Phoenix Energy One, LLC Sample Contracts
Broker-Dealer AgreementBroker-Dealer Agreement • November 19th, 2021 • Phoenix Capital Group Holdings, LLC • Metal mining
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Phoenix Capital Group Holdings, LLC (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of June 14, 2021 (the “Effective Date”):
PHOENIX CAPITAL GROUP HOLDINGS LLC a Delaware limited liability company Issuer AND UMB Bank, N.A. Trustee INDENTURE Dated as of August 25, 2023 Unsecured Subordinated Debt SecuritiesIndenture • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • Delaware
INDENTURE, dated as of [___], 2023, between PHOENIX CAPITAL GROUP HOLDINGS LLC, a Delaware limited liability company (the “Company” or the “Issuer”), and UMB BANK, N.A. as trustee (the “Trustee”):
LOAN AGREEMENTLoan Agreement • January 19th, 2024 • Phoenix Capital Group Holdings, LLC • Metal mining • Delaware
THIS LOAN AGREEMENT (the “Agreement”) made this 14th day of September, 2023, by and between Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Borrower”), and Adamantium Capital LLC, a Delaware limited liability company (the “Lender”).
LIMITED WAIVER AND AMENDMENT NO. 4 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • April 25th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Agreement”) dated as of August 12, 2024 is among PHOENIX CAPITAL GROUP HOLDINGSENERGY ONE, LLC, a Delaware limited liability company and formerly known as PHOENIX CAPITAL GROUP HOLDINGS, LLC (the “Company”), PHOENIX OPERATING LLC, a Delaware limited liability company (the “Borrower”), each of the Lenders from time to time party hereto and FORTRESS CREDIT CORP., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • June 26th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Phoenix Energy One, LLC, a Delaware limited liability company (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
PHOENIX CAPITAL GROUP HOLDINGS , LLC SUBSCRIPTION AGREEMENT INSTRUCTION PAGESubscription Agreement • June 27th, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining
We, Phoenix Capital Group Holdings , LLC (“we,” “our,” “us,” or the “Company”), are offering an initial maximum of $75,000,000, as may be increased at the discretion of the Company subject to the requirements of Regulation A, of our 9.0% unsecured bonds (the “Bonds”) pursuant to the offering circular (the “Offering Circular”) dated _______________ (the “Offering”). Each Bond will be sold at a public offering price of $1,000 per Bond, as may be supplemented, with a minimum purchase amount of one Bond ($1,000). The Bonds will be offered in multiple series.
PHOENIX ENERGY ONE, LLC SUBSCRIPTION AGREEMENT INSTRUCTION PAGESubscription Agreement • May 9th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
Phoenix Energy One, LLC (“we,” “our,” “us,” or the “Company”) is offering on a continuous basis up to $750,000,000 in aggregate principal of its Fixed Rate Senior Subordinated Notes (the “Notes”) pursuant to a Registration Statement on Form S-1 (File No. 333-282862), including the related prospectus, dated as of [ • ], 2025 (as it may be amended and supplemented from time to time, the “Prospectus”). A copy of the Prospectus can be obtained from our filings with the U.S. Securities and Exchange Commission (the “SEC”) via the EDGAR system at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&filenum=333-282862. Capitalized terms used but not defined herein will have the meanings assigned to them in the Prospectus.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIX EQUITY HOLDINGS, LLC, a Delaware limited liability company December 4, 2024Limited Liability Company Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIX EQUITY HOLDINGS, LLC is made and entered into by and among each of the Members (as defined herein) from time to time party hereto, and is effective as of December 4, 2024 (the “Effective Date”). Capitalized terms used herein without definition have the meanings set forth in Section 2.1.
AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • New York
This Amendment No. 2 to Amended and Restated Senior Secured Credit Agreement (this “Amendment”) is entered into as of November 1, 2024, by and among Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Phoenix Operating LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders (as defined in the Credit Agreement) party hereto, which constitute the Majority Lenders, and Fortress Credit Corp., as Administrative Agent (as defined in the Credit Agreement). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement.
