parent in the preparation of customary disclosure documents related to the Debt Financing and the Preferred Equity Financing; (iii) using reasonable best efforts to make appropriate members of senior management of the Company available at reasonable and mutually agreed times and locations and upon reasonable prior notice, to participate in a reasonable number of meetings with providers of the Debt Financing and/or the Preferred Equity Financing, drafting sessions, presentations and due diligence sessions, which meetings or communications shall be conducted virtually by videoconference or other media unless otherwise agreed; (iv) providing, at least three (3) Business Days before the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, relating to the Company or any of its Subsidiaries including, if the Company or any of its Subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter), in each case as reasonably requested in writing by Parent at least ten (10) Business Days prior to consummate the Closing Date; (v) using reasonable best efforts to cooperate with due diligence of the Financing and Entities, to the extent customarycustomary and reasonable; (vi) using reasonable best efforts to assist in the negotiation of (including by providing information for the completion of any schedules thereto) and facilitate the execution and delivery of, consenting definitive financing agreements, corporate authorizations and other customary certificates (including a certificate of the Chief Financial Officer of or person performing similar functions for the Company with respect to solvency matters substantially in the form of Annex I to Exhibit C to the inclusion thereof Debt Commitment Letter and Annex I to Exhibit C to the Preferred Equity Commitment Letter) as may be reasonably requested in writing by Parent; provided that such documents shall be effective no earlier than as of the Financing Closing; (such consent not vii) using reasonable best efforts to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order provide customary assistance to assist Parent in connection with the preparation of customary pro forma financial statements as of, and for the most recent twelve-month period ending on, the latest balance sheet date included in the Financing Information; provided that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any activities relating pro forma adjustments giving effect to the transactions contemplated by this Agreement and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records; and (viii) using reasonable best efforts to provide customary assistance with respect to the granting of security interests in collateral no earlier than the Closing for the Debt Financing, including executing and delivering any Financing. All non-public information exchanged customary guarantee, pledge and security documents; provided that such documents shall be effective no earlier than as of the Closing. (b) The foregoing and Section 5.13 notwithstanding, none of the Company nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this 5.12 or Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, 5.13 that would: (i) none of require the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries Affiliates or any persons who are officers or directors of their respective Representatives shall be required such entities to pass resolutions or consents to approve or authorize the execution of the Debt/Preferred Financing or take any other action under this Alternative Financing or any of the transactions contemplated by Section 5.185.13 or enter into, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if prior to, the Effective Time does not occur or (B) would be inaccurate in light occurrence of the facts Closing; provided that officers and circumstances at directors who will not hold their offices or directorships from and after the time approvedClosing Date shall in any case not be required to execute any certification, authorizeddocument, executed instrument, or deliveredagreement, as applicable; (iii) none of the Company pass resolutions or its Subsidiaries consents, or any of their respective Representatives shall become bound by any terms of the Financing or take any other action contemplated by this Section 5.18 prior clause (i), and to the Effective Time; extent such persons are requested to take any such actions, shall only be required to take such actions in their continuing post-Closing capacities, (ivii) none of cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries Affiliates, (iii) require the Company or any of their respective Representatives shall be required its Affiliates to pay any commitment or other similar fee or incur any other cost expense or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent liability in connection with the Financing or any other action transaction contemplated by this Section 5.18 5.13 prior to the Effective Time; (v) none Closing or have any obligation of the Company or its Subsidiaries or any of their respective Representatives shall its Affiliates under any agreement, certificate, document or instrument be required effective until the Closing, (iv) reasonably be expected to disclose cause any director, officer, employee or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none stockholder of the Company or its Subsidiaries or any of their respective Representatives shall be required its Affiliates to prepare or deliver incur any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; personal liability, (viiv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict withwith any Laws, (vi) reasonably be expected to result in any a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required material Contract to take any action that would cause which the Company or any of its Subsidiaries Affiliates is a party (and not entered into in contemplation hereof), (vii) provide access to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of disclose information that the Company or its Subsidiaries or any of their respective Representatives shall be required to take its Affiliates determines would jeopardize any action that would reasonably be expected to cause any director, officer, employee, shareholder attorney-client privilege or Representative other applicable privilege or protection of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of Affiliates if the Company shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege, (viii) require the delivery of any opinion of counsel, or (ix) require the Company to prepare or provide (A) any financial statements or information (other than the Financing Information) that is or are not available to it and prepared in the ordinary course of business or in its Subsidiariesfinancial reporting practice, prior to the Effective Time(B) any pro forma financial information, shall be an issuer pro forma financial statements or other obligor projections, (C) any financial information with respect to a fiscal period that has not yet ended or (D) information not reasonably available to the Financing. (d) Parent shall indemnify, defend, Company and hold harmless the Company, its Subsidiaries and under their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them current reporting systems. Nothing contained in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedthis

Financing Cooperation. (a) The Company Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and Parent shall cooperate to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including any market flex provisions in the Fee Letter), including using reasonable best efforts to take, or causing to be taken, all actions necessary to (i) comply with each other its obligations under the Debt Commitment Letters, (ii) maintain in full force and effect the Debt Commitment Letters until the funding of the Debt Financing at the Closing, (iii) satisfy (or obtain the waiver of) all conditions set forth in the Debt Commitment Letters within its control in a timely manner, (iv) negotiate and enter into definitive agreements with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken thereto on the terms and conditions contemplated by the Company or Debt Commitment Letters (including any market flex provisions in the Fee Letter), (v) enforce (including through litigation) its Subsidiaries rights under any of the Company’s outstanding debt securities, the Company Credit Agreement Debt Commitment Letters and (or commitment letters in respect of bank or institutional loansvi) in connection with the Merger; provided event that none of the Company, its Subsidiaries or their Representatives shall be conditions set forth in the Debt Commitment Letters are satisfied and the Buyer is required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to consummate the Closing or that would be effective if pursuant hereto, to cause the Closing does not occurDebt Financial Sources to fund the commitments under the Debt Commitment Letters. (b) From If any portion of the Debt Financing becomes unavailable on the terms and after conditions contemplated in the Debt Commitment Letters, the Buyer shall use its reasonable best efforts to arrange alternative financing in an amount sufficient to fund the transactions contemplated hereby on terms and conditions not materially less favorable, in the aggregate, to the Buyer than the terms and conditions under the Debt Commitment Letters as of the date of hereof (the “Alternate Financing”), and to obtain, and, if obtained, to provide the Seller with a copy of, a new financing commitment (the “New Financing Commitment”). In such event, the term “Debt Financing” as used in this Agreement and through the earlier shall be deemed to include any available portion of the Effective Time prior Debt Financing and the date on which Alternate Financing, and the term “Debt Commitment Letters” as used in this Agreement is terminated shall be deemed to include any commitment letters and fee letters entered into with respect to any Alternate Financing. Except with respect to any redactions consistent with redactions permitted in accordance Section 3.10, Buyer shall promptly deliver to the Seller’s true and complete copies of any commitment letters and fee letters, or any definitive agreements, entered into with Article VIIrespect to any Alternate Financing at or prior to the Closing. (c) The Buyer shall keep the Seller and the Company informed with respect to the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give the Seller and the Company prompt notice of any material change with respect to such Debt Financing (or Alternate Financing). Without limiting the foregoing, the Company shallBuyer agrees to notify the Seller promptly, and in any event within two (2) Business Days, if at any time (i) the Debt Commitment Letters shall expire or be terminated for any reason or the Buyer obtains Knowledge of any breach by any party of any Debt Commitment Letter to the extent it would impair or materially delay the Closing or result in insufficient financing to consummate the transactions contemplated by this Agreement, (ii) any financing source that is a party to the Debt Commitment Letters notifies the Buyer that such source no longer intends to provide its commitment of the Debt Financing to the Buyer on the terms set forth therein, or (iii) for any reason the Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing. Notwithstanding the foregoing, the Buyer shall not be required to disclose any information that is subject to the attorney client or work-product privilege or the disclosure of which would result in the breach of the Buyer’s confidentiality provisions set forth in the Debt Commitment Letters. The Buyer shall not, and shall cause each of its Subsidiaries Affiliates not to, use its and their reasonable best efforts to(i) without the prior written consent of the Seller, and cause its and their Representatives to, provide, after a request from Parent take or fail to take any action or (ii) other than with respect to any transactions by Buyer or any of its Representatives Affiliates currently in process and described to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent Seller prior to assist Parent the date hereof or otherwise made in the arrangementordinary course of business, syndication and enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to impair, delay or prevent the consummation of bank the Debt Financing contemplated by the Debt Commitment Letters. (d) The Buyer shall not amend, waive, modify or capital markets otherwise alter, or institutional debt financing transactions anticipated agree in writing to amend, waive, modify or alter, the Debt Commitment Letters without the prior written consent of the Seller to the extent that such amendment or alteration would (x) reduce the aggregate amount to be consummated funded under the Debt Financing on the Closing Date below an amount sufficient to fund the transactions contemplated hereby or (y) impose new or additional conditions or otherwise expand, amend or modify the conditions precedent to funding of the Debt Financing at the Closing in connection with a manner which could reasonably be expected to prevent or delay or impair the ability of the Buyer to consummate the transactions contemplated by this Agreement at the Closing. Without limiting the foregoing, the Buyer may amend, supplement, modify or replace the Debt Commitment Letters as in effect as of the date of this Agreement to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement. (e) Prior to the “Closing, the Seller shall, and shall cause the Company and its and their respective officers, employees and advisors to provide the Buyer such cooperation and documents as may be reasonably requested by the Buyer from time to time to assist the Buyer in consummating the Debt Financing”), including by: (i) providing furnishing the Buyer within a reasonable timeframe the Required Financial Information and, to the extent customary and reasonable and not unreasonably interfering with the conduct of the Seller’s business or the Business, other financial and other pertinent information regarding the Company Reserve ReportsSecurities, lease operating statements the Business, and production reports the assets and operations of the Business; (ii) participating in a reasonable number of management and other meetings, conference calls, presentations, and sessions with rating agencies and sessions with Debt Financing Sources or prospective lenders on reasonable advance notice and during normal business hours and cooperating in marketing efforts, including providing customary authorization letters or management representation letters (including customary 10b-5 letters) with respect to the Company Oil financial statements and Gas Interests evaluated in financial information of the Company Reserve Reports for to the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days Debt Financing Sources as contemplated by the Debt Commitment Letter; (iii) furnishing the Buyer no later than three (3) Business Days prior to the Closing Date; (ii) providing with all documentation and other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and Buyer in writing at least ten (10) Business Days prior to the extent customary, consenting Closing Date which are required by any applicable Governmental Entity with respect to the inclusion thereof in Debt Financing under applicable “know your customer” and Anti-Money Laundering Laws, including the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and PATRIOT Act; (iv) providing Parent assisting in the delivery and its Representatives such information regarding the Companyexecution of definitive financing documentation (including customary officer’s business, certificates and making available such personnelcorporate resolutions, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 applicable) and, if requested by the Buyer, facilitating the execution and delivery at the Closing of such documentation (provided that all such authorization, execution and delivery shall be subject deemed to become effective only if and when the Confidentiality Agreement. (c) Notwithstanding anything to the contrary Closing occurs); provided that, except as set forth in this Section 5.18clause (vi) below, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or Seller and its Subsidiaries or any of their respective Representatives Affiliates shall be required to take execute any action pursuant credit or security documentation or any other definitive agreement or provide any indemnity, certificate or legal opinion that becomes effective prior to this Section 5.18 the Closing; (v) providing (A) materials, data and other information reasonably necessary to prepare mortgages covering the Company Securities, (B) title information for the assets underlying the Business that is available to the Seller and (C) information necessary to complete customary environmental reviews and questionnaires required by the Buyer’s financing sources; and (vi) assisting and facilitating the pledging of security interests in the Company Securities (including by reasonably cooperating to permit the Buyer’s financing sources to evaluate the Company Securities) and the Company’s assets and the release and termination of any existing liens in or security interests on the Company Securities, and, to the extent such requested action would reasonably be expected to interfere unreasonably with required by the ongoing business or operations of the Debt Commitment Letters, Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewithassets, in each case, that (A) is effective prior to with effect as of or following the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light Closing; provided that, no such cooperation of the facts and circumstances at the time approved, authorized, executed Seller or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which the extent it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf would (A) unreasonably disrupt the conduct of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company Seller’s or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets Affiliates’ business or the violation of any confidentiality obligation; Business, (viB) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder officer or Representative employee of the Company Seller or any of its Subsidiaries Affiliates to incur any personal liability, (C) require Seller to waive or amend any terms of this Agreement, (D) cause any default or misrepresentation under this Agreement, (E) violate any applicable Law, contractual obligation or Organizational Documents of Seller or the Company or (F) require Seller to provide any information if Seller determines, in its reasonable judgment, that doing so would violate any applicable Law, Order or a Contract or obligation of confidentiality owing to a non-affiliated Person or jeopardize the protection of an attorney-client privilege; and provided, further, that until the Closing occurs, the Company shall (xix) none not have any liability or any obligation under any agreement or document related to the Debt Financing and (y) not be required to incur any liability in connection with the Debt Financing unless promptly reimbursed or satisfactorily indemnified by the Buyer. The Seller, including on behalf of the Company, hereby consents to the customary use of the logos of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor in connection with respect to the any Debt Financing. (df) Parent The Seller shall, and shall indemnifycause the Company to, defenduse reasonable best efforts to promptly supplement any information provided pursuant to this Section 4.22 to the extent that any such information, to the Knowledge of the Seller and Company, when taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading. (g) The Buyer shall indemnify and hold harmless the Company, Seller and its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) Affiliates from and against any and all losses, damages, claims, costs, costs or expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by any of them in connection with its performance of its obligations under this Section 4.22 or in connection with the Debt Financing, in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or wilful misconduct of, or breach of this Section 4.22 by, the Seller or its Affiliates. Notwithstanding anything herein to the contrary, (i) any action taken by them at the request condition set forth in Section 6.1(c)(i), as it applies in respect of Parent pursuant to the Seller’s obligations under this Section 5.18 or 4.22, shall be deemed satisfied unless Seller has knowingly and wilfully breached its obligations under this Section 4.22 and which such breach directly resulted in the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedBuyer not being able to obtain the Debt Financing.

