Common use of Unaudited Pro Forma Condensed Combined Financial Statements Clause in Contracts

Unaudited Pro Forma Condensed Combined Financial Statements. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023 gives effect to the Hxxxx Acquisition, Maple Acquisition and Tall City Acquisition as if they had been completed on June 30, 2023. The Forge Acquisition and Driftwood acquisition were completed prior to June 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of Vital at June 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2023 and the year ended December 31, 2022 give effect to the Hxxxx Acquisition, Maple Acquisition, Tall City Acquisition, Driftwood Acquisition and Forge Acquisition (collectively, the “Acquisitions”) as if they been completed on January 1, 2022. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Vital would have been had the Acquisitions and related financing occurred on the dates noted above, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Future results may vary significantly from the results reflected because of various factors. For income tax purposes, the Acquisitions will be treated as an asset purchase such that the tax bases in the assets and liabilities will generally reflect the allocated fair value at closing. In Vital’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made. The unaudited pro forma condensed combined financial information does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Acquisitions and, accordingly, does not attempt to predict or suggest future results. The unaudited pro forma financial statements have been developed from and should be read in conjunction with: · The audited consolidated financial statements and accompanying notes of Vital contained in Vital’s Annual Report on Form 10-K for the year ended December 31, 2022; · The unaudited consolidated financial statements and accompanying condensed notes contained in Vital’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023; · The audited financial statements and related notes of Forge as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The unaudited condensed financial statements and related notes of Forge as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The audited consolidated financial statements and related notes of Driftwood Energy Partners, LLC and its wholly-owned subsidiaries, Driftwood Energy Operating, LLC, Driftwood Energy Management, LLC and Driftwood Energy Intermediate, LLC (collectively, the “Driftwood Entities”) as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited consolidated financial statements and related notes of the Driftwood Entities as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited pro forma condensed combined financial information of Vital as of March 31, 2023 and for the three-month period ended March 31, 2023 and the year ended December 31, 2022, which are incorporated by reference from Exhibit 99.3 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited pro forma condensed combined financial information of Vital as of March 31, 2023 and for the three-month period ended March 31, 2023 and the year ended December 31, 2022, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on August 22, 2023; · The audited financial statements and related notes of Maple Energy Holdings, LLC (“Maple”) as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; · The unaudited financial statements and related notes of Maple as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Hxxxx Energy LP (“Hxxxx”) as of December 31, 2022, 2021 and 2020 and for the years then ended, which are included elsewhere in this filing; · The unaudited condensed consolidated financial statements and related notes of Hxxxx as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Tall City Exploration III LLC (“Tall City”) and Subsidiaries as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; and · The unaudited consolidated financial statements and related notes of Tall City as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing. Vital Energy, Inc. Pro forma condensed combined balance sheets As of June 30, 2023 (in thousands) (Unaudited) Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Assets Current assets: Cash and cash equivalents $ 71,696 $ 6,161 $ 49,649 $ 14,890 $ (70,700 ) (a) $ 274,603 (j) $ 55,996 (274,603 ) (j) (5,350 ) (g) (3,450 ) (h) (6,900 ) (i) Accounts receivable, net 143,672 — 31,056 37,586 (68,642 ) (a) — 143,672 Receivables from oil and gas sales — 13,682 — — (13,682 ) (a) — — Joint interest bxxxxxxx — 485 — — (485 ) (a) — — Severance tax refunds — 233 — — (233 ) (a) — — Receivables from derivative contracts — 2,895 — — (2,895 ) (a) — — Debt issuance, costs, net — 98 — — (98 ) (a) — — Derivatives 11,942 — — 2,769 (2,769 ) (a) — 11,942 Affiliate receivable — — 477 — (477 ) (a) — — Prepaid expenses and other — 416 — 519 (935 ) (a) — — Other current assets 15,619 — 624 — (624 ) (a) — 15,619 Total current assets 242,929 23,970 81,806 55,764 (161,540 ) (15,700 ) 227,229 Property and equipment: Oil and natural gas properties, full cost method: Evaluated properties 10,349,348 — — — — 346,118 (d) 11,419,913 192,112 (e) 438,356 (f) 5,350 (g) 3,450 (h) 6,900 (i) 2,679 (p) 1,929 (q) 1,529 (r) 3,641 (o) 12,818 (o) 24,360 (o) 31,323 (o) Proved oil and gas properties, net — 157,028 — 709,263 (866,291 ) (b) — — Unproved oil and gas properties, not being amortized — — — 6,073 (6,073 ) (b) — — Oil and natural gas properties, based on full cost method of accounting, net — — 440,523 — (440,523 ) (b) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Less: accumulated depletion — (34,405 ) — — 34,405 (b) — — Oil and natural gas properties, net 3,047,217 122,623 440,523 715,336 (1,278,482 ) 1,070,565 4,117,782 Other property and equipment, net — — 34,108 284 (34,392 ) (a) — — Other property and equipment — 245 — — (245 ) (a) — — Less: accumulated depreciation — (66 ) — — 66 (a) — — Midstream and other fixed assets, net 128,792 — — — — 12,963 (s) 141,755 Property and equipment, net 3,176,009 122,802 474,631 715,620 (1,313,053 ) 1,083,528 4,259,537 Right of use assets, net — — 12,356 3,833 (16,189 ) (t) — — Equity method investment — — 1,814 — (1,814 ) (a) — — Derivatives 24,314 — — 1,718 (1,718 ) (a) — 24,314 Receivables from derivative contracts — 876 — — (876 ) (a) — — Operating lease right-of-use assets 127,958 13,097 — — (13,097 ) (t) 29,329 (t) 157,287 Deposits — 50 — — (50 ) (a) — — Deferred income taxes 222,217 — — — — — 222,217 Other noncurrent assets, net 22,002 — — 26 (26 ) (a) — 22,002 Total assets $ 3,815,429 $ 160,906 $ 571,647 $ 776,961 $ (1,509,514 ) $ 1,097,157 $ 4,912,586 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued liabilities $ 84,803 $ — $ — $ 33,718 $ (33,718 ) (a) $ 3,641 (o) $ 88,444 Accounts payable — 616 16,171 — (16,787 ) (a) 24,360 (o) 24,360 Accrued liabilities — — 8,601 — (8,601 ) (a) — — Accrued liabilities and other — 9,446 — — (9,446 ) (a) — — Accrued capital expenditures 66,488 — — — — — 66,488 Ad valorem taxes payable — 919 — — (919 ) (a) — — Affiliate note payable — — 139 — (139 ) (a) — — Undistributed revenue and royalties 166,663 — — 49,376 (49,376 ) (n) 31,323 (o) 197,986 Derivatives 2,338 — — — — — 2,338 Liabilities from derivative contracts — 2,644 — — (2,644 ) (a) — — Drilling advances — — 12,818 — (12,818 ) (n) 12,818 (o) 12,818 Current portion of debt — — 1,292 — (1,292 ) (a) — — Asset retirement obligations, current — — — 200 (200 ) (a) — — Lease obligations, current — — — 2,053 (2,053 ) (t) — — Operating lease liabilities 48,961 2,152 6,822 — (8,974 ) (t) 11,027 (t) 59,988 Other current liabilities 64,492 — — — — — 64,492 Total current liabilities 433,745 15,777 45,843 85,347 (146,967 ) 83,169 516,914 Long-term debt, net 1,619,599 — 30,080 — (30,080 ) (a) 274,603 (j) 1,894,202 Note payable, net of unamortized debt costs — — — 238,642 (238,642 ) (a) — — Revolving credit facility — 15,278 — — (15,278 ) (a) — — Derivatives 3,025 — — — — — 3,025 Liabilities from derivative contracts — 1,859 — — (1,859 ) (a) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Asset retirement obligations 74,428 3,551 1,466 2,333 (7,350 ) (a) 2,679 (p) 80,565 1,929 (q) 1,529 (r) Lease obligations, non-current — — — 1,797 (1,797 ) (t) — — Operating lease liabilities 75,844 10,971 5,534 — (16,505 ) (t) 18,302 (t) 94,146 Other noncurrent liabilities 5,215 — — — — — 5,215 Total liabilities 2,211,856 47,436 82,923 328,119 (458,478 ) 382,211 2,594,067 Commitments and contingencies Stockholders' equity: Preferred stock — — — — — 39 (c) 39 Common stock 186 — — — — 12 (k) 267 32 (l) 37 (m) Members' equity — 113,470 — 448,842 (562,312 ) (a) — — Limited partner — — 485,408 — (485,408 ) (a) — — Noncontrolling interests — — 3,316 — (3,316 ) (a) — — Additional paid-in capital 2,838,143 — — — — 71,503 (k) 3,552,969 192,080 (l) 219,964 (m) 231,279 (c) Total stockholders' equity 1,603,573 113,470 488,724 448,842 (1,051,036 ) 714,946 2,318,519 Total liabilities and stockholders' equity $ 3,815,429 $ 160,906 $ 571,647 $ 776,961 $ (1,509,514 ) $ 1,097,157 $ 4,912,586

Unaudited Pro Forma Condensed Combined Financial Statements. The Unaudited Pro Forma Condensed Combined Balance Sheet as Relief reports on a calendar year and has a different year end than Sonnet. A twelve-month statement of June operations for the period ended September 30, 2023 gives effect to 2019 was derived as follows: Relief unaudited statement of operations for the Hxxxx Acquisition, Maple Acquisition and Tall City Acquisition as if they had been completed on June nine months ended September 30, 2023. The Forge Acquisition and Driftwood acquisition were completed prior to June 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet 2019 Plus Relief audited statement of Vital at June 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations operations for the six months ended June 30, 2023 and the year ended December 31, 2022 give effect to 2018 Less Relief unaudited statement of operations for the Hxxxx Acquisitionnine months ended September 30, Maple Acquisition2018 A three-month statement of operations for the period ended December 31, Tall City Acquisition2019 was derived as follows: Relief audited statement of operations for the year