PHX Minerals Inc. Sample Contracts

WITNESSETH:
Loan Agreement • February 11th, 2000 • Panhandle Royalty Co • Crude petroleum & natural gas • Oklahoma
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WITNESSETH:
Loan Agreement • October 16th, 2001 • Panhandle Royalty Co • Crude petroleum & natural gas • Oklahoma
AMONG
Agreement and Plan of Merger • October 16th, 2001 • Panhandle Royalty Co • Crude petroleum & natural gas • Oklahoma
Underwriting Agreement
Underwriting Agreement • April 19th, 2021 • PHX Minerals Inc. • Crude petroleum & natural gas • New York
AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT
Terms Agreement • August 25th, 2021 • PHX Minerals Inc. • Crude petroleum & natural gas • New York

PHX Minerals Inc. (formerly known as Panhandle Oil and Gas Inc.), an Oklahoma corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), up to 3,000,000 shares (the “Shares”) of the Company’s Class A common stock, $0.01666 par value per share (the “Common Stock”) on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex 1 hereto, relating to such sale in accordance with Section 3 of this Agreement.

AMENDED AND RESTATED CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT
Control Executive Severance Agreement • March 12th, 2024 • PHX Minerals Inc. • Crude petroleum & natural gas • Delaware

This Amended and Restated Change-in-Control Executive Severance Agreement (this “Agreement”), dated as of August 16, 2023 to be effective as of August 1, 2023 (the “Effective Date”), is made by and between PHX Minerals Inc., a Delaware corporation (the “Company”), and Chad L. Stephens (the “Executive”).

CREDIT AGREEMENT
Credit Agreement • September 3rd, 2021 • PHX Minerals Inc. • Crude petroleum & natural gas • Texas

This CREDIT AGREEMENT (this “Agreement”) is entered into as of September 1, 2021, among PHX MINERALS INC., an Oklahoma corporation (referred to herein as the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and INDEPENDENT BANK, as Administrative Agent and L/C Issuer.

AMENDED AND RESTATED CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT
Control Executive Severance Agreement • December 10th, 2020 • PHX Minerals Inc. • Crude petroleum & natural gas • Oklahoma

This Amended and Restated Change-in-Control Executive Severance Agreement (this “Agreement”), executed as of November 9, 2020 and dated effective as of November 9, 2020, is between PHX Minerals Inc., an Oklahoma corporation (the “Company”), and (the “Executive”).

AGREEMENT FOR PURCHASE AND SALE by and among RED STONE RESOURCES, LLC, AND RED STONE OPERATING, LLC, (“Seller”) and PANHANDLE OIL & GAS INC., (“Buyer”) August 24, 2020
Agreement for Purchase and Sale • August 27th, 2020 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

This Agreement for Purchase and Sale (this “Agreement”) is made and entered into this the 24th day of August, 2020 (the “Execution Date”), by and between Red Stone Resources, LLC, an Oklahoma limited liability company, for itself and as successor-in-interest by merger to Macedonia Minerals, LLC, a former Texas limited liability company, and Red Stone Operating, LLC, an Oklahoma limited liability company (collectively, “Seller”) and Panhandle Oil & Gas Inc., an Oklahoma corporation (“Buyer”). Seller and Buyer are collectively referred to herein as the “Parties,” and Seller and Buyer are sometimes individually referred to herein as a “Party.”

PHX MINERALS INC., as Issuer and as Trustee SENIOR INDENTURE Dated as of ____________, 20____
PHX Minerals Inc. • March 12th, 2024 • Crude petroleum & natural gas • New York

INDENTURE, dated as of__________, 20___, among PHX Minerals Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1320 South University Drive, Suite 720, Fort Worth, Texas 76107 and _______________, a [entity type] duly organized and existing under the laws of the State of [State of Incorporation], as Trustee (herein called the “Trustee”).

CLAWBACK AGREEMENT
Clawback Agreement • August 2nd, 2011 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas

This AGREEMENT (“Agreement”) is entered into effective as of January 1, 2011 between Panhandle Oil and Gas Inc. (“Company”) and Michael C. Coffman, President and CEO of the Company (“Executive”).

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 12th, 2017 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made effective as of December 8, 2016, by and among PANHANDLE OIL AND GAS INC., formerly named Panhandle Royalty Company, an Oklahoma corporation (referred to herein as the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MIDFIRST BANK, a federally chartered savings association, as Documentation Agent, and BOKF, NA dba Bank of Oklahoma, as Administrative Agent and L/C Issuer.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 9th, 2009 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated effective as of December 8, 2009 by and among PANHANDLE OIL AND GAS INC., formerly named Panhandle Royalty Company, an Oklahoma corporation (referred to herein as the “Borrower”) and BANK OF OKLAHOMA, N.A., a national banking association (“Bank”).