Financing Cooperation. (a) The Company shall use its reasonable best efforts to, and shall cause its Subsidiaries and its and their respective Representatives to use their reasonable best efforts to provide customary cooperation in connection with the arrangement of any debt financing to fund the transactions contemplated hereby (the “Debt Financing”) as may be reasonably requested by Parent, including: (i) participating in a reasonable number of meetings, due diligence sessions and sessions with prospective financing sources, investors and ratings agencies, in each case, upon reasonable advance notice, during normal business hours, and at mutually agreed times, (ii) cooperating with Parent’s marketing efforts in connection with the Debt Financing, including by assisting with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Debt Financing; provided that, Parent shall cooperate with each is solely responsible for the content of any pro forma financial statements, synergies, projections or adjustments contained therein other with respect to customary than the content of historical financial information of the Company contained therein, (iii) taking corporate actions for transactions of this type that are reasonably requested by Parent to permit the consummation of the Debt Financing, including executing and delivering any definitive financing documents; provided that no such actions or documents shall be taken required to be effective prior to the Closing, (iv) furnishing, at least three (3) Business Days prior to the Closing, such documentation and information as is requested in writing by Parent at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, (v) facilitating the termination and payoff of the commitments under the indebtedness set forth on Section 6.05 of the Company Disclosure Schedule (the “Payoff Indebtedness”) at Closing upon or simultaneously with the funding of the Debt Financing and arranging for delivery to Parent of payoff letters, lien terminations and other instruments of discharge in customary form and substance in respect of the Payoff Indebtedness (the “Payoff Letters”) and (vi) furnishing Parent with any pertinent and customary information (including financial information) regarding the Company and its Subsidiaries as may be reasonably requested by Parent in connection with the Debt Financing. (b) The Company shall furnish to Parent, as soon as reasonably practicable, (i) the audited consolidated balance sheets of the Company and its Subsidiaries as at the end of, and related statements of income and cash flows of the Company and its Subsidiaries for, the most recently completed fiscal year ended at least 60 days prior to the Closing Date and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of, and related statements of income and cash flows of the Company and its Subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Company and its Subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (a) and ended at least 45 days before the Closing Date (in the case of this clause (b), without footnotes), in each case of clauses (i) and (ii), prepared in accordance with GAAP. The Company shall use reasonable best efforts to furnish to Parent promptly after Parent’s written request therefore, to the extent reasonably required in connection with the Debt Financing, (i) other Company information of the type required by Regulation S-X or Regulation S-K under the 1933 Act in connection with a registered offering of securities by Parent and other information of the type customarily included in (A) a bank information memorandum of Parent and (B) a registered offering of Parent debt securities by Regulation S-X and Regulation S-K under the 1933 Act (which, for the avoidance of doubt, shall not include Company financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information), and (ii) Company information of the type and form that are customarily included in a private placement of Parent debt securities pursuant to Rule 144A promulgated under the 1933 Act. Solely as required by the terms of the Debt Financing, the Company or shall assist Parent in securing the customary cooperation of the independent accountants of the Company and its Subsidiaries under any Subsidiaries. (c) The Company hereby consents, on behalf of itself and its Subsidiaries, to the use of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) and its Subsidiaries’ logos in connection with the MergerDebt Financing; provided that none such logos are used in a manner that is not intended or likely to harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, in no event shall “reasonable best efforts” of the Company, its Subsidiaries or their Representatives respective officers, directors, employees, agents, attorneys, accountants and advisors be deemed to construe to require such Persons to and such Persons shall not be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action it would reasonably be expected to unreasonably interfere unreasonably with the ongoing business or operations of the Company and or any of its Subsidiaries; , (ii) none of pay any fee or reimburse any expense in connection with the Company or its Subsidiaries or any of their respective Representatives shall be required to Debt Financing unless and until the Closing occurs, (iii) pass resolutions or consents to approve or authorize the Debt Financing or the execution and delivery of the Financing definitive documentation related thereto or require the board of directors (or any similar governing body) to take any other action under or cause any of its representatives to waive or amend any terms of this Section 5.18, Agreement or execute to approve the execution or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification delivery of any existing certificate, document, instrument document or agreement certificate in connection therewithwith the Debt Financing, in each casecase that is not contingent on, that (A) is effective prior to the Effective Time or that would be effective if prior to, the Effective Time does not occur or (B) would be inaccurate in light occurrence of the facts and circumstances at the time approvedClosing, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that will conflict with or violate their formation or organizational documents or result in the contravention of, or would reasonably be expected to conflict with, result in any a violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; material agreement in any material respect (ixin each case prior to the Closing), (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would could reasonably be expected to cause result in any officer, director, officer, employee, shareholder agent, attorney, accountant or Representative advisor of the Company or any of its Subsidiaries incurring personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to any matters related to the Debt Financing, (vi) take any action that could reasonably be expected to cause any condition to Closing set forth in this Agreement to fail to be satisfied or otherwise cause any breach of this Agreement that would provide Parent the right to terminate this Agreement (unless, in each case, waived in advance by Parent), (vii) incur any personal liability; and liability under the Debt Financing prior to the Closing Date or (xiviii) none cause the delivery of any legal opinions, any authorization letters or any certificate (including as to solvency or beneficial ownership) by the Company or its Subsidiaries, prior to Subsidiaries (except customary documents in connection with the Effective Time, shall be an issuer or other obligor with respect to termination and payoff of the FinancingPayoff Indebtedness). (de) Parent shall indemnify, defend, indemnify and hold harmless the Company, its Subsidiaries and or any of their respective Representatives Representatives, directors, officers, employees, representatives and advisors (the “Section 5.18 Indemnified Parties”including legal, financial and accounting advisors) from and against any and all losses, damagesliabilities, claims, costs, costs or expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) the arrangement of the Debt Financing and any action taken by them at cooperation efforts set forth herein, except to the extent such losses, liabilities, costs or expenses arise from breach of this Agreement or result from the gross negligence, bad faith or willful misconduct of the foregoing. Upon the written request of the Company after the earlier of the Closing or the valid termination of this Agreement in accordance with its terms for any reason, Parent pursuant to shall promptly reimburse the Company for all reasonable and documented out-of-pocket costs or expenses incurred by the Company and its Subsidiaries in connection with cooperation provided for in this Section 5.18 6.05. (f) Parent and its Representatives shall not allege that the Company, its Subsidiaries, or their respective Representatives is or has not been in compliance with this Section 6.05 for purposes of the Preferred Redemptioncondition set forth in Section 9.02(b) unless and until Parent provides written notice of the alleged failure to comply specifying in reasonable detail specific steps to cure such alleged failure, which failure to comply has not been cured within five (ii5) Business Days from receipt of such written notice. Notwithstanding anything to the contrary contained in this Agreement, the condition set forth in Section 9.02(b), as it applies to the Company’s, its Subsidiaries’ and their Representatives’ obligations under this Section 6.05, shall be deemed satisfied if the Company’s, its Subsidiaries’ or their Representatives’ breach(es), if any, of their respective obligations under this Section 6.05 did not cause the failure of Parent to obtain the Debt Financing. (g) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees that its obligation to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein are not conditioned upon the availability or consummation of the Debt Financing or any information utilized in connection therewith (other than information provideddebt financing, the availability of any alternate debt financing, the availability of any equity financing or receipt of the proceeds therefrom.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior Prior to the Closing or that would be effective if Closing, upon the Closing does not occur. (b) From and after the date reasonable request of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIParent, the Company Seller shall, and shall cause each of its Subsidiaries to, use its the Acquired Companies and their reasonable best efforts to, and cause its and their respective Representatives to, provide, after a request from cooperate reasonably with Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with Parent’s financing of the transactions contemplated by this Agreement hereby (the “Financing”); provided, including that, notwithstanding this Section 4.5 or anything else in this Agreement: (i) providing Seller and the Company Reserve ReportsAcquired Companies will not be required to deliver or cause the delivery of any definitive document, lease operating statements and production reports with respect legal opinions or any certificate as to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing solvency or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each casecase related to the Financing, that (A) is would be effective prior to the Effective Time or that would be effective if the Effective Time does not occur or Closing; (Bii) would be inaccurate nothing in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this this Section 5.18 prior 4.5 will require Seller or Seller’s Affiliates, including the Acquired Companies to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by Seller or such Acquired Company with respect to a particular period; (iii) no liability or obligation (including any liability or obligation to pay any commitment or other similar fee) of Seller or the Company Acquired Companies under any certificate, document or its Subsidiaries in the ordinary course of their business and not readily available instrument related to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or will be effective until the Closing, and neither Seller nor any other action contemplated by this Section 5.18; (viii) none of the Acquired Company or its Subsidiaries or any of their respective Representatives shall will be required to take any action under any such certificate, document or instrument that is not contingent upon consummation of the Closing (including the entry into any agreement that is effective before the Closing) or that would reasonably be expected effective before the Closing (it being agreed that nothing shall prevent delivery of executed documents in escrow to conflict withbe effective as of the Closing); (iv) neither Seller nor any Acquired Company will be required to issue any prospectus, result information memorandum, “bank book” or other analogous document in connection with the Financing; and (v) in no event will Seller or any violation Acquired Company be required to (A) pay any commitment fee or breach ofother fee or payment to obtain consent, or default (to incur any liability with or without notice, lapse of timerespect to, or both) under, cause or permit any Claim to be placed on any of their respective organizational or governing documentsassets in connection with, the Financing (or any applicable agreement or document in connection therewith) before the Closing, (B) disclose information in connection with the Financing where the Company determines that such disclosure could jeopardize the attorney-client privilege or contravene any law or Contracts; contract, (ixC) none provide cooperation in connection with the Financing to the extent it could cause any condition to the Closing not to be satisfied or a breach of the Company this Agreement or its Subsidiaries or any of their respective Representatives shall be required to (D) take any action in connection with the Financing that would cause could unreasonably interfere with the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none ongoing operations of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the FinancingAcquired Companies. (db) Parent shall indemnifywill promptly, defendupon request by Seller, reimburse Seller, its Affiliates or an Acquired Company, as applicable, for all fees, costs and expenses (including fees and expenses of any advisors) incurred by such Persons and their respective advisors in connection with this Section 4.5 and will indemnify and hold harmless the Company, its Subsidiaries each such Person and their respective Representatives (the “Section 5.18 Indemnified Parties”) advisors from and against any and all losses, damages, claims, costs, costs or expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by any of them in connection with (i) any action taken by them at the request arrangement of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) Financing and any information utilized used in connection therewith (other than except, in each case, to the extent such losses arose from the intentional breach or willful misconduct of Seller, its Affiliates or any Acquired Company or from any material inaccuracy of any information providedprovided to Parent by Seller, its Affiliates or any Acquired Company. This Section 4.5 is intended to be for the benefit of Seller, each Acquired Company, and their respective Affiliates and may be enforced by any such Person as if such Person were a party to this Agreement.