ended December 31, Driftwood Acquisition and Forge Acquisition (collectively2019 Less Relief unaudited statement of operations for the nine months ended September 30, the “Acquisitions”) as if they been completed on January 1, 2022. Assumptions and estimates underlying the 2019 The unaudited pro forma condensed combined financial statements are based on the assumptions and adjustments that are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only statements and does not purport to represent what pro forma adjustments have been prepared based on preliminary estimates of fair value of assets acquired and liabilities assumed. A final determination of these estimated fair values will be based on the actual consolidated results net tangible assets of operations or Relief that exist as of the consolidated financial position date of Vital would have been had completion of the Acquisitions transaction. Differences between these preliminary estimates and related financing occurred on the dates noted above, nor are they necessarily indicative final fair value of future consolidated results of operations or consolidated financial position. Future results may vary significantly from the results reflected because of various factors. For income tax purposes, the Acquisitions will be treated as an asset purchase such that the tax bases in the assets and liabilities will generally reflect acquired may occur and these differences could have a material impact on the allocated fair value at closing. In Vital’s opinion, all adjustments that are necessary to present fairly the accompanying unaudited pro forma condensed combined financial information have been madestatements and the combined organization’s future results of operations and financial position. The unaudited pro forma condensed combined financial information does statements do not reflect give effect to the benefits potential impact of potential cost current financial conditions, regulatory matters, operating efficiencies or other savings or the costs expenses that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Acquisitions and, accordingly, does not attempt to predict or suggest future results. The unaudited pro forma financial statements have been developed from and should be read in conjunction with: · The audited consolidated financial statements and accompanying notes of Vital contained in Vital’s Annual Report on Form 10-K for the year ended December 31, 2022; · The unaudited consolidated financial statements and accompanying condensed notes contained in Vital’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023; · The audited financial statements and related notes of Forge as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed associated with the SEC on July 13, 2023; · The unaudited condensed financial statements and related notes of Forge as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The audited consolidated financial statements and related notes of Driftwood Energy Partners, LLC and its wholly-owned subsidiaries, Driftwood Energy Operating, LLC, Driftwood Energy Management, LLC and Driftwood Energy Intermediate, LLC (collectively, the “Driftwood Entities”) as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited consolidated financial statements and related notes of the Driftwood Entities as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · acquisition. The unaudited pro forma condensed combined financial information statements have been prepared for illustrative purposes only and are not necessarily indicative of Vital as the financial position or results of March 31, 2023 operations in future periods or the results that actually would have been realized had the recapitalization have occurred and for Sonnet been a combined organization during the three-month period ended March 31, 2023 and the year ended December 31, 2022, which are incorporated by reference from Exhibit 99.3 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · specified period. The unaudited pro forma condensed combined financial information of Vital as of March 31statements, 2023 and for including the three-month period ended March 31notes thereto, 2023 and the year ended December 31, 2022, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed should be read in conjunction with the SEC on August 22separate Sonnet, 2023; · The audited Relief and Chanticleer historical financial statements and related notes of Maple Energy Holdings, LLC (“Maple”) as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; · The unaudited financial statements and related notes of Maple as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Hxxxx Energy LP (“Hxxxx”) as of December 31, 2022, 2021 and 2020 and for the years then ended, which are included elsewhere in this filing; · The unaudited condensed consolidated financial statements and related notes of Hxxxx as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Tall City Exploration III LLC (“Tall City”) and Subsidiaries as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; and · The unaudited consolidated financial statements and related notes