Common use of Proxy Solicitation; Other Actions Clause in Contracts

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provide, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available during normal business hours and upon reasonable advanced notice to, Parent and its Representatives in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees has provided to reasonably cooperate with Parent and provideAcquiror, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included for inclusion in the Registration Statement or reasonably requested by Parent Statement, to be included in filed by Acquiror hereunder, the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019Financial Statements, in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with GAAP and X under the Securities Act (except (x) as otherwise noted therein to the extent permitted by Regulation S-X covering under the applicable periods required to be included Securities Act, and, in the Registration Statement case of the Audited Financial Statements, audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor and oil and gas reserve reports covering the applicable periods required to be included (y) in the Registration Statementcase of the Unaudited Financial Statements, subject to normal and recurring year-end adjustments and the absence of notes thereto). Without limiting the foregoingThe Company shall be available to, and the Company shall use reasonable best efforts to cause the timely cooperation of make its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company further agrees to use commercially reasonable efforts to provide any additional financial information of the Company required to be included in the Registration Statement pursuant to the rules and regulations of the SEC and other applicable Law as promptly as reasonably practicable upon Acquiror’s written request following the date that financial information previously provided by the Company ceases to be sufficient financial information related to the Company for purposes of filing the Registration Statement (as determined in accordance with the rules and regulations of the SEC and applicable Law). Without limiting the generality of the foregoing, the Company and Acquiror shall reasonably cooperate with Parent in connection with ParentAcquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate shall provide Acquiror with Parent and providecertain financial statements, and instruct its Representatives to provide, Parent and its Representatives including (i) as promptly as practicable after the date hereof with all truehereof, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited unaudited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company relating to any interim period required to be included in the Registration Statement pursuant to Form S-4 and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, in each caseRegulation S-X, prepared in accordance with GAAP and Regulation S-XX (the “Unaudited Interim Financial Statements”) and (ii) as promptly as practicable following December 31, unaudited interim financial 2021, audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and the audited consolidated statement of operations, statements prepared of comprehensive loss, statements of stockholders’ equity and statements of cash flows of the Company and its Subsidiaries for the fiscal year ending December 31, 2021, together with the auditor’s reports thereon, audited in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in auditing standards of the Registration Statement and oil and gas reserve reports covering PCAOB (the applicable periods required to be included in the Registration Statement. Without limiting the foregoing“2021 Audited Financial Statements”); provided, that upon delivery of such Unaudited Interim Financial Statements, the Company representations and warranties set forth in Section 4.07 with respect to the Unaudited Financial Statements shall use reasonable best efforts be deemed to cause apply to the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection Unaudited Interim Financial Statements with the preparation same force and filing effect as if made as of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion date of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” thereinthis Agreement. The Company shall reasonably cooperate in good faith withbe available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent Acquiror in connection with ParentAcquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent Acquiror and provide, and instruct its Representatives to provide, Parent Acquiror and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent Acquiror to be included in the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 3130, 2021 2018 and December 3129, 2020 2019 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years 52-week fiscal periods ended December 31, 20212017, December 3130, 2020 2018 and December 3129, 2019, in each case, prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the standards of the PCAOB, and unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such accounting firm to provide a customary consent to the inclusion of such accounting firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such accounting firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available during normal business hours and upon reasonable advanced notice to, Parent Acquiror and its Representatives in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent Acquiror in connection with ParentAcquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provideshall be available to, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of make its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to use commercially reasonable efforts to provide Acquiror as promptly as practicable following the date hereof, (i) audited financial statements, including consolidated balance sheets as of December 31, 2021 and consolidated statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its subsidiaries for the year ended December 31, 2021, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (ii) unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning on or after March 31, 2021 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X and (iii) auditor’s reports and consents to use such financial statements and reports in the Registration Statement. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent Acquiror in connection with ParentAcquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provideshall be available to, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of make its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror as promptly as practicable following the date hereof, (i) audited financial statements, including consolidated balance sheets as of December 31, 2021 and consolidated statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its subsidiaries for the years ended December 31, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (ii) unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning with the fiscal quarter ending September 30, 2022 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X and (iii) auditor’s reports and consents to use such financial statements and reports in the Registration Statement. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent Acquiror in connection with ParentAcquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Pubco and SPAC, as soon as reasonably cooperate with Parent and provide, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding Original Effective Date (or after the Company that is required by Applicable Law to be included end of each interim period in the Registration Statement or reasonably requested by Parent to be included in case of the Registration Statement including Unaudited Interim Financial Statements) (i) audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31sheets, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity equity, of the Company and its Subsidiaries as of and for each of the years ended December 31, 2021, December 31, 2020 2021 and December 31, 20192022, in each case, prepared in accordance with GAAP and Regulation S-XX and audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s auditors (the “PCAOB Audited Financial Statements”), and (ii) unaudited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity, of the Company and its Subsidiaries as of and for each interim financial statements period required to be presented in the Registration Statement, in each case, prepared in accordance with GAAP and Regulation S-X covering and reviewed in accordance with SAS 100 review procedures (the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” thereinUnaudited Interim Financial Statements”). The Company shall reasonably cooperate in good faith withbe available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent SPAC and its Representatives counsel in connection with (iA) the drafting of the Registration Statement and (iiB) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company and Pubco shall reasonably cooperate with Parent SPAC in connection with Parent’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4; provided that the Company shall pay all expenses in connection with the preparation of PCAOB Audited Financial Statements and Unaudited Interim Financial Statements.