AMENDMENT NO. 1 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT
PHX Minerals Inc. • May 10th, 2022 • Crude petroleum & natural gas • New York

This Amendment No. 1 (this “Amendment”) to At-The-Market Equity Offering Sales Agreement, dated August 25, 2021 (the “Original Agreement”), by and between PHX Minerals Inc. (formerly known as Panhandle Oil and Gas Inc.), a Delaware corporation formerly incorporated in Oklahoma (the “Company”), and Stifel, Nicolaus & Company, Incorporated, is entered into on and as of the date first written above. All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:

NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 8th, 2021 • PHX Minerals Inc. • Crude petroleum & natural gas • Oklahoma

THIS NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated and effective as of April 7, 2021, by and among PHX MINERALS INC., formerly named Panhandle Oil and Gas Inc., formerly named Panhandle Royalty Company, an Oklahoma corporation (referred to herein as the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), MIDFIRST BANK, a federally chartered savings association, as Documentation Agent, and BOKF, NA DBA BANK OF OKLAHOMA, as Administrative Agent and L/C Issuer.

SECOND ADDENDUM TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • December 23rd, 2003 • Panhandle Royalty Co • Crude petroleum & natural gas • Oklahoma

This SECOND ADDENDUM TO AMENDED AND RESTATED LOAN AGREEMENT (hereinafter referred to as the “Second Addendum") is effective as of March 25th, 2003, by and among PANHANDLE ROYALTY COMPANY, an Oklahoma corporation (hereinafter referred to as “Panhandle"), WOOD OIL COMPANY, an Oklahoma corporation (hereinafter referred to as “Wood Oil"), and the surviving constituent corporation resulting from a merger with PHC, INC. (the “Merger Sub") (Panhandle and Wood Oil are hereinafter individually referred to as “Borrower” and collectively referred to as the “Borrowers") and BANCFIRST, an Oklahoma banking corporation (hereinafter referred to as “Bank");

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 8th, 2011 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Arkansas

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated the 30 day of September 2011, by and between Flatirons Development, LLC, a Delaware limited liability company (“Seller”), and Panhandle Oil and Gas Inc., an Oklahoma corporation (“Buyer”). Seller and Buyer are collectively referred to herein as “parties” and each is referred to as a “party”.

AMENDED AND RESTATED CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT
Severance Agreement • February 25th, 2020 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

This Amended and Restated Change-in-Control Executive Severance Agreement (this “Agreement”), executed as of February 25, 2020, and dated effective as of January 16, 2020, is between Panhandle Oil and Gas Inc., an Oklahoma corporation (the “Company”), and Chad L. Stephens (the “Executive”).

EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 7th, 2020 • PHX Minerals Inc. • Crude petroleum & natural gas • Oklahoma

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated and effective as of December 4, 2020, by and among PHX MINERALS INC., formerly named Panhandle Oil and Gas Inc., formerly named Panhandle Royalty Company, an Oklahoma corporation (referred to herein as the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MIDFIRST BANK, a federally chartered savings association, as Documentation Agent, and BOKF, NA DBA BANK OF OKLAHOMA, as Administrative Agent and L/C Issuer.

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 27th, 2017 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made effective as of October 25, 2017, by and among PANHANDLE OIL AND GAS INC., formerly named Panhandle Royalty Company, an Oklahoma corporation (referred to herein as the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MIDFIRST BANK, a federally chartered savings association, as Documentation Agent, and BOKF, NA dba Bank of Oklahoma, as Administrative Agent and L/C Issuer.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER
Credit Agreement And • June 19th, 2014 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER is made effective as of June 17, 2014, by and among PANHANDLE OIL AND GAS INC., formerly named Panhandle Royalty Company, an Oklahoma corporation (referred to herein as the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MIDFIRST BANK, a federally chartered savings association, as Documentation Agent, and BOKF, NA dba Bank of Oklahoma, as Administrative Agent and L/C Issuer.

CREDIT AGREEMENT Between PANHANDLE ROYALTY CO. And BANK OF OKLAHOMA, N.A. October 31, 2006
Credit Agreement • August 10th, 2009 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

THIS CREDIT AGREEMENT (hereinafter referred to as the “Agreement”) executed as of the 31st day of October, 2006, by and among PANHANDLE ROYALTY COMPANY, an Oklahoma corporation (referred to herein as the “Borrower”) and BANK OF OKLAHOMA, N.A., a national banking association (“Bank”). Borrower and Bank are collectively referred to herein as the “Parties” and individually as a “Party”.

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TRANSITION AGREEMENT
Transition Agreement • December 13th, 2019 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas

This Transition Agreement (the “Agreement”), between Panhandle Oil and Gas, Inc. (“Panhandle”) and Paul F. Blanchard (“Blanchard”) (collectively, the “Parties”) is effective as of the 26th day of August 2019 (the “Effective Date”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 8th, 2023 • PHX Minerals Inc. • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into on the ___ day of ______, 202__, between PHX Minerals Inc., a Delaware corporation (“Company”), and ______ (“Grantee”). The Company and Grantee are referred to herein each individually as a “Party” and collectively as the “Parties.”