of Tall City as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing. Vital Energy, Inc. Pro forma condensed combined balance sheets As of June 30, 2023 (in thousands) (Unaudited) Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Assets Current assets: Cash and cash equivalents $ 71,696 $ 6,161 $ 49,649 $ 14,890 $ (70,700 ) (a) $ 274,603 (j) $ 55,996 (274,603 ) (j) (5,350 ) (g) (3,450 ) (h) (6,900 ) (i) Accounts receivable, net 143,672 — 31,056 37,586 (68,642 ) (a) — 143,672 Receivables from oil and gas sales — 13,682 — — (13,682 ) (a) — — Joint interest bxxxxxxx — 485 — — (485 ) (a) — — Severance tax refunds — 233 — — (233 ) (a) — — Receivables from derivative contracts — 2,895 — — (2,895 ) (a) — — Debt issuance, costs, net — 98 — — (98 ) (a) — — Derivatives 11,942 — — 2,769 (2,769 ) (a) — 11,942 Affiliate receivable — — 477 — (477 ) (a) — — Prepaid expenses and other — 416 — 519 (935 ) (a) — — Other current assets 15,619 — 624 — (624 ) (a) — 15,619 Total current assets 242,929 23,970 81,806 55,764 (161,540 ) (15,700 ) 227,229 Property and equipment: Oil and natural gas properties, full cost method: Evaluated properties 10,349,348 — — — — 346,118 (d) 11,419,913 192,112 (e) 438,356 (f) 5,350 (g) 3,450 (h) 6,900 (i) 2,679 (p) 1,929 (q) 1,529 (r) 3,641 (o) 12,818 (o) 24,360 (o) 31,323 (o) Proved oil and gas properties, net — 157,028 — 709,263 (866,291 ) (b) — — Unproved oil and gas properties, not being amortized — — — 6,073 (6,073 ) (b) — — Oil and natural gas properties, based on full cost method of accounting, net — — 440,523 — (440,523 ) (b) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Less: accumulated depletion — (34,405 ) — — 34,405 (b) — — Oil and natural gas properties, net 3,047,217 122,623 440,523 715,336 (1,278,482 ) 1,070,565 4,117,782 Other property and equipment, net — — 34,108 284 (34,392 ) (a) — — Other property and equipment — 245 — — (245 ) (a) — — Less: accumulated depreciation — (66 ) — — 66 (a) — — Midstream and other fixed assets, net 128,792 — — — — 12,963 (s) 141,755 Property and equipment, net 3,176,009 122,802 474,631 715,620 (1,313,053 ) 1,083,528 4,259,537 Right of use assets, net — — 12,356 3,833 (16,189 ) (t) — — Equity method investment — — 1,814 — (1,814 ) (a) — — Derivatives 24,314 — — 1,718 (1,718 ) (a) — 24,314 Receivables from derivative contracts — 876 — — (876 ) (a) — — Operating lease right-of-use assets 127,958 13,097 — — (13,097 ) (t) 29,329 (t) 157,287 Deposits — 50 — — (50 ) (a) — — Deferred income taxes 222,217 — — — — — 222,217 Other noncurrent assets, net 22,002 — — 26 (26 ) (a) — 22,002 Total assets $ 3,815,429 $ 160,906 $ 571,647 $ 776,961 $ (1,509,514 ) $ 1,097,157 $ 4,912,586 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued liabilities $ 84,803 $ — $ — $ 33,718 $ (33,718 ) (a) $ 3,641 (o) $ 88,444 Accounts payable — 616 16,171 — (16,787 ) (a) 24,360 (o) 24,360 Accrued liabilities — — 8,601 — (8,601 ) (a) — — Accrued liabilities and other — 9,446 — — (9,446 ) (a) — — Accrued capital expenditures 66,488 — — — — — 66,488 Ad valorem taxes payable — 919 — — (919 ) (a) — — Affiliate note payable — — 139 — (139 ) (a) — — Undistributed revenue and royalties 166,663 — — 49,376 (49,376 ) (n) 31,323 (o) 197,986 Derivatives 2,338 — — — — — 2,338 Liabilities from derivative contracts — 2,644 — — (2,644 ) (a) — — Drilling advances — — 12,818 — (12,818 ) (n) 12,818 (o) 12,818 Current portion of debt — — 1,292 — (1,292 ) (a) — — Asset retirement obligations, current — — — 200 (200 ) (a) — — Lease obligations, current — — — 2,053 (2,053 ) (t) — — Operating lease liabilities 48,961 2,152 6,822 — (8,974 ) (t) 11,027 (t) 59,988 Other current liabilities 64,492 — — — — — 64,492 Total current liabilities 433,745 15,777 45,843 85,347 (146,967 ) 83,169 516,914 Long-term debt, net 1,619,599 — 30,080 — (30,080 ) (a) 274,603 (j) 1,894,202 Note payable, net of unamortized debt costs — — — 238,642 (238,642 ) (a) — — Revolving credit facility — 15,278 — — (15,278 ) (a) — — Derivatives 3,025 — — — — — 3,025 Liabilities from derivative contracts — 1,859 — — (1,859 ) (a) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Asset retirement obligations 74,428 3,551 1,466 2,333 (7,350 ) (a) 2,679 (p) 80,565 1,929 (q) 1,529 (r) Lease obligations, non-current — — — 1,797 (1,797 ) (t) — — Operating lease liabilities 75,844 10,971 5,534 — (16,505 ) (t) 18,302 (t) 94,146 Other noncurrent liabilities 5,215 — — — — — 5,215 Total liabilities 2,211,856 47,436 82,923 328,119 (458,478 ) 382,211 2,594,067 Commitments and contingencies Stockholders' equity: Preferred stock — — — — — 39 (c) 39 Common stock 186 — — — — 12 (k) 267 32 (l) 37 (m) Members' equity — 113,470 — 448,842 (562,312 ) (a) — — Limited partner — — 485,408 — (485,408 ) (a) — — Noncontrolling interests — — 3,316 — (3,316 ) (a) — — Additional paid-in capital 2,838,143 — — — — 71,503 (k) 3,552,969 192,080 (l) 219,964 (m) 231,279 (c) Total stockholders' equity 1,603,573 113,470 488,724 448,842 (1,051,036 ) 714,946 2,318,519 Total liabilities and stockholders' equity $ 3,815,429 $ 160,906 $ 571,647 $ 776,961 $ (1,509,514 ) $ 1,097,157 $ 4,912,586statements.