Proxy Solicitation; Other Actions. (a) The Company agrees will use its commercially reasonable efforts to reasonably cooperate with Parent and provideprovide to Acquiror, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included for inclusion in the Registration Statement or reasonably requested by Parent Statement, to be included in filed by Acquiror hereunder, the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31sheets, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, redeemable preferred stock and shareholders deficit and statements of stockholders equity cash flows as of and for the periods as are required by the SEC for the purposes of the Company Registration Statement), together with the auditor’s reports thereon (the “SEC Financial Statements”), and its Subsidiaries the unaudited financial statements including balance sheets, statements of operations, statements of redeemable preferred stock and shareholders’ deficit and statements of cash flows as of and for such periods as are required by the SEC for the years ended December 31purposes of the Registration Statement) (the “Unaudited SEC Financial Statements” and, 2021together with the SEC Financial Statements, December 31, 2020 and December 31, 2019the “Consolidated Financial Statements”), in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X covering under the applicable periods required Securities Act (except (x) as otherwise noted therein to be included the extent permitted by Regulation S-X under the Securities Act and (y) in the Registration Statement case of the Unaudited SEC Financial Statements, subject to normal and oil recurring year-end adjustments and gas reserve reports covering the applicable periods required to absence of notes thereto) and audited in accordance with the auditing standards of the PCAOB. The Company shall be included in the Registration Statement. Without limiting the foregoingavailable to, and the Company shall use reasonable best efforts to cause the timely cooperation of make its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Pubco and SPAC, as soon as reasonably cooperate with Parent and provide, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true(and no later than August 15, correct and complete information regarding the Company that is required by Applicable Law to be included 2022 in the Registration Statement case of the PCAOB Audited Financial Statements) (or reasonably requested by Parent to be included after the end of each interim period in the Registration Statement including case of the Unaudited Interim Financial Statements) (i) audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31sheets, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity equity, of the Company and its Subsidiaries as of and for each of the years ended December 31, 2021, December 31, 2020 and December 31, 20192021, in each case, prepared in accordance with GAAP and Regulation S-XX and audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s auditors (the “PCAOB Audited Financial Statements”), unaudited interim (ii) audited financial statements statements, including combined balance sheet, statement of operation, statement of cash flows and statement of stockholders equity, of Falcon’s Treehouse LLC and its Subsidiaries and Falcon’s Treehouse National, LLC (the “Acquiree”) as of and for the year ended December 31, 2019 prepared in accordance with GAAP and Regulation S-X covering and containing an unqualified report of the applicable periods Acquiree’s auditors (the “Acquiree Audited Financial Statements”); provided that the Company shall only be required to provide the Acquiree Audited Financial Statements if required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included presented in the Registration Statement. Without limiting the foregoing, (iii) unaudited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity, of the Company shall use reasonable best efforts and its Subsidiaries as of and for each interim period required to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm be presented in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to in each case, prepared in accordance with GAAP and Regulation S-X and reviewed in accordance with SAS 100 review procedures (the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” thereinUnaudited Interim Financial Statements”). The Company shall reasonably cooperate in good faith withbe available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent SPAC and its Representatives counsel in connection with (iA) the drafting of the Registration Statement and (iiB) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company and Pubco shall reasonably cooperate with Parent SPAC in connection with Parent’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4; provided that the Company shall pay all expenses in connection with the preparation of PCAOB Audited Financial Statements and Acquiree Audited Financial Statements.