Financing Cooperation. (a) The Company Parent expressly acknowledges and Parent shall cooperate with each other with respect to customary actions for transactions of this type agrees that are reasonably requested by Parent to be taken by neither the Company or its Subsidiaries under any availability, the terms nor the obtaining of the Company’s outstanding debt securities, the Company Credit Agreement (Financing or commitment letters any other financing is in respect of bank or institutional loans) in connection with any manner a condition to the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the obligations of Parent to consummate the transactions contemplated hereby, and reaffirms its obligation to consummate the Merger, the Closing does not occurand the transactions contemplated hereby, irrespective and independently of the availability of the Financing or any other financing. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the The Company shall, and shall cause each of its the Company Subsidiaries to, use its and their reasonable best efforts to, and shall use its reasonable best efforts to cause its and their respective Representatives to, provideprovide customary cooperation and customary financial information, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as in each case that is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated upon reasonable prior written notice in connection with any financing obtained or to be obtained by Parent for the transactions contemplated by this Agreement purpose of financing the Merger or any transaction undertaken in connection therewith (the “Financing”), including by (i) providing furnishing, or causing to be furnished, to Parent (A) audited consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the Company Reserve Reports, lease operating statements and production reports with respect for each of the three most recently completed fiscal years of the Company ended at least 60 days prior to the Company Oil Closing Date, prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year, and Gas Interests evaluated (B) unaudited condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows (in the Company Reserve Reports for the fiscal year ended December 31each case, 2018 subject to normal year-end adjustments and absence of footnotes) for each subsequent fiscal quarter thereafter ending ended on a date that is at least 45 40 days prior to the Closing Date; provided that the financial statements required to be delivered pursuant to this clause (i) shall be deemed to have been delivered on the date on which such items have been publicly filed with, and made available on the website of, the SEC or made publicly available on the website of any national securities exchange, and (ii) providing other using reasonable best efforts to cause the Company’s and the Company Subsidiaries’ independent accountants, as reasonably requested by ▇▇▇▇▇▇, to (A) consent to the use of their audit reports on the financial statements, data, information statements of the Company and assistance and cooperation reasonably necessary for Parent the Company Subsidiaries in each such case any materials relating to prepare pro forma combined financials the Financing or in connection with any filings made with the SEC or pursuant to the terms Securities Act or Exchange Act in connection with the Financing, (B) provide any customary “comfort letters” (including drafts thereof that such accountants are prepared to issue at the time of pricing and at closing of any offering or placement of the Commitment Letters; (iiiFinancing) providing other financial statements, financial data necessary and information regarding the Company and its Subsidiaries reasonably requested in writing by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any debt capital markets transaction comprising a part of the Financing. All non-public information exchanged pursuant to this Section 5.18 , and (C) participate in a reasonable number of customary due diligence sessions; provided, however, that (1) no such cooperation shall be subject required to the Confidentiality Agreement. extent it would (cI) Notwithstanding anything unreasonably interfere with the conduct of the Company’s or any Company Subsidiary’s business, (II) require the Company or any of the Company Subsidiaries to incur any fees, expenses or other liability or to reimburse any expenses prior to the contrary set forth in this Section 5.18, in connection with the Financing Effective Time for which it has not received prior reimbursement or any other action contemplated is not otherwise indemnified by this Section 5.18or on behalf of Parent, (iIII) none be reasonably expected to cause any Representative of the Company or its Subsidiaries or any of their respective Representatives shall be required Company Subsidiary to take incur any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; personal liability, (iiIV) none of require the Company or its Subsidiaries any Company Subsidiary to waive, breach or amend any terms of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18Agreement, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any other existing certificate, document, instrument agreement or agreement other documentation in connection therewith, in each case, therewith that (A) is would be effective prior to the Effective Time or that would be effective if Time, (V) require the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approvedCompany, authorized, executed or delivered, as applicable; (iii) none of the any Company or its Subsidiaries Subsidiary or any of their respective Representatives to provide any information that is prohibited or restricted by applicable Law or is legally privileged (provided, however, that the Company shall become bound by any terms use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of the Financing Law or any other action contemplated by this Section 5.18 prior to allow for such access or disclosure to the Effective Time; maximum extent that does not result in a loss or waiver of such legal privilege), (ivVI) none of require the Company, any Company or its Subsidiaries Subsidiary or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict conflicts with, result or results in any violation or breach of, or default (with or without notice, notice or lapse of time, or both) under, the organizational documents of the Company or any Company Subsidiary, any applicable Laws, or any Contracts of the Company or any Company Subsidiary, or (VII) require the Company, any Company Subsidiary or any of their respective organizational Representatives to produce any financial information regarding the Company and the Company Subsidiaries that is not readily available or governing documentswithin the Company’s possession or to prepare or produce any projections or pro forma financial statements and (2) the Company, the Company Subsidiaries and their respective Representatives shall not be required to execute any credit or security documentation or any applicable law other definitive agreement (other than customary authorization and representation letters in connection with the Financing), adopt any resolution or Contracts; otherwise take any corporate or similar action or incur any obligation or liability in connection with the Financing or to approve or authorize the Financing (ixincluding the documentation or instruments pursuant to which the Financing is obtained) none or provide any indemnity, in each case of this clause (2), prior to the Effective Time, and shall not be required to deliver or cause to be delivered any opinion of counsel or solvency certificate in connection with such cooperation. The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Financing so long as such logos are used solely in a manner that is reasonable and customary and not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries. (c) Parent shall indemnify and hold harmless the Company, the Company Subsidiaries, and their respective Representatives from and against any claims, damages, injuries, judgments, awards, penalties, fines, costs, settlement payments, expenses, liabilities or losses suffered or incurred by them based on, arising out of, relating to or in connection with, in whole or in part, the Financing or their cooperation therewith and any information utilized in connection therewith, except in the event such claims, damages, injuries, judgments, awards, penalties, fines, costs, settlement payments, expenses, liabilities or losses arise out of or result from (i) the willful misconduct, gross negligence or bad faith of the Company and the Company Subsidiaries or any of their respective Representatives, (ii) the material breach by the Company of its obligations under this Agreement or (iii) any intentional misstatement or omission in information provided in writing hereunder by or on behalf of the Company, the Company Subsidiaries or any of their respective Representatives shall be required to take any action that would cause for use in connection with the Financing (clauses (i) through (iii), collectively, the “Indemnity Exceptions”). Parent shall, promptly upon request by the Company, reimburse the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of and the Company or its Subsidiaries or any for all reasonable and documented out-of-pocket costs actually incurred by the Company and the Company Subsidiaries (including those of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, reasonable and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable documented attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them ) in connection with (i) any taking action taken required or requested by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption7.8, (ii) any information utilized in connection therewith (other than information providedthose arising out of or resulting from the Indemnity Exceptions.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or use its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shallreasonable best efforts to, and shall cause the Company Subsidiaries and each of its Subsidiaries to, their respective Representatives to use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and all cooperation as is reasonably requested by Buyer or Buyer Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions financing of the transaction contemplated by this Agreement under Buyer Parent’s existing credit facilities or any other definitive debt financing (the including debt securities) sought by Buyer or Buyer Parent (in each case, a “Financing”), including (i) providing the Company Reserve Reports, lease operating statements access to or promptly furnishing reasonably requested financial and production reports other information with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports Subsidiaries, in each case, that are required for the fiscal year ended December 31Financing, 2018 (ii) reasonable and for each fiscal quarter thereafter ending customary assistance with marketing efforts and diligence related to the Financing, including inventory appraisals and field audits with respect to the Acquired Entities (at the sole cost and expense of Buyer), (iii) executing and delivering customary definitive financing documents including any pledge and security documents, guarantee and collateral documents and any other definitive financing documents as may be reasonably requested by Buyer in connection with the Financing; provided that (A) none of the foregoing documents or certificates shall be executed and/or delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after or concurrently with, the occurrence of the Closing and (C) no liability shall be imposed on any Seller or any of their respective officers or employees, and (iv) at least 45 three Business Days prior to the Closing, delivery to Buyer or Buyer Parent of documentation and other information is requested in writing by Buyer or Buyer Parent at least 10 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customaryrequired by regulatory entities under applicable “know your customer” and anti-money laundering rules and regulations, consenting including the PATRIOT Act and regulations with respect to beneficial ownership. The Company hereby consents to the inclusion thereof use of its and the Company Subsidiaries’ logos in connection with such Financing; provided, however, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Financing Company or the Company Subsidiaries (such consent not including their reputation or goodwill). (b) Prior to the Closing, the Company shall use reasonable best efforts to cause to be unreasonably withheldprepared and deliver to Buyer, conditioned or delayedno later than (i) 90 days following the end of each fiscal year (commencing with the fiscal year ended May 31, 2024); , the audited consolidated balance sheets of the Company as of the end of such fiscal year and the related audited consolidated statements of income, stockholders’ equity and cash flows for such fiscal year and (ivii) providing Parent 45 days following the end of each fiscal quarter (commencing with the first fiscal quarter ended after the date hereof), the unaudited consolidated balance sheets of the Company as of the end of such fiscal quarter and its Representatives the related unaudited consolidated statements of income, stockholders’ equity and cash flows for such information regarding fiscal quarter (clauses (i) and (ii), collectively, the “Additional Financial Information”), which Additional Financial Information shall be prepared in accordance with the Company’s businesspast practices for preparing financial statements of Acquired Entities. If any of the Additional Financial Information has not been completed as of the dates set forth above, the Company and Buyer shall cooperate in good faith for Buyer to be assigned the engagement with the auditor conducting the audits thereof with respect to such Additional Financial Information, and making available such personnel, Buyer shall use reasonable best efforts to cause the Additional Financial Information to be completed as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreementpromptly as practicable. (c) Notwithstanding anything to the contrary set forth in this Section 5.186.15(a), in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives Acquired Entities shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement pay or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur payment or cause or permit any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect Lien to immaterial costs or expenses, for which it is not indemnified by or be placed on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required assets prior to disclose or provide any information the Closing in connection with any Financing, (ii) incur any liability or give any indemnity in connection