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 2nd, 2018 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made effective as of July 2, 2018, by and among PANHANDLE OIL AND GAS INC., formerly named Panhandle Royalty Company, an Oklahoma corporation (referred to herein as the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MIDFIRST BANK, a federally chartered savings association, as Documentation Agent, and BOKF, NA dba Bank of Oklahoma, as Administrative Agent and L/C Issuer.

CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT
Control Executive Severance Agreement • September 5th, 2007 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

This Change-in-Control Severance Agreement (this (“Agreement”), dated and effective September 4, 2007, is between Panhandle Oil and Gas Inc., an Oklahoma corporation (the “Company”), and (the “Executive”).

SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 8th, 2019 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated and effective as of August 6, 2019, by and among PANHANDLE OIL AND GAS INC., formerly named Panhandle Royalty Company, an Oklahoma corporation (referred to herein as the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MIDFIRST BANK, a federally chartered savings association, as Documentation Agent, and BOKF, NA dba Bank of Oklahoma, as Administrative Agent and L/C Issuer.

AMENDED INDEMNIFICATION AGREEMENT
Amended Indemnification Agreement • June 19th, 2007 • Panhandle Oil & Gas Inc • Crude petroleum & natural gas • Oklahoma

THIS AMENDED INDEMNIFICATION AGREEMENT (“Agreement”) is entered into effective as of June 15, 2007, by and between Panhandle Oil and Gas Inc., an Oklahoma corporation (the “Company”), and (“Indemnitee”).

PHX MINERALS INC. EXECUTIVE ACKNOWLEDGEMENT & AGREEMENT PERTAINING TO CLAWBACK POLICY
Acknowledgement and Agreement • March 12th, 2024 • PHX Minerals Inc. • Crude petroleum & natural gas

This Acknowledgement and Agreement (the “Acknowledgement”) is delivered by the undersigned officer (“Executive”), as the date set forth below, to PHX Minerals, Inc., a Delaware corporation (the “Company”). Executive is an officer (as defined under Section 16 of the Securities Exchange Act of 1934, as amended) of the Company and an employee of the Company or one of its subsidiaries.

AGREEMENT AND PLAN OF MERGER OF PHX MINERALS INC. (an Oklahoma corporation) AND PHX MINERALS (DE) INC. (a Delaware corporation)
Agreement and Plan of Merger • April 5th, 2022 • PHX Minerals Inc. • Crude petroleum & natural gas

This Agreement and Plan of Merger, dated as of March 31, 2022 (the “Agreement”), is made by and between PHX Minerals Inc., an Oklahoma corporation (“PHX Oklahoma”), and PHX Minerals (DE) Inc., a Delaware corporation and wholly owned subsidiary of PHX Oklahoma (“PHX Delaware”). PHX Oklahoma and PHX Delaware are sometimes referred to herein as the “Constituent Corporations.”

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 19th, 2022 • PHX Minerals Inc. • Crude petroleum & natural gas • Texas

THIS SECOND AMENDMENT TO CREDIT AGREEMENT is dated May 18, 2022, by and among PHX MINERALS INC., a Delaware corporation (referred to herein as the “Borrower”), successor by merger to PHX Minerals Inc., an Oklahoma corporation, each lender party hereto as set forth in Schedule 2.1 attached (collectively, the “Lenders” and individually, a “Lender”), and INDEPENDENT BANK, as Administrative Agent and L/C Issuer.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 13th, 2022 • PHX Minerals Inc. • Crude petroleum & natural gas • Texas

THIS THIRD AMENDMENT TO CREDIT AGREEMENT is dated December 7, 2022, by and among PHX MINERALS INC., a Delaware corporation (referred to herein as the “Borrower”), successor by merger to PHX Minerals Inc., an Oklahoma corporation, each lender party hereto as set forth in Schedule 2.1 attached (collectively, the “Lenders” and individually, a “Lender”), and INDEPENDENT BANK, as Administrative Agent and L/C Issuer.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 5th, 2023 • PHX Minerals Inc. • Crude petroleum & natural gas • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into effective as of ___________, 2023, by and between PHX Minerals Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2023 • PHX Minerals Inc. • Crude petroleum & natural gas • Texas

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT is dated May 5, 2023, by and among PHX MINERALS INC., a Delaware corporation (referred to herein as the “Borrower”), successor by merger to PHX Minerals Inc., an Oklahoma corporation, each lender party hereto as set forth in Schedule 2.1 attached (collectively, the “Lenders” and individually, a “Lender”), and INDEPENDENT BANK, as Administrative Agent and L/C Issuer.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 9th, 2021 • PHX Minerals Inc. • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO CREDIT AGREEMENT is dated and effective as of December 6, 2021, by and among PHX MINERALS INC., an Oklahoma corporation (referred to herein as the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and INDEPENDENT BANK, as Administrative Agent and L/C Issuer.

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