Commission AgreementCommission Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
This Commission Agreement (this “Agreement”) is made effective as of January 16, 2024 between Sean Goodnight, employee of Phoenix Capital Group Holdings, LLC (the “Employee”) and Phoenix Capital Group Holdings, LLC (the “Company”). This agreement supersedes and replaces any previous commission agreement or rate structure in any documentation that was distributed to the Employee.
PUBLIC OFFERING SUBSCRIPTION AGREEMENT of Phoenix Energy One, LLCSubscription Agreement • August 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • New York
This Subscription Agreement (this “Agreement”) relates to the agreement of the undersigned (the “Investor”) to purchase ____________ newly issued 10.00% Series A Cumulative Redeemable Preferred Shares, representing limited liability company interests without par value, (collectively, the “Shares” and each a “Share”), of Phoenix Energy One, LLC, a Delaware limited liability company (the “Company”), for a purchase price of $20.00 per Share, for a total purchase price of $_________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated [ ], 2025, contained in the offering statement on Form 1-A qualified by the Securities and Exchange Commission (the “SEC”) on [ ], 2025 (the “Offering Circular”). Any capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
REVOLVING LINE OF CREDIT LOAN AGREEMENTRevolving Line of Credit Loan Agreement • August 9th, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining • Delaware
THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (the “Agreement”) made this _____ day of ____________, 2023, by and between Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Borrower”), and Phoenix Capital Group Holdings I LLC, a Delaware limited liability company (the “Lender”).
PHOENIX EQUITY HOLDINGS, LLC UNIT AWARD AGREEMENTUnit Award Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
Phoenix Equity Holdings, LLC (the “Company”) hereby grants to Curtis Allen (the “Participant”) the following award of Units (the “Award”), pursuant and subject to the terms and conditions of this Unit Award Agreement (this “Agreement”), the Limited Liability Company Agreement of the Company (as amended, the “LLC Agreement”) and the Phoenix Equity Holdings, LLC 2024 Long-Term Incentive Plan (as may be amended, the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
AMENDMENT NO. 5 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • June 27th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Agreement”) dated as of August 12, 2024 is among PHOENIX ENERGY ONE, LLC, a Delaware limited liability company and formerly known as PHOENIX CAPITAL GROUP HOLDINGS, LLC (the “Company”), PHOENIX OPERATING LLC, a Delaware limited liability company (the “Borrower”), each of the Lenders from time to time party hereto and FORTRESS CREDIT CORP., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Broker-Dealer AgreementBroker-Dealer Agreement • April 4th, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Phoenix Capital Group Holdings, LLC (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of March 15, 2023 (the “Effective Date”):
EMPLOYEE AGREEMENT – 2025 Calendar YearEmployee Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
This Employee Agreement (this “Agreement”) is made and entered into by and between Phoenix Equity Holdings, LLC (together with its affiliates and subsidiaries, the “Company”), and Lindsey Wilson (“Employee”), effective as of January 1, 2025 (the “Effective Date”) and replaces the “Employee Agreement – 2024” signed May 3, 2024 and Effective January 1, 2024.
SECOND AMENDMENT TO THE LOAN AGREEMENTLoan Agreement • December 30th, 2024 • Phoenix Capital Group Holdings, LLC • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDMENT TO THE LOAN AGREEMENT (the “Second Amendment”) is made as of December 12, 2024, by and between Phoenix Capital Group Holdings, LLC (the “Original Borrower”); Phoenix Operating, LLC (the “New Borrower,” and collectively, with Original Borrower, the “Borrower”); and Adamantium Capital LLC (the “Lender”).