with any Financing prior to the Financing or Closing, (iii) execute prior to the Closing any definitive debt financing documents (other than customary representation and authorization letters), including any other action contemplated by this Section 5.18certificates or documents in connection with any Financing, except for any execution of documents that are conditioned upon the disclosure Closing, (iv) take any corporate actions prior to the Closing to permit the consummation of whichany Financing (except for any corporate actions that are conditioned upon the Closing), (v) make any certifications that it does not reasonably in the reasonable good faith judgment of the Companybelieve to be true, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict withrequire any director, result in any violation officer or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none employee of the Company Acquired Entities to execute any document, agreement, certificate or its Subsidiaries or any of their respective Representatives shall instrument that would be required effective prior to the Closing (other than customary authorization letters), (vii) take any action that would unreasonably interfere with the ongoing business or operation of the Acquired Entities, (viii) take any action that would conflict with or violate the organizational documents of the Acquired Entities, any Material Contract to which any Acquired Entity is party or Applicable Law or (i) cause any director, officer or employee of the Acquired Entities to incur any personal liability or (ii) cause the directors or managers of the Acquired Entities to adopt resolutions approving the agreements, documents and instruments pursuant to which any Financing is obtained unless Buyer shall have determined that such directors and managers are to remain as directors and managers of the Acquired Entities on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing. (d) Notwithstanding any other provision set forth herein or in any other agreement between the Parties (or their respective Affiliates), Sellers and Acquired Entities agree that Buyer, Buyer Parent and their respective Affiliates may share any information with respect to the Acquired Entities with their financing sources (including potential financing sources) in connection with any Financing; provided, however, that the recipients of such information and any other information contemplated to be provided by Company or any of its Subsidiaries Affiliates pursuant to breach this Section 6.15 agree to customary confidentiality arrangements, including “click through” confidentiality agreements and confidentially provisions contained in customary bank books and offering memoranda. (e) In no event shall Buyer’s obligation to consummate the Closing be conditioned on the receipt of any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (df) Parent The Company shall indemnifyuse reasonable best efforts to cause the financing statements or other evidence of Liens set forth in Section 6.15(f) of the Disclosure Schedule to be terminated (and to deliver customary evidence thereof to Buyer) prior to the Closing. (g) At or prior to the Closing, defendthe Company shall use reasonable best efforts to terminate, unwind and hold harmless fully discharge, with no remaining post-Closing Liabilities or obligations owed to or by any Acquired Entity thereunder, all Hedging Arrangements to which any Acquired Entity is a party. (h) Notwithstanding anything to the contrary in this Agreement, for all purposes of this Agreement (including the condition set forth in Section 9.01(b)(ii) as it applies to the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to ’s obligations under this Section 5.18 6.15) the Company’s obligations under this Section 6.15 shall be deemed satisfied unless (A) the Company has materially breached its obligations under this Section 6.15, (B) Buyer has notified the Sellers, Seller Representative or the Preferred Redemption, Company of such material breach in writing and the Company fails to cure such breach within 10 Business Days following receipt of such notice and (iiC) any information utilized in connection therewith (other than information providedsuch material breach was a proximate cause of Buyer’s failure to obtain the Financing.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior Prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIClosing, the Company shall, and shall cause each of its Subsidiaries to, use their respective commercially reasonable efforts to cooperate with Parent and its Subsidiaries in connection with the arrangement, marketing or consummation of the Financing, as and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is when reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection on reasonable notice (so long as such cooperation does not unreasonably interfere with the transactions contemplated by this Agreement (ongoing operations of the “Financing”Company and its Subsidiaries), including using commercially reasonable efforts to: (i) providing furnish Parent and its financing sources with the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and following information regarding the Company and its Subsidiaries (it being understood and agreed that such material shall be deemed furnished if it is filed by the Company with the SEC and available on the SEC’s ▇▇▇▇▇ website): (A) audited consolidated financial statements (including balance sheets, statements of income and cash flows, a statement of shareholders equity and related notes) for the fiscal years ended December 31, 2012 and 2013, each of them prepared in accordance with GAAP as soon as reasonably requested practicable after the date hereof; (B) audited consolidated financial statements (including balance sheet, statement of income and cash flows, a statement of shareholders equity and related notes) for the fiscal year ending December 31, 2014, prepared in accordance with GAAP (the “Audited Consolidated 2014 Financial Statements”) as soon as reasonably possible after the end of the 2014 fiscal year, consistent with the timing achieved by Parent the Company in respect of its Annual Report on Form 10-K for the year ended December 31, 2013 but in no event later than the filing deadline under the Exchange Act to consummate file with the Financing SEC its Annual Report on Form 10-K for the year ended December 31, 2014; (C) a reconciliation to International Financial Reporting Standards issued by International Accounting Standards Board (“IFRS”) of the balance sheet and statement of income included in the Audited Consolidated 2014 Financial Statements to the extent customary, consenting to required for the inclusion thereof in pro forma financial statements covered by (iii) below (the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv“Reconciled Consolidated 2014 Financial Statements”) providing Parent and its Representatives such information regarding reasonably promptly following the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of time the Company or its Subsidiaries or any of their respective Representatives shall be required furnishes to take any action pursuant Parent the Audited Consolidated 2014 Financial Statements and using all reasonable efforts to this Section 5.18 to furnish the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances Reconciled Consolidated 2014 Financial Statements at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or furnishes Parent the Audited Consolidated 2014 Financial Statements; (D) unaudited consolidated financial statements for any interim period following December 31, 2014 (including the corresponding interim period in the prior year), prepared in accordance with GAAP and reviewed as per applicable “U.S. Generally Accepted Auditing Standards” (the “Unaudited Consolidated Interim Financial Statements”) as soon as reasonably possible after the end of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement orsuch interim period, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection consistent with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared timing achieved by the Company or in respect of its Subsidiaries Quarterly Report on Form 10-Q for such period in 2014, but in no event later than the ordinary course of their business and not readily available to it; (vii) none of date the Company or its Subsidiaries or any of their respective Representatives shall be is required to deliver any legal opinion or negative assurance letter in connection file with the Financing or any other action contemplated by this Section 5.18SEC its Quarterly Report on Form 10-Q for the applicable interim period; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedand

Financing Cooperation. (a) The Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of its Subsidiaries to use its respective reasonable best efforts, and will use its reasonable best efforts to cause its and their respective directors, officers, employees and representatives to use reasonable best efforts, to provide Parent shall cooperate and Merger Sub with each other with respect to all customary actions for transactions of this type that are cooperation reasonably requested by Parent or Merger Sub to assist it in causing the conditions in its Debt Commitment Letters to be taken satisfied or as is otherwise customary and reasonably requested by the Company Parent or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) Merger Sub in connection with the Merger; provided that none Debt Financing, including using reasonable best efforts in connection with: (i) appropriate members of senior management of the CompanyCompany participating in a reasonable and limited number of meetings, calls, presentations, due diligence sessions and sessions with Debt Financing Sources and/or rating agencies; (ii) reasonably assisting Parent, Merger Sub and the Debt Financing Sources with the preparation of customary rating agency presentations, bank information memoranda and lender presentations required in connection with its Debt Financing (including customary authorization letter), providing unaudited monthly financial statements of the Company and its Subsidiaries or their Representatives shall be required (in the form of the schedule attached to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to Section 5.15(a)(ii) of the Closing or that would be effective if Company Disclosure Letter) no later than 15 days after the Closing does not occur. (b) From and final day of each month after the date of this Agreement and through the earlier of the Effective Time such other customary and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports readily available information with respect to the Company Oil and Gas Interests evaluated its Subsidiaries as may reasonably be requested by Parent, Merger Sub or the Debt Financing Sources; (iii) reasonably assisting Parent and Merger Sub in connection with the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days preparation of (but not executing prior to the Closing Date; ) any pledge and security documents and other definitive financing documents as may be reasonably requested by Parent, Merger Sub or the Debt Financing Sources and otherwise reasonably cooperating with Parent and/or Merger Sub in facilitating the pledging of collateral and the granting of security interests required by its Debt Commitment Letters, it being understood that such documents will not take effect until the Effective Time; (iiiv) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to facilitating (A) the terms pledging or the reaffirmation of the Commitment Letters; pledge of collateral and (iiiB) providing other financial statements, financial data and information regarding the payoff of existing indebtedness for borrowed money of the Company and its Subsidiaries (including under the Credit Agreements) and the release and termination of any and all related Liens (including obtaining and delivering the Payoff Letters and other cooperation in connection therewith) to the extent required by its Debt Commitment Letters, on or prior to the Closing Date; (v) taking all corporate and other customary actions, subject to the occurrence of the Closing, reasonably requested by Parent or Merger Sub to consummate (A) permit the consummation of the Debt Financing and (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the extent customarySurviving Corporation), consenting and (B) cause the direct borrowing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; (vi) if reasonably requested in writing at least 10 Business Days prior to the inclusion thereof in Closing, providing at least 3 Business Days prior to Closing, Parent, Merger Sub and/or the Debt Financing Sources with all documentation and other information required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations; and (such consent not to be unreasonably withheld, conditioned or delayed); and (ivvii) providing Parent reasonable and its Representatives such information regarding customary cooperation to Parent, Merger Sub and the Company’s business, Debt Financing Sources (or third party evaluators on their behalf) in obtaining customary appraisals and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, field exams required in connection with the Debt Financing upon reasonable prior notice during normal business hours and in providing such available information as it reasonably requested to assist Parent and Merger Sub in their preparation of borrowing base certificates required in connection with the Debt Financing and determination of eligible borrowing base assets, including permitting prospective lenders or investors involved in the Debt Financing to evaluate the Company’s and its Subsidiaries’ inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting field exams, commercial finance examinations and inventory appraisals, conducting other customary collateral-related diligence and reasonably assisting Parent and Merger Sub with the establishment of blocked account and control agreements of the Company and its Subsidiaries to be effective no earlier than the Effective Time) in connection with the Debt Financing, in each case, to the extent customary and necessary to obtain any portion of the Debt Financing consisting of an asset-based credit facility. (b) Nothing in this Section 5.15 will require the Company or any other action contemplated by this Section 5.18, of its Subsidiaries to (i) none waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time, (ii) cause any condition set forth in Article VI to not be satisfied, (iii) enter into any definitive agreement that would be effective prior to the Effective Time or that is not contingent on the occurrence of the Effective Time, (iv) give any indemnities that are effective prior to the Effective Time, or (v) take any action that, in the good faith determination of