INDEMNITY AGREEMENTIndemnity Agreement • August 29th, 2018 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
THIS INDEMNITY AGREEMENT(this “Agreement”) is made as of , 20 , by and between Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2017 • Osprey Energy Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2017, is made and entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”) and Osprey Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between OSPREY ENERGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 26th, 2017 • Osprey Energy Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 20, 2017, is by and between Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
25,000,000 Units Osprey Energy Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2017 • Osprey Energy Acquisition Corp • Blank checks • New York
Each unit (the “Unit(s)”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 26th, 2017 • Osprey Energy Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of July 20, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”), and Osprey Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
LETTER AGREEMENTLetter Agreement • July 26th, 2017 • Osprey Energy Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 28th, 2017 • Osprey Energy Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2017, by and between Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2017 • Osprey Energy Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 20, 2017 by and between Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 28th, 2017 • Osprey Energy Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2017, is made and entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”) and Osprey Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 29th, 2022 • STR Sub Inc. • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2022 is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership formerly known as Falcon Minerals Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), each of the Lenders (as defined below) from time to time party hereto, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent (as defined below) and Issuing Bank (as defined below), and, solely for the purposes of Section 12.23, KMF Land, LLC, a Delaware limited liability company (“KMF Land”).
CREDIT AGREEMENT Dated as of August 23, 2018 among FALCON MINERALS OPERATING PARTNERSHIP, LP as the Borrower, The Several Lenders from Time to Time Parties Hereto, and Citibank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an...Credit Agreement • August 29th, 2018 • Falcon Minerals Corp • Crude petroleum & natural gas • Texas
CREDIT AGREEMENT, dated as of August 23, 2018, among Falcon Minerals Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), Citibank, N.A. (“Citibank”), as administrative agent and collateral agent for the Lenders, as the swing line lender and an issuer of Letters of Credit, and each other Issuing Bank from time to time party hereto.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE FALCON MINERALS CORPORATIONRestricted Stock Unit Agreement • December 4th, 2018 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Falcon Minerals Corporation, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Falcon Minerals Corporation 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE FALCON MINERALS CORPORATIONNonqualified Stock Option Agreement • December 4th, 2018 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Falcon Minerals Corporation, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Falcon Minerals Corporation 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FORM OF LETTER AGREEMENTLetter Agreement • May 25th, 2017 • Osprey Energy Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the “Company”), Credit Suisse Securities (USA) LLC, as the underwriter (the “Underwriter” relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 4th, 2018 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Falcon Minerals Corporation, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Falcon Minerals Corporation 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FALCON MINERALS CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2019 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 19, 2019, between Falcon Minerals Corporation, a Delaware corporation (the “Company”), and Daniel C. Herz (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, 2022 by and between Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation), a Delaware corporation (the “Company”), and _______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 7, 2022 AMONG SITIO ROYALTIES OPERATING PARTNERSHIP, LP, AS BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK AND THE LENDERS PARTY HERETO BARCLAYS BANK PLC, CAPITAL...Credit Agreement • June 10th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2022 is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership formerly known as Falcon Minerals Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), each of the Lenders (as defined below) from time to time party hereto, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent (as defined below) and Issuing Bank (as defined below), and, solely for the purposes of Section 12.23, KMF Land, LLC, a Delaware limited liability company (“KMF Land”).
PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE FALCON MINERALS CORPORATIONPerformance Stock Unit Agreement • May 11th, 2020 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Falcon Minerals Corporation, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Falcon Minerals Corporation 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 12th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas
THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the “Agreement”), between Sitio Royalties Corp., a Delaware corporation (“Parent”), BX Royal Aggregator LP, a Delaware limited partnership (“Royal Aggregator”) and Rock Ridge Royalty Company LLC, a Delaware limited liability company (“Rock Ridge” and together with Royal Aggregator, each, a “Holder” and together, the “Holders”), and Brigham Minerals, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 4th, 2018 • Osprey Energy Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 3, 2018, by and among Osprey Energy Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
FORM OF RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE FALCON MINERALS CORPORATIONRestricted Stock Award Agreement • December 4th, 2018 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Falcon Minerals Corporation, a Delaware (the “Company”), and the Participant specified above, pursuant to the Falcon Minerals Corporation 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 12th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas
THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the “Agreement”), between Sitio Royalties Corp., a Delaware corporation (“Parent”), Source Energy Leasehold, LP, a Delaware limited partnership (“SEL”) and Permian Mineral Acquisitions, LP, a Delaware limited partnership (“PMA” and together with SEL, each, a “Holder” and together, the “Holders”), and Brigham Minerals, Inc., a Delaware corporation (the “Company”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SITIO ROYALTIES OPERATING PARTNERSHIP, LP. Dated as of June 7, 2022Contribution Agreement • June 10th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), dated as of June 7, 2022, is adopted, executed and agreed to by and among Sitio Royalties GP, LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 12th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas
THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the “Agreement”), between Sitio Royalties Corp., a Delaware corporation (“Parent”), KMF DPM HoldCo, LLC (“KMF”), Chambers DPM HoldCo, LLC (“Chambers”, and together with KMF, collectively, the “Holders”), and Brigham Minerals, Inc., a Delaware corporation (the “Company”).
RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE FALCON MINERALS CORPORATIONRestricted Stock Award Agreement • May 16th, 2019 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Falcon Minerals Corporation, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Falcon Minerals Corporation 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
DPM HOLDCO, LLC ASSIGNMENT AND ALLOCATION AGREEMENTAssignment and Allocation Agreement • June 10th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • Delaware
This Assignment and Allocation Agreement (this “Agreement”) is made and entered into as of June 6, 2022 (the “Effective Date”) by and between KMF DPM HoldCo, LLC, Chambers DPM HoldCo, LLC, Rock Ridge Royalty Company LLC, Source Energy Leasehold, LP and Permian Mineral Acquisitions, LP (collectively, the “Sponsors”), DPM HoldCo, LLC, a Delaware limited liability company (“DPM”), Sitio Royalties Corp., a Delaware corporation (the “Corporation”), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (“OpCo”), and [__] (“you”).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 29th, 2022 • STR Sub Inc. • Crude petroleum & natural gas • New York
This First Amendment to Note Purchase Agreement (this “Amendment”), dated as of December 29, 2022 (the “First Amendment Effective Date”), to that certain Note Purchase Agreement, dated as of September 21, 2022 (the “Existing Note Purchase Agreement”; as amended by this Amendment, and as the same may be further amended, modified or supplemented, the “Note Purchase Agreement”), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (formerly known as Falcon Minerals Operating Partnership, LP, a Delaware limited partnership) (the “Issuer”), each of the Subsidiaries of Issuer party hereto as Guarantors, the various Holders party hereto (the “Holders”), and U.S. Bank Trust Company, National Association, as agent for the Holders (in such capacity, the “Agent”).
FALCON MINERALS CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2021 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 28, 2021, between Falcon Minerals Corporation, a Delaware corporation (the “Company”), and Bryan C. Gunderson (the “Executive”).
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • June 28th, 2021 • Falcon Minerals Corp • Crude petroleum & natural gas
Reference is made to that certain Employment Agreement dated as of April 19, 2019 (the “Agreement”) between Falcon Minerals Corporation and me. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2022 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of January 11, 2022, is entered into by and among Falcon Minerals Corporation, a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Holders” and, together with the Company, the “Parties”), and shall become effective upon the Closing (as defined below).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 27th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • New York
This First Amendment to Second Amended and Restated Credit Agreement (this “First Amendment”) dated as of June 24, 2022 (the “First Amendment Effective Date”), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (“Borrower”), each of the Guarantors, each of the Lenders party hereto, the Issuing Bank and Bank of America, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
SHAREHOLDERS’ AGREEMENT DATED AS OF AUGUST 23, 2018 AMONG FALCON MINERALS CORPORATION AND THE OTHER PARTIES HERETOShareholders’ Agreement • August 29th, 2018 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
This Shareholders’ Agreement (this “Agreement”) is entered into as of August 23, 2018 by and among Falcon Minerals Corporation, a Delaware corporation formerly named Osprey Energy Acquisition Corp. (the “Company”), Osprey Sponsor, LLC, a Delaware limited liability company (“Osprey Sponsor”), Edward Cohen, Jonathan Z. Cohen, Daniel C. Herz, Jeffrey F. Brotman, Royal Resources L.P., a Delaware limited partnership (“Royal LP”), Royal Resources GP L.L.C., a Delaware limited liability company (“Royal GP” and collectively with Royal LP, “Royal”), Noble Royalties Acquisition Co., LP, a Delaware limited partnership (“NRAC”), Hooks Ranch Holdings LP, a Delaware limited partnership (“Hooks Holdings”), DGK ORRI Holdings, LP, a Delaware limited partnership (“DGK Holdings”, and collectively with NRAC and Hooks Holdings, the “Contributors” and each a “Contributor”), and Blackstone Management Partners, L.L.C. (“Blackstone”). Each of the parties to this Agreement is sometimes referred to individually
FIRST AMENDMENT TO 364-DAY BRIDGE TERM LOAN AGREEMENTDay Bridge Term Loan Agreement • July 13th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • New York
This First Amendment to 364-Day Bridge Term Loan Agreement (this “First Amendment”) dated as of July 8, 2022 (the “First Amendment Effective Date”), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (“Borrower”), each of the Guarantors, each of the Lenders party hereto and Bank of America, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2018 • Falcon Minerals Corp • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 23, 2018 by and among Falcon Minerals Corporation, a Delaware corporation (the “Company”), Royal Resources L.P., a Delaware limited partnership (“Royal LP”), Noble Royalties Acquisition Co., LP, a Delaware limited partnership (“NRAC”), Hooks Ranch Holdings LP, a Delaware limited partnership (“Hooks Holdings”), DGK ORRI Holdings, LP, a Delaware limited partnership (“DGK”), DGK ORRI GP LLC, a Delaware limited liability company (“DGK GP”), Hooks Holdings Company GP, LLC, a Delaware limited liability company (“Hooks GP”, and together with NRAC ,Hooks Holdings, DGK and DGK GP the “Contributors” and each a “Contributor”). Royal LP, each of the Contributors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, is herein referred to as a “Holder” and collectively as the “Holders”.