PHOENIX ENERGY ONE, LLC SHARE DESIGNATION WITH RESPECT TO THE SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARESShare Designation • June 27th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • Delaware
This SHARE DESIGNATION (this “Share Designation”) with respect to the Series A Preferred Shares (as defined below) of PHOENIX ENERGY ONE, LLC, a Delaware limited liability company (the “Company”), is effective as of the Effective Time (as defined below).
FOURTH AMENDMENT TO THE LOAN AGREEMENTLoan Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • Delaware
THIS FOURTH AMENDMENT TO THE LOAN AGREEMENT (the “Fourth Amendment”) is made as of January 24, 2025, by and between Phoenix Energy One, LLC (formerly known as Phoenix Capital Group Holdings, LLC) (the “Original Borrower”); Phoenix Operating, LLC (the “Additional Borrower”, and collectively, with Original Borrower, the “Borrower”); and Adamantium Capital LLC (the “Lender”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIX ENERGY ONE, LLCLimited Liability Company Agreement • June 27th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PHOENIX ENERGY ONE, LLC (the “Company”), is effective as of the Effective Time, among each Person who is or becomes a Shareholder of the Company from time-to-time. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.
PHOENIX EQUITY HOLDINGS, LLC UNIT AWARD AGREEMENTUnit Award Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
Phoenix Equity Holdings, LLC (the “Company”) hereby grants to Sean Goodnight (the “Participant”) the following award of Units (the “Award”), pursuant and subject to the terms and conditions of this Unit Award Agreement (this “Agreement”), the Limited Liability Company Agreement of the Company (as amended, the “LLC Agreement”) and the Phoenix Equity Holdings, LLC 2024 Long-Term Incentive Plan (as may be amended, the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
CREDIT AGREEMENTCredit Agreement • November 19th, 2021 • Phoenix Capital Group Holdings, LLC • Metal mining • Ontario
RECITAL: The Borrower has requested that the Lenders extend credit to the Borrower and the Lenders have agreed to provide such credit to the Borrower on the terms and conditions contained herein.
THIRD AMENDMENT TO THE LOAN AGREEMENTLoan Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • Delaware
THIS THIRD AMENDMENT TO THE LOAN AGREEMENT (the “Third Amendment”) is made as of January 3, 2025, by and between Phoenix Capital Group Holdings, LLC (the “Original Borrower”); Phoenix Operating, LLC (the “New Borrower,” and collectively, with Original Borrower, the “Borrower”); and Adamantium Capital LLC (the “Lender”).
PHOENIX CAPTIAL GROUP HOLDINGS, LLC 18575 Jamboree Rd, Suite 830 Irvine, CA 92612 November 29, 2023Employment Agreement • December 22nd, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining
As you know, since Phoenix Capital Group Holdings, LLC (“Phoenix” of the “Company”), was founded, you have provided invaluable service through the years providing your knowledge and experience to us as a VP of Engineering in creating our highly successful acquisition program.
EMPLOYEE AGREEMENT – 2025 Calendar YearEmployee Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
This Employee Agreement (this “Agreement”) is made and entered into by and between Phoenix Equity Holdings, LLC (together with its affiliates and subsidiaries, the “Company”), and Curtis Allen (“Employee”), effective as of January 1, 2025 (the “Effective Date”) and replaces the “Employee Agreement – 2024” signed May 2, 2024 and Effective January 1, 2024.
PUBLIC OFFERING SUBSCRIPTION AGREEMENT of Phoenix Energy One, LLCSubscription Agreement • August 14th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • New York
This Subscription Agreement (this “Agreement”) relates to the agreement of the undersigned (the “Investor”) to purchase ____________ newly issued 10.00% Series A Cumulative Redeemable Preferred Shares, representing limited liability company interests without par value, (collectively, the “Shares” and each a “Share”), of Phoenix Energy One, LLC, a Delaware limited liability company (the “Company”), for a purchase price of $20.00 per Share, for a total purchase price of $_________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated [ ], 2025, contained in the offering statement on Form 1-A qualified by the Securities and Exchange Commission (the “SEC”) on [ ], 2025 (the “Offering Circular”). Any capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
EMPLOYEE AGREEMENT – 2025 Calendar YearEmployee Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
This Employee Agreement (this “Agreement”) is made and entered into by and between Phoenix Equity Holdings, LLC (together with its affiliates and subsidiaries, the “Company”), and Adam Ferrari (“Employee”), effective as of January 1, 2025 (the “Effective Date”) and replaces the “Employee Agreement – 2024” signed May 2, 2024 and Effective January 1, 2024.