the Company, would unreasonably interfere with the ordinary conduct of the business or the Company and its Subsidiaries. In addition, no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives shall pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than a customary authorization letter) will be effective until the Effective Time, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, documentagreement, legal opinionarrangement, document or instrument that is not contingent on the occurrence of the Closing or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is must be effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate Time. Nothing in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; 5.15 will require (ivA) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder officer or Representative of the Company or any of its Subsidiaries to incur deliver any certificate or opinion (including any accountants’ cold comfort letters or reliance letters) or take any other action under this Section 5.15 that could reasonably be expected to result in personal liability; and liability to such officer or Representative or (xiB) none of the Company Board or its Subsidiaries, the Special Committee to approve any financing or Contracts related thereto prior to the Effective Time, shall be an issuer or other obligor with respect . (c) The Company hereby consents to the Financinguse of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos (i) are used solely in a manner that is not intended to, or reasonably likely to, harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and (ii) are used solely in connection with a description of the Company or any of its Subsidiaries, its or their respective businesses and products, or the Merger or the other transactions contemplated hereby. (d) All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall indemnifyand Merger Sub will be permitted to disclose such information to any financing sources or prospective financing sources that are or may become parties to the Debt Financing (and, defendin each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto or (ii) are subject to customary confidentiality arrangements no less restrictive than the Confidentiality Agreement, including customary “click-through” or similar confidentiality arrangements used in financings similar to the contemplated Debt Financing. (e) Promptly upon request by the Company, Parent will reimburse the Company for any reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company or any of its Representatives in connection with the cooperation of the Company and its Representatives contemplated by this Section 5.15. (f) Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments judgments, penalties and penalties amounts paid in settlement suffered or incurred by them in connection with (i) any action taken by them at their cooperation in arranging the request of Parent Debt Financing pursuant to this Section 5.18 Agreement or the Preferred Redemption, (ii) any provision of information utilized in connection therewith (other than information providedprovided by the Company, its Subsidiaries and/or their respective Representatives expressly for use in connection with the Debt Financing), except to the extent such liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement arise out of or result from the gross negligence, willful misconduct or bad faith of the Company, its Subsidiaries and/or their respective Representatives. (g) Notwithstanding the foregoing, Parent and Merger Sub acknowledge and agree that obtaining the Financing is not a condition to the Closing.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior Prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIITime, the Company shall, and shall cause each of its the Company Subsidiaries to, and shall use its and their reasonable best efforts to, and to cause its and their Representatives to, provideprovide all customary cooperation and all customary financial information, after a request from Parent or any of its Representatives to do soin each case, on a timely basis, such customary assistance and cooperation as that is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated Merger Sub in connection with the transactions contemplated by this Agreement (the “Financing”), including including: (i) providing furnishing to Parent such financial statements and other information regarding the Company Reserve Reportsand the Company Subsidiaries as is reasonably requested in writing by Parent and (A) customarily required in connection with the execution of financings of a type similar to the Financing, lease operating statements including in connection with the preparation of customary marketing documents (and production reports any supplements thereto) relating to the Financing (including (1) identifying whether any information provided to Parent constitutes material non-public information and (2) executing customary authorization letters (including customary representations with respect to accuracy of information) authorizing the Company Oil and Gas Interests evaluated distribution of such applicable information) or (B) necessary to satisfy the conditions set forth in the Company Reserve Reports for Debt Commitment Letter; (ii) reasonably cooperating with any customary due diligence process as reasonably requested by Parent or the fiscal year ended December 31Financing Entities, 2018 including participating in a reasonable number of due diligence sessions, and for cooperating with the customary marketing efforts of Parent, in each fiscal quarter thereafter ending case, in connection with any Financing; (iii) reasonably cooperating with ▇▇▇▇▇▇’s outside legal counsels in connection with any legal opinions that such outside legal counsels may be required to deliver in connection with any Financing; (iv) providing Parent and the Financing Entities, at least 45 three business days prior to the Closing Date; (ii) providing , all documentation and other financial statementsinformation required by applicable and customary regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, dataincluding without limitation the USA PATRIOT Act and 31 C.F.R. §1010.230, information and assistance and cooperation reasonably necessary for Parent in each such case relating to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries the Company Subsidiaries, in each case as reasonably requested by Parent at least 10 business days prior to consummate the Financing and Closing Date; (v) to the extent customaryrequired under the Debt Commitment Letter, consenting using reasonable best efforts to facilitate the inclusion thereof in pledging of, granting of security interests in, and obtaining perfection of any liens on collateral reasonably requested by ▇▇▇▇▇▇ and as contemplated by the Financing Debt Commitment Letter (such consent not to be unreasonably withheldincluding, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding for the avoidance of doubt, using the Company’s businessreasonable best efforts to cause the delivery of stock certificates and stock powers with respect to outstanding shares of the Company Subsidiaries that are certificated, and making available such personnelin each case, as Parent may reasonably request of Closing or prior to the Closing Date to be held in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 escrow pending the Closing); provided that no pledge shall be subject to effective until the Confidentiality AgreementClosing. (cb) Notwithstanding anything to the contrary set forth in this Section 5.187.13, in connection with neither the Financing or Company nor any other action contemplated by Company Subsidiary shall pursuant to this Section 5.18, 7.13: -91- (i) none be required to (A) incur any fees, expenses or other liabilities prior to the Effective Time for which it is not previously or simultaneously reimbursed and indemnified or (B) become an issuer or an obligor with respect to the Financing prior to the Effective Time; (ii) be required to cause any director, officer, member, partner, accountant, legal counsel, employee or other Representative of the Company or its Subsidiaries or any of their respective Representatives shall be required Company Subsidiary to take any action pursuant to this Section 5.18 to the extent such requested action that would reasonably be expected to interfere unreasonably with the ongoing business result in such Person incurring any personal liability; (iii) be required to waive or operations amend any terms of this Agreement; (iv) be required to provide any information that is prohibited or restricted from being provided by applicable Law or any Material Contract existing as of the date hereof or is legally privileged (provided, however, that the Company shall use its reasonable best efforts to provide an alternative means of disclosing or providing such information to the maximum extent permitted by Law or such contractual obligation or to the maximum extent that does not result in a loss of such legal privilege, as applicable), and its Subsidiaries; (ii) none of in the event that the Company or its Subsidiaries any Company Subsidiary does not provide access or information in reliance on this clause, the Company shall provide notice to Parent that information is being withheld; (v) be required to, nor shall any of their respective Representatives shall directors, employees, officers, members, partners or managers be required to pass to, adopt resolutions or consents to approve or authorize the execution of the agreements, documents and instruments pursuant to which the Financing is obtained or take any other action under this Section 5.18to execute, deliver or enter into, or execute perform any agreement, document or deliver instrument (other than as set forth in Section 7.14), including any certificatecredit or other agreements, documentguarantees, legal opinionpledge or security documents or certificates in connection with the Financing, instrument in each case, that would be effective prior to the Effective Time and any such action, authorization, consent, approval, execution, delivery or performance will only be required of the respective directors, employees, officers, members, partners or managers of the Company and the Company Subsidiaries who retain their respective positions as of, and immediately after, the Effective Time (except in each case as set forth in Section 7.14); (vi) be required to (or be required to cause their Representatives to) enter into or approve any agreement or other documentation, or agree to any change or modification of any existing certificate, document, instrument agreement or agreement in connection therewith, in each case, other documentation that (A) is would be effective prior to the Effective Time (other than as set forth in Section 7.14 and other than with respect to the customary authorization letters referenced in clause (i) above); (vii) be required to (or that would be effective if the Effective Time does not occur or (Brequired to cause their Representatives to) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or provide any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 indemnity prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense Time for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not otherwise concurrently indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; Parent; (vviii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose (or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of cause their business and not readily available to it; (viiRepresentatives to) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, violate any charter or both) under, any of their respective other organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative documents of the Company or any of its the Company Subsidiaries as in effect on the date hereof; (ix) be required to incur (or be required to cause their Representatives to) take any personal liability; actions that would cause any representation or warranty in this Agreement to be breached by the Company or any Company Subsidiary or that would cause any condition set forth in Article VIII to fail to be satisfied (in each case unless Parent waives such breach or failure prior to the Company or any Company Subsidiary taking such action); (x) be required to (or be required to cause their Representatives to) take any actions that would unreasonably interfere with the Company’s and the Company Subsidiaries’ business or operations, taken as a whole; (xi) none be required to (or be required to cause their Representatives to) prepare or furnish (A) pro forma financial statements, (B) any other financial statements that are not readily available or prepared in the ordinary course of its financial reporting practice or (C) projections; or (xii) be required to (or be required to cause their Representatives to) provide opinions of internal or external counsel. (c) All non-public or otherwise confidential information regarding the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer Company Subsidiaries obtained by Parent or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and Merger Sub or their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 7.13 from or on behalf of the Preferred RedemptionCompany shall be kept confidential in accordance with the Confidentiality Agreement; provided that, notwithstanding anything to the contrary in this Agreement or in the Confidentiality Agreement, such information may be disclosed (i) to prospective lenders, underwriters, initial purchasers, dealer managers and agents during syndication and marketing of the Financing that enter into confidentiality arrangements customary for financing transactions of the same type as the Financing (including customary “click-through” confidentiality undertakings) and (ii) any information utilized on a confidential basis to rating agencies. Any reference in connection therewith this Agreement to the “Financing” (other than information providedin Section 5.12) shall include any financing that Parent, Merger Sub or other Subsidiaries of Parent elects to obtain for the purpose of financing the transactions contemplated hereby or any transaction undertaken in connection herewith, whether or not pursuant to the Debt Commitment Letter. Notwithstanding anything in this Agreement to the contrary in this Section 7.13, the Company shall not be deemed to have breached Section 7.13(a) as it relates to the condition set forth in Section 8.3(b) unless (A) the Company has materially breached its obligations under this Section 7.13, (B) Parent has notified the Company of such material breach in writing a reasonably sufficient amount of time prior to the Outside Date to afford the Company with a reasonable opportunity to cure such material breach and (C) the Company has failed to cure such material breach.