Unaudited Pro Forma Condensed Combined Financial Statements. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June September 30, 2023 gives effect to the Hxxxx Acquisition, Maple Acquisition, Tall City Acquisition and Tall City Grey Rock Acquisition as if they had been completed on June September 30, 2023. The Forge Acquisition and Driftwood acquisition were completed prior to June September 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of Vital at June September 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six nine months ended June September 30, 2023 and the year ended December 31, 2022 give effect to the Hxxxx Acquisition, Maple Acquisition, Tall City Acquisition, Grey Rock Acquisition, Driftwood Acquisition and Forge Acquisition (collectively, the “Acquisitions”) as if they been completed on January 1, 2022. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Vital would have been had the Acquisitions and related financing occurred on the dates noted above, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Future results may vary significantly from the results reflected because of various factors. For income tax purposes, the Acquisitions will be treated as an asset purchase such that the tax bases in the assets and liabilities will generally reflect the allocated fair value at closing. In Vital’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made. The unaudited pro forma condensed combined financial information does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Acquisitions and, accordingly, does not attempt to predict or suggest future results. The unaudited pro forma financial statements have been developed from and should be read in conjunction with: · The audited consolidated financial statements and accompanying notes of Vital contained in Vital’s Annual Report on Form 10-K for the year ended December 31, 2022; · The unaudited consolidated financial statements and accompanying condensed notes contained in Vital’s Quarterly Report Reports on Form 10-Q for the quarterly period ended June September 30, 2023; · The audited financial statements and related notes of Forge as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s 's Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The unaudited condensed financial statements and related notes of Forge as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s 's Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The audited consolidated financial statements and related notes of Driftwood Energy Partners, LLC and its wholly-owned subsidiaries, Driftwood Energy Operating, LLC, Driftwood Energy Management, LLC and Driftwood Energy Intermediate, LLC (collectively, the “"Driftwood Entities”") as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited consolidated financial statements and related notes of the Driftwood Entities as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited pro forma condensed combined financial information of Vital as of March 31, 2023 and for the three-month period ended March 31, 2023 and the year ended December 31, 2022, which are is incorporated by reference from Exhibit 99.3 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited pro forma condensed combined financial information of Vital as of March 31, 2023 and for the three-month period ended March 31, 2023 and the year ended December 31, 2022, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on August 22, 2023; · The audited financial statements and related notes of Maple Energy Holdings, LLC (“Maple”) as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filingincorporated by reference from Exhibit 99.4 to Vital’s Current Report on Form 8-K/A filed with the SEC on September 13, 2023; · The unaudited financial statements and related notes of Maple as of June September 30, 2023 and for the sixnine-month periods ended June September 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Hxxxx Energy LP (“Hxxxx”) as of December 31, 2022, 2021 and 2020 and for the years then ended, which are included elsewhere in this filingincorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on September 13, 2023; · The unaudited condensed consolidated financial statements and related notes of Hxxxx as of June September 30, 2023 and for the sixnine-month periods ended June September 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Tall City Exploration III LLC (“Tall City”) and Subsidiaries as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filingincorporated by reference from Exhibit 99.6 to Vital’s Current Report on Form 8-K/A filed with the SEC on September 13, 2023; and · The unaudited consolidated financial statements and related notes of Tall City as of June September 30, 2023 and for the sixnine-month periods ended June September 30, 2023 and 2022, which are included elsewhere in this filing; and · The unaudited statements of revenue and direct operating expenses and related notes of certain properties of Granite Ridge Resources, Inc. operated by Hxxxx Energy LP as of September 30, 2023 and for the nine-month periods ended September 30, 2023 and 2022, and the audited statements of revenues and direct operating expenses and related notes of certain properties of Granite Ridge Resources, Inc. operated by Hxxxx Energy LP as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; and · The unaudited statements of revenues and direct operating expenses and the related notes of GREP IV-A Permian LLC operated by Hxxxx Energy LP for the nine-month period ended September 30, 2023, which are included elsewhere in this filing; and · The unaudited statements of revenues and direct operating expenses