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provideshall be available to, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of make its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror as promptly as practicable following the date hereof, (i) 2022 audited financial statements, including consolidated balance sheets as of December 31, 2021 and consolidated statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its subsidiaries for the years ended December 31, 2022, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (ii) unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning with the fiscal quarter ending March 31, 2023 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X and (iii) auditor’s reports and consents to use such financial statements and reports in the Registration Statement (together, the “Financial Statements”). Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent Acquiror in connection with ParentAcquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provide, and instruct its Representatives use reasonable best efforts to provide, Parent and its Representatives provide Buyer as promptly as practicable after the date hereof with all trueof this Agreement, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 20192019 and consolidated statements of income and comprehensive income, shareholder’s equity and cash flows, of the Acquired Companies for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, in each case, prepared in accordance with GAAP and Regulation S-XX and audited in accordance with the auditing standards of the PCAOB (provided, unaudited interim that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered immediately prior to the initial filing of the Proxy Statement with the SEC), and (ii) any unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of income and comprehensive income, shareholder’s equity and cash flows, of the Acquired Companies required under the applicable rules and regulations of the SEC to be included in the Proxy Statement and/or the Closing Form 8-K, in each case, prepared in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. X. The Company shall reasonably cooperate in good faith withbe available to, and the Company and its Subsidiaries Acquired Companies shall use commercially reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Buyer and its Representatives counsel in connection with (iA) the drafting of the Registration Proxy Statement and (iiB) responding in a timely manner to comments on the Registration Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent Buyer in connection with Parent’s the preparation for inclusion in the Registration Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provide, and instruct its Representatives use commercially reasonable efforts to provide, Parent and its Representatives provide SPAC as promptly as practicable after following the date hereof with all truehereof, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including (i) audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 2020 and December 31, 2020 2019 and consolidated statements of operationsincome and comprehensive income, statements of shareholder’s equity and cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-XX and audited in accordance with the auditing standards of the PCAOB (provided, unaudited interim that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC), (ii) unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning on or after January 1, 2021 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X covering the applicable periods required and (iii) auditor’s reports and consents to be included in the Registration Statement use such financial statements and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith withbe available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent SPAC and its Representatives counsel in connection with (iA) the drafting of the Registration Statement or Proxy Statement and (iiB) responding in a timely manner to comments on the Registration Statement or Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent SPAC in connection with Parent’s the preparation for inclusion in the Registration Statement or Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provideshall be available to, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of make its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror as promptly as practicable following the date hereof, (i) audited financial statements, including consolidated balance sheets as of December 31, 2021 and 2022 and consolidated statements of operations, stockholders’ equity and cash flows, of the Company and its Subsidiaries for the years ended December 31, 2021 and 2022, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (ii) unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of operations, stockholders’ equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning with the fiscal quarter ending March 31, 2023 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X and (iii) auditor’s reports and consents to use such financial statements and reports in the Registration Statement. Without limiting the generality of the foregoing, the Company shall reasonably use reasonable best efforts to cooperate with Parent Acquiror in connection with ParentAcquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provide, and instruct its Representatives use commercially reasonable efforts to provide, Parent and its Representatives provide SPAC as promptly soon as practicable after following the date hereof with all truehereof, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including (i) audited financial statements, including a consolidated balance sheets of the Company and its Subsidiaries sheet as of December 31, 2021 2022 and December 31, 2020 2021 and consolidated statements of operationsincome and comprehensive income, statements of stockholder’s equity and cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 2022 and December 31, 20192021, and audited financial statements, including consolidated balance sheets and consolidated statements of income and comprehensive income, stockholder’s equity and cash flows, of the Company and its Subsidiaries for any fiscal year subsequent to December 31, 2022 that are required to be included in the Registration Statement in order for the SEC to declare the Registration Statement effective and, in each case, prepared in accordance with GAAP and Regulation S-XX and audited in accordance with the auditing standards of the PCAOB (provided, unaudited interim that such audited financial statements as of and for the years ended December 31, 2022 and 2021 shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC), (ii) unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of income and comprehensive income, stockholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning on or after January 1, 2023 that are required to be included in the Registration Statement in order for the SEC to declare the Registration Statement effective, in each case, prepared in accordance with GAAP and Regulation S-X covering the applicable periods required and (iii) auditor’s reports and consents to be included in the Registration Statement use such financial statements and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith withbe available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent SPAC and its Representatives counsel in connection with (iA) the drafting of the Registration Statement or Proxy Statement and (iiB) responding in a timely manner to comments on the Registration Statement or Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent SPAC in connection with Parent’s the preparation for inclusion in the Registration Statement or Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).