Financing Cooperation. (a) The Company Prior to the Closing, Seller shall, and Parent shall cooperate with each other with respect cause the Selling Subsidiaries and the Acquired Companies to, use commercially reasonable efforts to provide to Purchaser such customary actions for transactions of this type that are cooperation reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) Purchaser in connection with the MergerDebt Financing; provided that none such requests are timely made so as not to delay the Closing beyond the date that it would otherwise occur. Such cooperation shall include using commercially reasonable efforts to do the following (in each case, to the extent so requested): (i) causing management teams of the CompanyBusiness, its Subsidiaries with appropriate seniority and expertise, at reasonable times and upon reasonable advance notice, to participate in a reasonable number of meetings, conference calls, drafting sessions, due diligence sessions and similar presentations to and with prospective lenders and rating agencies (with all of the foregoing to be virtual at Seller’s or their Representatives shall such Persons’ request); (ii) reasonably assisting with the preparation of customary rating agency presentations, bank information memoranda (including, to the extent necessary, an additional bank information memorandum that does not include material non-public information) and other customary marketing and syndication materials (which may only be distributed to a third party to the extent permitted by the Confidentiality Agreement or a separate confidentiality agreement entered into between Seller and such third party) reasonably and customarily required and reasonably requested by the Debt Financing Sources in connection with the Debt Financing, in each case solely with respect to execute or deliverinformation relating to the Business; and (iii) furnishing Purchaser and the Debt Financing Sources, or agree to any change or modification of, any agreement or document that is effective no later than three (3) Business Days prior to the Closing or Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, that would be effective if has been reasonably requested by Purchaser in writing, at least ten (10) Business Days prior to the Closing does not occurDate. (b) From Purchaser acknowledges and after the date agrees that Seller, its Affiliates and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that Purchaser may raise in connection herewith, or any cooperation provided pursuant to this Section 6.11. Purchaser shall (i) promptly reimburse Seller and any of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shallits Affiliates, and shall cause each of its Subsidiaries to, use its and their respective officers, directors, employees, agents and representatives (collectively, the “Seller Indemnitees”) for all of the out-of-pocket costs and expenses (including attorneys’ fees) incurred by such Seller Indemnitee in connection with this Section 6.11 and (ii) indemnify and hold harmless the Seller Indemnitees from and against all Taxes and Losses suffered or incurred, directly or indirectly, by any of them in connection with the arrangement of the Financing (including any action pursuant to this Section 6.11), or any information used in connection therewith. Any use of Seller’s or its Controlled Affiliates’ logos in connection with the Debt Financing shall require Seller’s prior written consent; provided, however, that in the event and to the extent Seller provides such consent, such logos shall be used solely in a manner that is reasonable best efforts to, and cause its customary for such purposes and their Representatives to, provide, after a request from Parent that is not intended to or reasonably likely to harm or disparage or otherwise adversely affect Seller or any of its Representatives to do soControlled Affiliates or the reputation or goodwill of Seller or any of its Controlled Affiliates or any of its or their respective products, on a timely basisservices, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank offerings or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any FinancingIntellectual Property. All non-public or other confidential information exchanged provided by Seller, its Controlled Affiliates or their respective Representatives pursuant to this Section 5.18 6.11 shall be kept confidential in accordance with, and shall be subject to the terms of, the Confidentiality Agreement. Seller, its Controlled Affiliates and their respective Representatives shall be given a reasonable opportunity to review all presentations, bank information memoranda and similar marketing materials, materials for rating agencies and other documents prepared by or on behalf of or used by Purchaser or any of its Affiliates or used or distributed to any Debt Financing Source or any of its Affiliates in connection with the Debt Financing that include any logos of or information about or provided by the Business, Seller, its Controlled Affiliates, or their respective Representatives, and any such presentations, memoranda, materials or documents shall include a conspicuous disclaimer to the effect that none of Seller, its Affiliates or their respective Representatives has any responsibility or liability for the content of such document and that Seller, its Controlled Affiliates and their respective Representatives disclaim all responsibility therefor. (c) Notwithstanding anything in this Agreement to the contrary set forth in (including this Section 5.186.11), in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company Seller, its Controlled Affiliates or its Subsidiaries or any of their respective Representatives shall be required to: (i) waive or amend any terms of this Agreement or any Transaction Agreement or agree to pay or pay any commitment or other fee or reimburse any expenses in connection with any Financing (other than, in the case of any such fees or expenses, those of the Acquired Companies that only take effect upon the Closing and that terminate with no liability to Seller or any of its Controlled Affiliates or their respective Representatives upon termination of this Agreement); (ii) take any action pursuant to this Section 5.18 to the extent such requested action that would, or would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries to, result in Seller or any of its Controlled Affiliates or their respective Representatives shall be incurring any actual or potential liability or giving or being required to pass give any indemnity in connection with the Financing (other than those of the Acquired Companies that only take effect upon the Closing and that terminate with no liability to Seller or any of its Controlled Affiliates or their respective Representatives upon termination of this Agreement); (iii) take any action that would require Seller or any of its Controlled Affiliates or their respective Representatives to execute, deliver, enter into or perform any document, agreement, certificate or instrument with respect to the Financing (other than those of the Acquired Companies that only take effect upon the Closing and that terminate with no liability to Seller or any of its Controlled Affiliates or their respective Representatives upon termination of this Agreement), or provide (or cause any of their Representatives to provide) any accountants’ comfort letter, reliance letter, legal opinion or other opinion of counsel; (iv) adopt resolutions or execute consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; Financing; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would unreasonably interfere with the Business or the other businesses or operations of Seller or any of its Controlled Affiliates or their respective Representatives; (vi) take any action that would cause any representation or warranty in this Agreement or any Transaction Agreement to be breached or become inaccurate or that would breach any covenant in this Agreement or any Transaction Agreement; (vii) take any action that would conflict with or violate, or that could reasonably be expected to conflict withwith or violate, the organizational documents of Seller or any of its Controlled Affiliates or applicable Legal Requirements; (viii) take any action that would result in any the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required Contract to take any action that would cause the Company which Seller or any of its Subsidiaries Controlled Affiliates or their respective Representatives is a party or bound or any obligations of confidentiality binding on Seller or any of its Controlled Affiliates or their respective Representatives; (ix) provide access to breach or disclose information that constitutes attorney work product or that Seller determines would jeopardize any representation, warranty, covenant attorney-client privilege of Seller or agreement in this Agreement; any of its Controlled Affiliates or their respective Representatives or which is restricted or prohibited under applicable Legal Requirements; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder employee or other Representative of the Company Seller or any of its Subsidiaries Controlled Affiliates to incur any actual or potential personal liability; and or (xi) none of the Company or its Subsidiariesprepare any financial statements, prior to the Effective Time, shall be an issuer projections or other obligor with respect to the Financingsimilar materials. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Company Each of Parent and Parent Merger Sub shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts toto take, or cause to be taken, all actions and to do, or cause its to be done, all things necessary, proper or advisable to arrange and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, consummate the Financing as soon as reasonably practicable on a timely basis, such customary assistance the terms and cooperation as is reasonably requested by Parent to assist Parent conditions described in the arrangementCommitment Letters, syndication including using reasonable best efforts to (i) maintain in full force and consummation of bank or capital markets or institutional debt financing transactions anticipated effect the Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letters, (iii) comply with and satisfy all terms, covenants and conditions to funding set forth in the Commitment Letters and any definitive documents related to the Financing such that the Financing will be able to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, (iv) enforce its rights under the Commitment Letters and (v) consummate the Financing at or prior to the Effective Time. Neither Parent nor Merger Sub shall be an issuer terminate any Commitment Letter or other obligor reduce the amount of the Financing available thereunder. Parent will furnish true, correct and complete copies of all such material definitive agreements relating the Financing to the Company promptly upon their execution if prior to the Effective Date. (b) Parent shall keep the Company informed with respect to all material activity concerning the status of the Financing and shall give the Company prompt notice of any material adverse change with respect to such Financing. (d) . Without limiting the foregoing, Parent shall indemnify, defendagrees to notify the Company promptly, and hold harmless the Companyin any event within two (2) Business Days, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against if at any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with time (i) any action taken by them at of the request of Parent pursuant to this Section 5.18 Commitment Letters shall expire or the Preferred Redemptionbe terminated for any reason, (ii) any information utilized financing source that is a party to any Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, (iii) any actual or threatened breach, default, termination or repudiation by any party to the Commitment Letters or definitive agreements relating to the Commitment Letter or any material dispute or disagreement between or among the parties to the Commitment Letters or definitive agreements relating to the Commitment Letters with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, or (iv) for any reason Parent or Sub no longer believes in connection therewith (other than information providedgood faith that it will be able to obtain all or any portion of the Financing contemplated by the Commitment Letters on the terms or within the timing described therein. Parent shall not, and shall cause Merger Sub not to, amend, supplement, waive or otherwise modify or replace, or agree to amend, supplement, waive or otherwise modify or replace, the Commitment Letters in any manner prohibited by Section 6.11(c). Upon any such amendment, supplement, waiver or modification or replacement of the Commitment Letters in accordance with Section 6.11(c) and this Section 6.11(b), the term “Commitment Letters,” “Debt Commitment Letters” or “Equity

Financing Cooperation. (a) The Company Prior to the Closing, the Sellers, the NewCos, ▇▇▇▇▇ and Parent GPS shall cooperate with use their commercially reasonable efforts to provide cooperation and financial information relating to the Acquired Companies and shall use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to use their commercially reasonable efforts, in each other with respect case only to customary actions for transactions of this type that are the extent reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) Buyer in connection with the Merger; provided that none obtaining any financing of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement hereby (the “Financing”), including using commercially reasonable efforts to: (i) providing as promptly as practicable (A) furnish the Company Reserve ReportsBuyer with the Required Financial Information and (B) inform the Buyer if the chief executive officer, lease operating chief financial officer, treasurer, controller or comparable officer of the Acquired Companies shall have knowledge of any facts as a result of which a restatement of any financial statements (or portion thereof) included in the Required Financial Information is reasonably probable or required in order for such financial statements (or portion thereof) to comply with GAAP; (ii) cooperate with the marketing efforts for any of the Financing; and (iii) furnish the Buyer and production reports with respect the Debt Financing Entities at least five (5) Business Days prior to the Company Oil and Gas Interests evaluated Closing Date (solely to the extent requested by the Buyer in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending writing at least 45 days ten (10) Business Days prior to the Closing Date; ) with all documentation and other information related to the Acquired Companies required by any Governmental Authority with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended and the requirements of 31 C.F.R. § 1010.230. (b) The commitment of the Sellers, the NewCos, ▇▇▇▇▇ and GPS under this Section 7.18 shall impose no cost, expense or liability on or to Sellers, NewCos, ▇▇▇▇▇ or GPS beyond (i) the cost, expense and liability (including without limitation travel, meeting or conference attendance fees and expenses or obligations) of Buyer’s now pending due diligence or (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary customary practice for Parent in each such case to prepare pro forma combined financials pursuant financings similar to the terms Financing for which Buyer provides prompt reimbursement, and shall in no event expand the scope of ▇▇▇▇▇’s now pending due diligence and shall in no event impact or delay the closing of the Commitment Letters; (iii) providing other financial statementstransactions contemplated by this Agreement, financial data and which the parties anticipate to be during the fourth quarter of calendar year 2024. The Buyer shall cause any third party who may receive or review any confidential information regarding of the Company and its Subsidiaries reasonably requested by Parent Acquired Companies to consummate the Financing and agree to keep such information confidential on terms customary for financings which are similar to the extent customary, consenting Financing. Any restrictions on the Buyer’s access to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating shall apply mutatis mutandis to any Financingsuch third parties. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.187.18 or otherwise, in connection with no event shall the Financing receipt or availability of any other action contemplated funds or financing (including without limitation the Financing) by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company Buyer or any of its Subsidiaries Affiliates or any other financing transaction be a condition to breach any representation, warranty, covenant or agreement in of the obligations of the Buyer under this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Company Subject to the terms and Parent conditions of this Agreement, Buyer shall cooperate with each other use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and consummate the Financing as soon as practicable subject to the terms and conditions described this Agreement and in the Debt Financing Agreements, including, unless otherwise agreed by the Company, using reasonable best efforts to: (i) maintain in full force and effect the Financing and the Debt Financing Agreements for the commitment period set forth therein; (ii) negotiate and enter on a reasonably timely basis into definitive financing agreements with respect to customary actions for transactions of this type the debt financing as contemplated by the Debt Financing Agreements (as such terms may be modified in accordance with Section 4.12(c) (the “Financing Documents”) so that are reasonably requested by Parent the Financing will be able to be taken by consummated on the Closing Date; (iii) comply with its obligations under the applicable Debt Financing Agreements and Financing Documents, and satisfy on a reasonably timely basis the conditions applicable to Buyer contained in the applicable Debt Financing Agreements and Financing Documents so that the Financing will be able to be consummated on the Closing Date; and (iv) cause the lenders to fund the Financing pursuant to the terms of the Debt Financing Agreements on the Closing Date. Buyer shall not (A) terminate any Debt Financing Agreement or (B) reduce the aggregate amount of the Financing available under the Debt Financing, except, in the case of each of clauses (A) and (B), (1) as expressly set forth herein or therein or (2) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or its Subsidiaries under any conditioned). Buyer will furnish true, correct and complete copies of all such material definitive agreements relating the Company’s outstanding debt securities, Financing to the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or promptly upon their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective execution if prior to the Closing or that would be effective if Date (subject, in the Closing does not occurcase of commercially sensitive information, to redactions). (b) From Buyer shall keep the Company reasonably informed on a reasonably current basis with respect to all material activity concerning the status of the Financing and after its other financing activities and shall give the date Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, Buyer agrees to notify the Company promptly, and in any event within two Business Days, if at any time: (i) any of the Debt Financing Agreements shall be terminated for any reason (other than as a result of the termination of this Agreement); (ii) any financing source that is a party to any Debt Financing Agreement and through provides written notice to Buyer that such source no longer intends to provide financing to Buyer; (iii) Buyer has Knowledge of any actual or threatened (in writing) breach, default, termination or repudiation by any party to the earlier Debt Financing Agreements or Financing Documents or any material dispute or disagreement between or among the parties to Debt Financing Agreements or Financing Documents with respect to the obligation to fund the Financing or the amount of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated Financing to be consummated funded at Closing; or (iv) Buyer no longer believes in connection with good faith that it will be able to obtain funds sufficient to consummate the transactions contemplated by this Agreement (on the “Financing”)terms or within the timing described in the Debt Financing Agreements. Buyer shall not amend, including (isupplement, waive or otherwise modify or replace, or agree to amend, supplement, waive or otherwise modify or replace, the Debt Financing Agreements, other than as permitted pursuant to Section 4.12(c) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31Debt Financing Agreements. Upon any amendment, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statementssupplement, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms waiver or modification or replacement of the Commitment Letters; (iiiDebt Financing Agreements in accordance with Section 4.12(c) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.184.12(b), the disclosure of whichterm “Debt Financing Agreements” shall mean the applicable documents and commitments as so amended, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party supplemented or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) modified or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financingreplaced. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information provided