and the related notes of GREP IV-B Permian LLC operated by Hxxxx Energy LP for the nine-month period ended September 30, 2023, which are included elsewhere in this filing. Vital Energy, Inc. Pro forma condensed combined balance sheets As of June September 30, 2023 (in thousands) (Unaudited) Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Assets Current assets: Cash and cash equivalents $ 71,696 589,695 $ 6,161 9,272 $ 49,649 57,904 $ 14,890 22,084 $ (70,700 ) 89,260 )(a) $ 274,603 (279,458 )(j) $ 55,996 (274,603 ) (j) 293,037 (5,350 ) )(g) (3,450 ) )(h) (6,900 )(u) (i1,500 )(y) Accounts receivable, net 143,672 199,838 — 31,056 37,586 30,379 33,600 (68,642 ) 63,979 )(a) — 143,672 199,838 Receivables from oil and gas sales — 13,682 14,394 — — (13,682 ) 14,394 )(a) — — Joint interest bxxxxxxx — 485 387 — — (485 ) 387 )(a) — — Severance tax refunds — 233 235 — — (233 ) 235 )(a) — — Receivables Assets from derivative contracts — 2,895 2,832 — — (2,895 ) 2,832 )(a) — — Debt issuance, issuance costs, net — 98 128 — — (98 ) 128 )(a) — — Derivatives 11,942 — — 2,769 (2,769 ) (a) — 11,942 Affiliate receivable — — 477 597 — (477 ) 597 )(a) — — Prepaid expenses and other current assets — 416 — 519 500 338 466 (935 ) 1,304 )(a) — — Other current assets 15,619 — 624 — (624 ) (a) — 15,619 Total current assets 242,929 23,970 81,806 55,764 814,208 27,748 89,218 56,150 (161,540 173,116 ) (15,700 296,658 ) 227,229 517,550 Property and equipment: Oil and natural gas properties, full cost method: Evaluated properties 10,349,348 10,512,608 — — — — 346,118 350,258 (d) 11,419,913 192,112 11,569,300 168,660 (e) 438,356 391,444 (f) 5,350 (g) 3,450 (h) 6,900 (i) 2,679 (p) 1,929 (q) 1,529 (r) 3,641 3,285 (o) 12,818 6,696 (o) 24,360 (o) 31,323 32,688 (o) 62,864 (v) 1,500 Proved oil and gas properties, net — 157,028 — 709,263 — 718,737 (866,291 ) 718,737 )(b) — — Proved properties, subject to amortization — 156,531 — — (156,531 )(b) — — Unevaluated properties not being depleted 199,490 — — — — 28,345 (t) 227,835 Unproved oil and gas properties, not being amortized — — — 6,073 8,331 (6,073 ) 8,331 )(b) — — Oil and natural gas propertiesproperty and equipment, based on full cost method of accounting, net — — 440,523 468,274 — (440,523 ) 468,274 )(b) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Less: accumulated depletion — (34,405 41,546 ) — — 34,405 41,546 (b) — — Oil and natural gas properties, net 3,047,217 122,623 440,523 715,336 3,095,268 114,985 468,274 727,068 (1,278,482 1,310,327 ) 1,070,565 4,117,782 1,085,037 4,180,305 Other property and equipment, net — — 34,108 284 34,244 281 (34,392 ) 34,525 )(a) — — Other property and equipment — 245 246 — — (245 ) (a) — — Less: accumulated depreciation — (66 ) — — 66 246 )(a) — — Midstream and other fixed assets, net 128,792 129,115 — — — — 12,963 13,136 (s) 141,755 142,251 Property and equipment, net 3,176,009 122,802 474,631 715,620 3,224,383 115,153 502,518 727,349 (1,313,053 1,345,020 ) 1,083,528 4,259,537 1,098,173 4,322,556 Right of use assets, net — — 12,356 3,833 10,928 3,324 (16,189 ) 14,252 )(ti) — — Equity method investment — — 1,814 1,801 — (1,814 ) 1,801 )(a) — — Derivatives 24,314 27,163 — — 1,718 (1,718 ) (a) — 24,314 Receivables — — 27,163 Assets from derivative contracts — 876 427 — — (876 ) 427 )(a) — — Operating lease right-of-use assets 127,958 13,097 116,634 12,705 — — (13,097 12,705 )(i) 27,000 (ti) 29,329 (t) 157,287 143,634 Deposits — 50 — — (50 ) )(a) — — Deferred income taxes 222,217 220,382 — — — — — 222,217 220,382 Other assets — — 1,001 — (1,001 )(a) — — Other noncurrent assets, net 22,002 23,482 — — 26 (26 ) )(a) — 22,002 23,482 Total assets $ 3,815,429 4,426,252 $ 160,906 156,194 $ 571,647 605,466 $ 776,961 786,849 $ (1,509,514 1,548,509 ) $ 1,097,157 828,515 $ 4,912,586 5,254,767 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued liabilities $ 84,803 106,376 $ — $ — $ 33,718 44,335 $ (33,718 ) 44,335 )(a) $ 3,641 (o) — $ 88,444 106,376 Accounts payable — 616 16,171 716 28,762 — (16,787 ) 29,478 )(a) 24,360 (o) 24,360 — — Accrued liabilities — — 8,601 19,282 — (8,601 ) 19,282 )(a) — — Accrued liabilities and other — 9,446 10,470 — — (9,446 ) 10,470 )(a) — — Accrued capital expenditures 66,488 — — — — — 66,488 Ad valorem taxes payable — 919 — — (919 ) (a) — — Affiliate note payable — — 139 — (139 ) )(a) — — Undistributed revenue and royalties 166,663 165,027 — — 49,376 — — 60,333 (49,376 o) 225,360 Revenue payable — — — 43,091 (43,091 )(n) 31,323 (o) 197,986 — — Derivatives 2,338 106,767 — — — — — 2,338 106,767 Derivative liabilities, short term — — — 9,576 (9,576 )(a) — — Liabilities from derivative contracts — 2,644 4,408 — — (2,644 ) 4,408 )(a) — — Drilling advances — — 12,818 6,695 — (12,818 ) 6,695 )(n) 12,818 6,696 (o) 12,818 6,696 Current portion of debt — — 1,292 1,301 — (1,292 ) 1,301 )(a) — — Asset retirement obligations, current — — — 200 (200 ) )(a) — — Lease obligations, current — — — 2,053 2,065 (2,053 ) 2,065 )(ti) — — Operating lease liabilities 48,961 2,152 6,822 47,399 1,468 6,332 — (8,974 7,800 )(i) 9,865 (ti) 11,027 57,264 Note payable, net — — — 238,685 (t238,685 )(a) 59,988 — — Other current liabilities 64,492 71,984 — — — — — 64,492 71,984 Total current liabilities 433,745 15,777 45,843 85,347 571,702 17,981 62,372 337,952 (146,967 418,305 ) 83,169 516,914 76,894 648,596 Long-term debt, net 1,619,599 1,926,966 — 30,080 20,751 — (30,080 ) (a) 274,603 (j) 1,894,202 Note payable, net of unamortized debt costs — — — 238,642 (238,642 ) 20,751 )(a) — — 1,926,966 Revolving credit facility — 15,278 5,278 — — (15,278 ) (a) — — Derivatives 3,025 — — — — — 3,025 Liabilities from