PHOENIX EQUITY HOLDINGS, LLC PHANTOM UNIT AWARD AGREEMENTPhantom Unit Award Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
Phoenix Equity Holdings, LLC (the “Company”) hereby grants to [ ] (the “Participant”) the following award of Phantom Units (the “Phantom Unit Award”). The Phantom Unit Award represents the right to receive certain cash payments from the Company or one of its Subsidiaries or Affiliates in the amounts and at the times specified in this Phantom Unit Award Agreement (this “Agreement”), pursuant and subject to the terms and conditions of this Phantom Unit Award Agreement and the Phoenix Equity Holdings, LLC 2024 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
PHOENIX EQUITY HOLDINGS, LLC UNIT AWARD AGREEMENTUnit Award Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
Phoenix Equity Holdings, LLC (the “Company”) hereby grants to [ ] (the “Participant”) the following award of Units (the “Award”), pursuant and subject to the terms and conditions of this Unit Award Agreement (this “Agreement”), the Limited Liability Company Agreement of the Company (as amended, the “LLC Agreement”) and the Phoenix Equity Holdings, LLC 2024 Long-Term Incentive Plan (as may be amended, the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
Amended and Restated Broker-Dealer AgreementBroker-Dealer Agreement • September 6th, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining
This amended and restated agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Phoenix Capital Group Holdings I LLC (“Client”), a Delaware Limited Liability Company, Phoenix Capital Group Holdings, LLC (“Phoenix Capital”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”) (collectively, the “Parties”) effective as of June 5, 2023.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 27th, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining • Delaware
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplement”) is effective as of the 25th day of May, 2023, by and between Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Issuer”), and UMB Bank, N.A., a national banking association (the “Trustee”).
AMENDMENT NO. 6 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • August 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Agreement”) dated as of August 12, 2024 is among PHOENIX ENERGY ONE, LLC, a Delaware limited liability company and formerly known as PHOENIX CAPITAL GROUP HOLDINGS, LLC (the “Company”), PHOENIX OPERATING LLC, a Delaware limited liability company (the “Borrower”), each of the Lenders from time to time party hereto and FORTRESS CREDIT CORP., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIX ENERGY ONE, LLCLimited Liability Company Agreement • March 28th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PHOENIX ENERGY ONE, LLC (the “Company”), dated as of January 23, 2025, is adopted, executed and agreed to by the Sole Member (as defined below).
LIMITED WAIVER AND AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • April 1st, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas • New York
This Limited Waiver and Amendment No. 1 to Amended and Restated Senior Secured Credit Agreement (this “Amendment”) is entered into as of October 25, 2024, by and among Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Phoenix Operating LLC, a Delaware limited liability company (the “Borrower”), solely for the purposes of the amendment to Section 8.21 of the Credit Agreement (as defined below), Lion of Judah Capital, LLC, a Delaware limited liability company (“Holdings”), the Guarantors party hereto, the Lenders (as defined in the Credit Agreement) party hereto, which constitute the Majority Lenders, and Fortress Credit Corp., as Administrative Agent (as defined in the Credit Agreement). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 16th, 2025 • Phoenix Energy One, LLC • Crude petroleum & natural gas
This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 14, 2025, is between Phoenix Energy One, LLC (formerly known as Phoenix Capital Group Holdings, LLC), a Delaware limited liability company (the “Company”), and UMB Bank, N.A., as trustee (the “Trustee”).