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect Prior to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Closing, the Company or its Subsidiaries under any of shall, and shall cause the Company’s outstanding debt securitiesSubsidiaries to, promptly provide the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) Required Information. From and after the date of this Agreement and through until the earlier Closing Date (or, if earlier, the termination of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIAgreement), the Company shallwill, and shall will cause each of its the Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, use its reasonable best efforts to provide, after a request from Parent or any at Purchaser’s sole cost and expense (subject to the provisions of its Representatives to do so, on a timely basisthis Section 6.11), such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated Purchaser in connection with the transactions contemplated by this Agreement (the “Debt Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil following: (i) furnishing to Purchaser (or its Affiliates) and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31Debt Financing Sources, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other such historical financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; other information that Purchaser (iiior its Affiliates) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating arranging and/or to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject consummate the Debt Financing and is customary for Debt Financings of the type contemplated by the Debt Commitment Letter, to the Confidentiality Agreement.extent such information is readily available; (cii) Notwithstanding anything to cooperating with Purchaser (or its Affiliates) in the contrary set forth in this Section 5.18preparation of, customary certificates and security documents required by the Debt Financing Sources and the Definitive Debt Financing Agreements entered into in connection with the Debt Financing (including loan agreements, guarantees, collateral agreements, officer’s certificates, solvency certificates (which may be in the form of the solvency certificate attached as an exhibit to the Debt Commitment Letter), resolutions and other customary documentation), in each case, to be held in escrow pending the Closing, with such signatures not effective until and conditioned upon the consummation of the Closing; (iii) furnishing to Purchaser and the Debt Financing Sources customary information regarding the Company and the Subsidiaries as may be reasonably requested by Purchaser to consummate the Debt Financing to the extent such information exists and is reasonably available to Company and the Subsidiaries without undue burden or expense; (iv) assisting in preparation for and participating (including making appropriate officers of the Company and the Subsidiaries available to participate) in a reasonable number of meetings or calls with providers or potential providers of the Debt Financing (which may, at the Company’s election, be limited to teleconference or virtual meeting platforms) upon reasonable advance notice and at a date, time and location to be mutually agreed; (v) delivering notices of prepayment for the repayment in full of all Indebtedness (which notices may be conditioned on the occurrence of the Closing) required to be paid off at Closing and for which a prepayment notice is required; (vi) taking all reasonably requested formal corporate or other organizational actions but only if the officers, directors, members, managers or similar Persons will remain in their respective or similar roles after the Closing, subject to the occurrence of the Closing; (vii) cooperating in the replacement or backstop of any other action contemplated by this Section 5.18, (i) none outstanding letters of credit issued for the account of the Company or its Subsidiaries Subsidiaries; (viii) assisting Purchaser with the Purchaser’s preparation of schedules to the Definitive Debt Financing Agreements as may be required in connection with the Debt Financing, and, to the extent applicable, facilitating the pledging of, and granting of liens on, collateral for the Debt Financing, including making reasonable arrangements to deliver possessory collateral (such as certificated equity and promissory notes) within its possession required by the Debt Financing Sources to be delivered at or any after Closing to or at the direction of their respective the Debt Financing Sources, subject to the occurrence of the Closing; and (ix) providing at least three (3) Business Days prior to the Closing Date all documentation and information requested by Purchaser as is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the requirements of 31 C.F.R. §1010.230, to the extent requested by Purchaser or its Representatives at least nine (9) Business Days prior to the Closing; provided, however, that notwithstanding the foregoing or anything else contained herein to the contrary, (x) no such cooperation shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to it could (a) disrupt or interfere materially and unreasonably with the ongoing business or operations conduct of the Company Company’s or the Subsidiaries business, (b) require the Company, the Subsidiaries or its or their respective Representatives to pay or incur any costs, fees and its Subsidiaries; expenses or incur or assume any other Obligation prior to the Closing other than as are expressly reimbursable or payable by the Purchaser and for which it is promptly reimbursed (iisubject to the limitations on reimbursement set forth in Section 6.11(b) none below), (c) require any director, officer or employee or other Representative of the Company or its the Subsidiaries to deliver, or any of their respective Representatives shall be required to pass resolutions deliver, any certificate or consents to approve or authorize the execution of the Financing other document or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewithaction, in each case, that could result in any personal liability, (Ad) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of require the Company or its Affiliates to produce carve-out audits, (e) require the Company, the Subsidiaries or any of its or their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, cooperation that would reasonably be expected to (i) result in the reasonable good faith judgment loss of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege or rights under the attorney work product doctrine, (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilegeii) breach or would result in the disclosure of violate any trade secrets applicable Law, or the violation of (iii) violate any confidentiality obligation; obligation with respect to such information, (vif) none of require the Company Company, the Subsidiaries or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in the material contravention of any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required material agreement to take any action that would cause which the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none is a party as of the Company date hereof, (g) require the Company, the Subsidiaries or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any pro forma financial information, (h) require the Company, the Subsidiaries or its or their respective Representatives to take any action that would reasonably be expected to cause authorize or adopt any director, officer, employee, shareholder formal corporate or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor similar action with respect to the FinancingDebt Financing that are not contingent on the Closing or would be effective prior to the Closing, or (i) materially and unreasonably interfere with or adversely affect any commercial relationships with customers or other parties, and (y) notwithstanding any other provision set forth herein, nothing herein shall require the Company, the Subsidiaries or its or their respective Representatives to deliver any legal opinion. (db) Parent Purchaser shall indemnify, defend, defend and hold harmless the Company, the Subsidiaries and its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, liabilities, costs, fees and expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with the provision of assistance in connection with the Debt Financing or any other financing by Purchaser or any of its Affiliates (iincluding the arrangement thereof) and, in each case, any information used in connection therewith, except any such losses, damages, claims costs, fees and expenses arising out of the bad faith, gross negligence, willful misconduct or any Fraud by any of the Company, the Subsidiaries or its or their respective Representatives. The Purchaser shall promptly, upon request, reimburse the Company, the Subsidiaries and its and their respective Representatives for all reasonable and documented out-of-pocket costs incurred by the Company, the Subsidiaries or its or their respective Representatives in connection with any assistance provided in connection with the Debt Financing or any other financing by Purchaser or any of their Affiliates (including the arrangement thereof) (including reasonable and documented out-of-pocket auditor’s and attorneys’ fees and expenses), in each case, other than: (A) any action taken ordinary course amounts payable to employees of, or consultants to, the Company and its Subsidiaries with respect to services provided prior to the Closing Date, (B) any amounts incurred in connection with the Debt Payoff Letter, (C) any other amounts that would have been incurred in connection with the transactions contemplated hereby regardless of the Debt Financing (including, for the avoidance of doubt, with respect to the preparation of historical financial statements required by them at this Agreement), and (D) de minimis expenses. (c) The Company hereby consents to the request use of Parent the Company’s and the Subsidiaries’ logos in connection with the Debt Financing; provided that such logos shall be used (x) solely in a manner that is not intended or reasonably likely to harm or disparage the Company or the Subsidiaries or (y) in any manner as consented to by the Company. (d) All confidential information provided by the Company, the Subsidiaries or its or their Representatives in connection with the provision of assistance in connection with the Debt Financing or any other financing by Purchaser or any of its Affiliates shall be kept confidential in accordance with the Confidentiality Agreement, except that notwithstanding anything herein or in the Confidentiality Agreements to the contrary, Purchaser shall be permitted to disclose any confidential information provided pursuant to this Section 5.18 6.11 to any actual or the Preferred Redemption, (ii) any information utilized bona fide prospective Debt Financing Sources in connection therewith with the Debt Financing so long as such Persons (x) agree to be bound by the Confidentiality Agreement as if parties thereto or (y) are subject to other than information providedconfidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. (e) The Company shall be deemed to have complied with its obligations under this Section 6.11 to the extent it has acted in good faith in attempting to satisfy its obligations under this Section 6.11 unless the Company’s breach of its obligations under this Section 6.11 is the direct and proximate cause of the Debt Financing not being available to Purchaser.

Financing Cooperation. (a) The Company and Parent Purchaser shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent take, or cause to be taken by taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Company or its Subsidiaries under any proceeds of the Company’s outstanding debt securities, Equity Financing on the Company Credit Agreement (or commitment letters terms and conditions described in respect of bank or institutional loans) the Equity Commitment Letter as promptly as possible but in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective event prior to the date upon which the applicable Closing or that would is required to be effective if consummated pursuant to the Closing does not occurterms hereof, including by (i) causing Purchaser Parent to maintain in effect and comply with its obligations under the Equity Commitment Letter and (ii) satisfying on a timely basis all conditions in the Equity Commitment Letter and complying with its obligations thereunder. (b) From Purchaser shall not, without the prior written consent of Seller, permit any amendment or modification to, or any waiver of any provision or remedy under, the Equity Commitment Letter. (c) Purchaser does not require any financing other than the proceeds of the Equity Financing in order to consummate the transactions contemplated by this Agreement. However, in the event that Purchaser or any of its Affiliates determines to pursue any debt financing that would take effect at or after the Closing relating to any of the Transferred Entities or the Business, then from and after the date of this Agreement and through hereof until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VIIfinal Closing Date, the Company Seller shall, and shall cause each of its Subsidiaries to, applicable Transferred Entity to (and use its and commercially reasonable efforts to cause their reasonable best efforts to, and cause its and their respective Representatives to), provide, after a request from Parent or any of its Representatives to do so, provide reasonable cooperation on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated basis in connection with the transactions contemplated by this Agreement arrangement of any such debt financing (any such debt financing, the “Debt Financing”) as may be reasonably requested by Purchaser and necessary for the arrangement of such Debt Financing (to the extent within the control of Seller), including by using commercially reasonable efforts to provide to Purchaser, if so requested by Purchaser in writing no later than ten (i10) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the end of the Applicable Quarter, within sixty (60) days after the end of each full fiscal quarter which occurs during the period commencing from the date hereof until the Closing Date; Date (ii) providing other financial statementseach, dataan “Applicable Quarter”), information an unaudited balance sheet and assistance and cooperation reasonably necessary for Parent related unaudited statement of operations, in each case for the Transferred Entities on a consolidated basis and prepared in a manner consistent with the Business Financial Information (the “Quarterly Financial Information”), for such case fiscal quarter (it being understood that Seller shall have satisfied its obligations set forth in this clause if Seller shall have used its commercially reasonable efforts to prepare pro forma combined financials pursuant to the terms comply with such obligations whether or not any applicable deliverables are actually obtained or provided). Notwithstanding any provision in this Section 5.17, neither Seller nor any of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent shall be required to consummate take or permit the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with taking of any activities relating to any Financing. All non-public information exchanged action pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, 5.17 that: (i) none of the Company or would require Seller, its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing or take any other action under this Section 5.18enter into, or amend, execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that agreement; (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (Bii) would cause any representation or warranty in this Agreement to be inaccurate in light breached by Seller or any of the facts and circumstances at the time approved, authorized, executed or delivered, as applicableits Subsidiaries; (iii) none would require Seller or any of its Subsidiaries to incur any fees, expense, liabilities or other obligations in connection with the Company Debt Financing; (iv) would cause any director, officer or employee or stockholder of Seller or any of its Subsidiaries to incur any personal liability; (v) would conflict with the organizational documents of Seller or any of its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligationLaws; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, Contract to which Seller or any applicable law or Contractsof its Subsidiaries is a party; (ixvii) none would require Seller, any of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action provide access to or disclose information that would cause the Company Seller or any of its Subsidiaries to breach determines would jeopardize any representation, warranty, covenant attorney-client privilege of Seller or agreement in this Agreementany of its Subsidiaries; (xviii) none would require Seller or any of the Company or its Subsidiaries or any of their respective Representatives to prepare any financial statements or information that are not available to Seller and prepared in the ordinary course of its financial reporting practice; or (ix) would unreasonably interfere with the ongoing operations of Seller or any of its Subsidiaries. Nothing contained in this Section 5.17 or otherwise shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company require (A) Seller or any of its Subsidiaries (other than the Transferred Entities) to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. Debt Financing or (dB) Parent the Transferred Entities to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. Purchaser shall, promptly upon request by Seller, reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or its Subsidiaries or their respective Representatives in connection with such cooperation and shall indemnify, defend, indemnify and hold harmless the Company, Seller and its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties Losses suffered or incurred by them in connection with (i) the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) 5.17 and any information utilized used in connection therewith (other than information providedprovided in writing by Seller or its Subsidiaries specifically in connection with its obligations pursuant to this Section 5.17). (d) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.17 represent the sole obligation of Seller, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including any Debt Financing) to be obtained by Purchaser with respect to the transactions contemplated by this Agreement and no other provision of this Agreement shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including any Debt Financing) by Purchaser or any of its respective Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement. Notwithstanding anything to the contrary herein, the failure of Seller or any of its Affiliates (or any of their respective Representatives) to comply with the provisions set forth in this Section 5.17 shall not be taken into account in determining whether any condition to the Closing set forth in Article VII shall have been satisfied.