derivative contracts — 1,859 — — (1,859 ) 5,278 )(a) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Derivative liabilities, long term — — — 895 (895 )(a) — — Liabilities from derivative contracts — 809 — — (809 )(a) — — Asset retirement obligations 74,428 3,551 1,466 2,333 75,416 3,586 1,484 2,391 (7,350 ) 7,461 )(a) 2,679 (p) 80,565 81,553 1,929 (q) 1,529 (r) Lease obligations, non-current — — — 1,797 1,276 (1,797 ) 1,276 )(ti) — — Operating lease liabilities 75,844 10,971 5,534 66,366 11,263 4,596 — (16,505 15,859 )(i) 17,135 (ti) 18,302 (t) 94,146 83,501 Other noncurrent liabilities 5,215 6,853 — — — — — 5,215 6,853 Total liabilities 2,211,856 47,436 82,923 328,119 2,653,188 38,917 89,203 342,514 (458,478 470,634 ) 382,211 2,594,067 100,166 2,753,354 Commitments and contingencies Stockholders' equity: Preferred 8 (x) Common stock 218 — — — — — 39 (c) 39 Common stock 186 — — — — 12 14 (k) 267 32 293 34 (l) 37 21 (m) 6 (w) Members' equity — 113,470 117,277 — 448,842 444,335 (562,312 ) 561,612 )(a) — — Limited partner — — 485,408 512,742 — (485,408 ) 512,742 )(a) — — Noncontrolling interests — — 3,316 3,521 — (3,316 ) 3,521 )(a) — — Additional paid-in capital 2,838,143 3,002,709 — — — — 71,503 70,786 (k) 3,552,969 192,080 3,737,814 168,626 (l) 219,964 112,093 (m) 231,279 320,749 (c) 36,164 (x) 26,687 (w) Accumulated deficit (1,229,863 ) — — — — (6,900 )(u) (1,236,763 ) Total stockholders' equity 1,603,573 113,470 488,724 448,842 1,773,064 117,277 516,263 444,335 (1,051,036 1,077,875 ) 714,946 2,318,519 728,349 2,501,413 Total liabilities and stockholders' equity $ 3,815,429 4,426,252 $ 160,906 156,194 $ 571,647 605,466 $ 776,961 786,849 $ (1,509,514 1,548,509 ) $ 1,097,157 828,515 $ 4,912,5865,254,767

Unaudited Pro Forma Condensed Combined Financial Statements. The Unaudited Pro Forma Condensed Combined Balance Sheet as unaudited pro forma condensed combined financial statements have been prepared for informational purposes only and are not necessarily indicative of June 30, 2023 gives effect to what Xxxxx’s condensed financial position or results of operations actually would have been had the Hxxxx Acquisition, Maple Acquisition and Tall City Acquisition as if they had been completed consummated on June 30, 2023. The Forge Acquisition and Driftwood acquisition were completed or prior to June 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of Vital at June 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2023 and the year ended December March 31, 2022 give effect to the Hxxxx Acquisition2024. In addition, Maple Acquisition, Tall City Acquisition, Driftwood Acquisition and Forge Acquisition (collectively, the “Acquisitions”) as if they been completed on January 1, 2022. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statementsstatements do not purport to project the future financial position or operating results of Eliem. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only based on the assumptions and does not purport adjustments made by Eliem management that are described in the accompanying notes. Accordingly, the pro forma adjustments are preliminary, subject to represent what the actual consolidated results of operations or the consolidated financial position of Vital would further revision as additional information becomes available and additional analyses are performed and have been had made solely for the Acquisitions and related financing occurred on the dates noted above, nor are they necessarily indicative purpose of future consolidated results of operations or consolidated financial position. Future results may vary significantly from the results reflected because of various factors. For income tax purposes, the Acquisitions will be treated as an asset purchase such that the tax bases in the assets and liabilities will generally reflect the allocated fair value at closing. In Vital’s opinion, all adjustments that are necessary to present fairly the providing unaudited pro forma condensed combined financial information have been madeinformation. The unaudited pro forma condensed combined financial information does not reflect give effect to the benefits potential impact of potential cost current financial conditions, regulatory matters, operating efficiencies or other savings or the costs expenses that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from associated with the Acquisitions and, accordinglyintegration of Xxxxx into Eliem, does not attempt purport to predict or suggest represent the actual results of operations that Xxxxx and Xxxxx would have achieved had the Acquisition closed during the periods presented and is not intended to project the future resultsresults of operations that the combined company (“Post-Closing Eliem”) may achieve after the Acquisition. The During preparation of the unaudited pro forma condensed combined financial statements have information, Eliem management performed a preliminary analysis of Xxxxx’x accounting policies and is not aware of any material differences between Xxxxx’x accounting policies and Xxxxx’s accounting policies, and accordingly, this unaudited pro forma condensed combined financial information assumes no material differences in accounting policies. Following the closing of the Acquisition, management of Post-Closing Eliem will conduct a final review of Xxxxx’x accounting policies in order to determine if differences in accounting policies require adjustment or reclassification of Xxxxx’x results of operations or adjustment or reclassification of Xxxxx’x assets or liabilities to conform to Xxxxx’s accounting policies and classifications. As a result of this