Proxy Solicitation; Other Actions. (a) The Company agrees will provide to reasonably cooperate with Parent and provideAcquiror, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included for inclusion in the Registration Statement or reasonably requested by Parent Statement, to be included in the Registration Statement including filed by Acquiror hereunder, Company Group consolidated audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31sheets, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, redeemable preferred stock and shareholders’ deficit and statements of stockholders equity cash flows as of the Company and its Subsidiaries for the years ended December 31, 20212021 and 2020 (or such other periods as are required by the SEC for the purposes of the Registration Statement), December 31together with the auditor’s reports thereon (the “Audited Financial Statements”), 2020 and December 31the unaudited financial statements including balance sheets, 2019statements of operations, statements of redeemable preferred stock and shareholders’ deficit and statements of cash flows as of and for the nine-month period ended September 30, 2022 (or such other periods as are required by the SEC for the purposes of the Registration Statement) (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Consolidated Financial Statements”), in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with U.S. GAAP and Regulation S-X covering under the applicable periods required Securities Act (except (x) as otherwise noted therein to be included the extent permitted by Regulation S-X under the Securities Act and (y) in the Registration Statement case of the Unaudited Financial Statements, subject to normal and oil recurring year-end adjustments and gas reserve reports covering the applicable periods required to absence of notes thereto) and audited in accordance with the auditing standards of the PCAOB. The Company shall be included in the Registration Statement. Without limiting the foregoingavailable to, and the Company shall use reasonable best efforts to cause the timely cooperation of make its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to reasonably cooperate with Parent and provideshall be available to, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement including audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, in each case, prepared in accordance with GAAP and Regulation S-X, unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of make its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” therein. The Company shall reasonably cooperate in good faith with, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Acquiror and its Representatives counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. The Company agrees to provide Acquiror as promptly as practicable following the date hereof, the Audited Financial Statements, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB including a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Registration Statement with the SEC, (iii) unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for each fiscal quarter beginning with the fiscal quarter ending March 31, 2023 and ending at least 45 days prior to the date on which the Registration Statement is effective, in each case, prepared in accordance with GAAP and Regulation S-X and (iv) auditor’s reports and consents to use such financial statements and reports in the Registration Statement. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent Acquiror in connection with ParentAcquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.. 62

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Pubco and SPAC, as soon as reasonably cooperate with Parent and provide, and instruct its Representatives to provide, Parent and its Representatives as promptly as practicable after the date hereof with all true, correct and complete information regarding (or after the Company that is required by Applicable Law to be included end of each interim period in the Registration Statement or reasonably requested by Parent to be included in case of the Registration Statement including Unaudited Interim Financial Statements) (i) audited financial statements, including consolidated balance sheets of the Company and its Subsidiaries as of December 31sheets, 2021 and December 31, 2020 and consolidated statements of operations, statements of cash flows, and statements of stockholders equity equity, of the Company and its Subsidiaries as of and for each of the years ended December 31, 2021, December 31, 2020 2019 and December 31, 20192020, in each case, prepared in accordance with GAAP and Regulation S-XX and audited in accordance with the standards of the PCAOB (the “PCAOB Audited Financial Statements”) and (ii) unaudited financial statements, unaudited including consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity, of the Company and its Subsidiaries as of and for each interim financial statements period required to be presented in the Registration Statement, in each case, prepared in accordance with GAAP and Regulation S-X covering and reviewed in accordance with SAS 100 review procedures (the applicable periods required to be included in the Registration Statement and oil and gas reserve reports covering the applicable periods required to be included in the Registration Statement. Without limiting the foregoing, the Company shall use reasonable best efforts to cause the timely cooperation of its independent accounting firm and independent reserve engineering firm in connection with the preparation and filing of the Registration Statement, including by instructing such firm to provide a customary consent to the inclusion of such firm’s reports of the financial statements or reserve report, as applicable, in the Registration Statement and to the reference of such firm as an “expert” thereinUnaudited Interim Financial Statements”). The Company shall reasonably cooperate in good faith withbe available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice tonotice, Parent Pubco, SPAC and its Representatives their respective counsel in connection with (iA) the drafting of the Registration Statement and (iiB) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent Pubco and SPAC in connection with Parent’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.