Financing Cooperation. (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under any of the Company’s outstanding debt securities, the Company Credit Agreement (or commitment letters in respect of bank or institutional loans) in connection with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date of this Agreement and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article VII, the Company PKI shall, and shall cause each of its Subsidiaries the Asset Sellers and the Acquired Companies to, use commercially reasonable efforts to provide Buyer with such cooperation in connection with Buyer’s arrangement and obtaining of the Debt Financing as may be reasonably requested by Buyer (the “Financing Cooperation”), provided that (a) such requested Financing Cooperation does not unreasonably interfere with the ongoing operations of PKI and its subsidiaries and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or (b) neither PKI nor any of its Representatives to do so, on a timely basis, such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect to the Company Oil and Gas Interests evaluated in the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, that (A) is effective prior to the Effective Time or that would be effective if the Effective Time does not occur or (B) would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives subsidiaries shall be required to pay any commitment or other similar fee or incur any other cost liability (for avoidance of doubt, excluding any allocable overhead costs) in connection with such cooperation. Buyer shall, promptly upon request by PKI, reimburse PKI for all reasonable out-of-pocket costs incurred by PKI or expense for which it has not received simultaneous any of its subsidiaries in connection with such Financing Cooperation. Such Financing Cooperation will include (i) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent other similar offering materials in connection with the Financing or any Debt Financing, (ii) providing such financial and other action contemplated by this Section 5.18 prior information regarding the Business as is reasonably available and reasonably required to be delivered as a condition precedent to the Effective Time; initial funding of the Debt Financing and providing such other financial and other information regarding the Business as is reasonably available and reasonably requested by Buyer, (iii) providing, within the time period required under the terms of the Debt Financing, documentation and information required by sources of the Debt Financing to be delivered under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, (iv) reasonably promptly responding to any diligence inquiries of the sources of the Debt Financing, (v) none providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, payoff letters, lien releases, and other customary agreements from the Business’ landlords, depositary banks, lenders or other third parties as may be requested by the sources of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18Debt Financing, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; and (vi) none making appropriate officers and employees of the Company Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective sources of the Debt Financing or the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI or its Subsidiaries subsidiaries obtained by Buyer or any of their respective Representatives its representatives pursuant to this Section 4.8 shall be required kept confidential in accordance with the Confidentiality Agreement; provided that disclosure shall be permitted to prepare or deliver any financial information in a form not customarily prepared by be made to the Company or its Subsidiaries in the ordinary course of their business prospective and not readily available to it; (vii) none actual sources of the Company Debt Financing, subject to the terms of the Confidentiality Agreement or its Subsidiaries or any of their respective Representatives shall a confidentiality agreement to be required to deliver any legal opinion or negative assurance letter in connection entered into with the Financing or any other action contemplated by this Section 5.18; (viii) none sources of the Company Debt Financing on substantially similar terms to the Confidentiality Agreement or its Subsidiaries or any of their respective Representatives shall be required other customary terms reasonably acceptable to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any PKI and the applicable law or Contracts; (ix) none sources of the Company or its Subsidiaries or any of their respective Representatives Debt Financing. Buyer shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, indemnify and hold harmless PKI, the Companyother Sellers, its Subsidiaries the Acquired Companies and their respective Representatives (the “Section 5.18 Indemnified Parties”) representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees)expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with (i) any action taken by them at their cooperation in respect of the request arrangement of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) Debt Financing and any information utilized in connection therewith (other than historical financial statements referenced in Section 2.6 and other historical information providedreasonably requested by Buyer and specifically approved in writing by PKI for use therein (such approval not to be unreasonably withheld or delayed)), except to the extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties resulted from the gross negligence or willful misconduct of, or breach of this Agreement by, PKI, the other Sellers, the Acquired Companies or their respective representatives.

Financing Cooperation. ‌ (a) If requested by a Purchaser, the Company will provide the following cooperation in connection with such Purchaser obtaining any Permitted Loan or Permitted Debt Financing Transaction: (i) subject to applicable law, (A) removing any restrictive legends on certificates representing pledged Notes or Additional Securities, as applicable, and depositing such pledged Notes or Additional Securities in book entry form on the books of The Depository Trust Company and Parent shall cooperate when eligible to do so or (B) without limiting the generality of clause (A), following the first anniversary of the Closing (in the case of the Notes) or if such Note or any Additional Security is eligible for resale under Rule 144A, depositing such pledged Note or Additional Security in book entry form on the books of The Depository Trust Company or other depository with each other customary restrictive legends, (ii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Note or Additional Security in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan or Permitted Debt Financing Transaction, with respect to Permitted Loans solely as securities intermediary and only to the extent such Purchaser or its Affiliates continues to Beneficially Own such pledged Note or Additional Security, (iii) entering into an issuer agreement (an “Issuer Agreement”) with each lender in reasonable and customary actions form in connection with such transactions (which agreement shall include,‌ without limitation, agreements and obligations of the Company relating to procedures and specified time periods for transactions effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of this type that remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements) and with such additional terms as are reasonably requested by Parent such lender and not inconsistent with the Company’s obligations under the Indenture and applicable law and reasonably acceptable to be taken by the Company, (iv) entering into customary triparty agreements with each lender and such Purchaser relating to the delivery of the Notes, Additional Securities and/or shares of the Company or its Subsidiaries under any Common Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s outstanding debt securitiesobligation under Article II to issue the Notes, Additional Securities and/or shares of Company Common Stock upon payment of the Company Credit Agreement (or commitment letters purchase price therefor in respect of bank or institutional loans) in connection accordance with the Merger; provided that none of the Company, its Subsidiaries or their Representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement or document that is effective prior to the Closing or that would be effective if the Closing does not occur. (b) From and after the date terms of this Agreement and through (v) such other cooperation and assistance as such Purchaser may reasonably request that will not unreasonably disrupt the earlier operation of the Effective Time and Company’s business or impose any material burdens on the date on which this Company. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is terminated in accordance with Article VII, the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to, and cause its and their Representatives to, provide, after a request from Parent or any of its Representatives to do so, conditioned on a timely basis, (1) such customary assistance and cooperation as is reasonably requested by Parent to assist Parent in the arrangement, syndication and consummation of bank or capital markets or institutional debt financing transactions anticipated to be consummated in connection with the transactions contemplated by this Agreement (the “Financing”), including (i) providing the Company Reserve Reports, lease operating statements and production reports with respect Purchaser delivering to the Company Oil a copy of the Permitted Loan to which the Issuer Agreement relates and Gas Interests evaluated in (2) such Purchaser certifying to the Company Reserve Reports for the fiscal year ended December 31, 2018 and for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date; (ii) providing other financial statements, data, information and assistance and cooperation reasonably necessary for Parent in each such case to prepare pro forma combined financials pursuant to the terms of the Commitment Letters; (iii) providing other financial statements, financial data and information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Financing and to the extent customary, consenting to the inclusion thereof in the Financing (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) providing Parent and its Representatives such information regarding the Company’s business, and making available such personnel, as Parent may reasonably request in order to assist Parent in connection with any activities relating to any Financing. All non-public information exchanged pursuant to this Section 5.18 shall be subject to the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 5.18, in connection with the Financing or any other action contemplated by this Section 5.18, (i) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action pursuant to this Section 5.18 to the extent such requested action would reasonably be expected to interfere unreasonably with the ongoing business or operations of the Company and its Subsidiaries; (ii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or take any other action under this Section 5.18, or execute or deliver any certificate, document, legal opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection therewith, in each case, writing that (A) the loan agreement with respect to which the Issuer Agreement is effective prior being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, such Purchaser has pledged the Notes, Additional Securities and/or the underlying shares of Common Stock as collateral to the Effective Time or lenders under such Permitted Loan and that would be effective if the Effective Time does execution of such Permitted Loan and the terms thereof do not occur or violate the terms of this Agreement, (B) would be inaccurate to the extent applicable, whether the registration rights under Article V are being assigned to the lenders under that Permitted Loan, (C) an Event of Default (as defined in light the Issuer Agreement) constitutes the circumstances under which the lenders under the Permitted Loan may foreclose on the Notes, Additional Securities and/or the underlying shares of Company Common Stock and a Market Value Cure (as defined in the facts applicable margin loan agreement) constitutes circumstances under which such Purchaser may sell the Notes, Additional Securities and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Loan and circumstances at that such provisions do not violate the time approved, authorized, executed or delivered, as applicable; (iii) none of the Company or its Subsidiaries or any of their respective Representatives shall become bound by any terms of the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (iv) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense for which it has not received simultaneous or prior reimbursement or, with respect to immaterial costs or expenses, for which it is not indemnified by or on behalf of Parent in connection with the Financing or any other action contemplated by this Section 5.18 prior to the Effective Time; (v) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any information in connection with the Financing or any other action contemplated by this Section 5.18, the disclosure of which, in the reasonable good faith judgment of the Company, is restricted by Contract with an unaffiliated third party or applicable law, is subject to attorney-client privilege (except that such person shall use commercially reasonable efforts to disclose such information in a way that would not jeopardize such privilege) or would result in the disclosure of any trade secrets or the violation of any confidentiality obligation; (vi) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any financial information in a form not customarily prepared by the Company or its Subsidiaries in the ordinary course of their business and not readily available to it; (vii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion or negative assurance letter in connection with the Financing or any other action contemplated by this Section 5.18; (viii) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective organizational or governing documents, or any applicable law or Contracts; (ix) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would cause the Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; (x) none of the Company or its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonably be expected to cause any director, officer, employee, shareholder or Representative of the Company or any of its Subsidiaries to incur any personal liability; and (xi) none of the Company or its Subsidiaries, prior to the Effective Time, shall be an issuer or other obligor with respect to the Financing. (d) Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (the “Section 5.18 Indemnified Parties”) from and against any and all losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with (i) any action taken by them at the request of Parent pursuant to this Section 5.18 or the Preferred Redemption, (ii) any information utilized in connection therewith (other than information providedAgreement and