review, Post-Closing Eliem management may identify differences that, when conformed, could differ, perhaps materially, from these unaudited pro forma condensed combined financial statements. The following unaudited pro forma condensed combined financial information has been developed from prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended (“Securities Act”), and should be read in conjunction with: · The audited combines the historical consolidated financial position and consolidated results of operations of Eliem and the financial position and results of operations of Xxxxx, adjusted to give effect to the following transactions: • Acquisition of Xxxxx by Xxxxx as further described herein; • Issuance of Eliem common stock pursuant to the Private Placement; • Loan from Eliem to Xxxxx provided under the Note; • Post-closing compensation and consulting arrangements entered into with key service providers of Xxxxx that provide for the payment of transaction bonuses and granting of RSUs upon closing of the Acquisition; and • The pro forma effects of certain assumptions and adjustments described in “Notes to the Unaudited Pro Forma Condensed Combined Financial Information” below. The following unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and accompanying notes of Vital contained in Vital’s Annual Report on Form 10-K for the year ended December 31, 2022; · The unaudited consolidated financial 2023, combines the historical statements of operations of Xxxxx and accompanying condensed notes contained in Vital’s Quarterly Report Xxxxx, giving effect to the Acquisition, the Private Placement, and related transactions as if they had occurred on Form 10-Q for the quarterly period ended June 30January 1, 2023; · The audited financial statements and related notes of Forge as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The unaudited condensed financial statements and related notes of Forge as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The audited consolidated financial statements and related notes of Driftwood Energy Partners, LLC and its wholly-owned subsidiaries, Driftwood Energy Operating, LLC, Driftwood Energy Management, LLC and Driftwood Energy Intermediate, LLC (collectively, the “Driftwood Entities”) as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited consolidated financial statements and related notes of the Driftwood Entities as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · . The unaudited pro forma condensed combined financial information of Vital as of balance sheet data assumes that the Acquisition, the Private Placement, and related transactions took place on March 31, 2023 2024 and for combines the three-month period ended March 31, 2023 historical balance sheets of Eliem and the year ended December 31, 2022, which are incorporated by reference from Exhibit 99.3 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · Xxxxx as of such date. The following unaudited pro forma condensed combined financial information information, including the notes thereto, should be read in conjunction with the separate historical financial statements of Vital as Xxxxx and Xxxxx and their respective management’s discussion and analysis of financial condition and results of operations incorporated by reference or included elsewhere in this proxy statement. Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2023 and for the three-month period ended March 31, 2023 and the year ended December 31, 2022, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on August 22, 2023; · The audited financial statements and related notes of Maple Energy Holdings, LLC (“Maple”) as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; · The unaudited financial statements and related notes of Maple as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Hxxxx Energy LP (“Hxxxx”) as of December 31, 2022, 2021 and 2020 and for the years then ended, which are included elsewhere in this filing; · The unaudited condensed consolidated financial statements and related notes of Hxxxx as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Tall City Exploration III LLC (“Tall City”) and Subsidiaries as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; and · The unaudited consolidated financial statements and related notes of Tall City as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing. Vital Energy, Inc. Pro forma condensed combined balance sheets As of June 30, 2023 2024 (in thousands) (Unaudited) Eliem Therapeutics, Inc. Historical Xxxxx Medicines, Inc. Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Accounting Adjustments Pro forma combined Forma Combined Assets Current assets: Cash and cash equivalents $ 71,696 105,031 $ 6,161 $ 49,649 $ 14,890 1,726 $ (70,700 4,930 ) A $ 215,982 $ (a5,000 ) $ 274,603 A 119,705 C (j550 ) $ 55,996 (274,603 ) (j) (5,350 ) (g) (3,450 ) (h) (6,900 ) (i) Accounts receivable, net 143,672 — 31,056 37,586 (68,642 ) (a) — 143,672 Receivables from oil and gas sales — 13,682 — — (13,682 ) (a) — — Joint interest bxxxxxxx — 485 — — (485 ) (a) — — Severance tax refunds — 233 — — (233 ) (a) — — Receivables from derivative contracts — 2,895 — — (2,895 ) (a) — — Debt issuance, costs, net — 98 — — (98 ) (a) — — Derivatives 11,942 — — 2,769 (2,769 ) (a) — 11,942 Affiliate receivable — — 477 — (477 ) (a) — — D Prepaid expenses and other — 416 — 519 (935 ) (a) — — Other current assets 15,619 — 624 — 4,192 216 (624 952 ) (a) — 15,619 A 3,456 Total current assets 242,929 23,970 81,806 55,764 (161,540 ) (15,700 ) 227,229 Property and equipment: Oil and natural gas properties, full cost method: Evaluated properties 10,349,348 — — — — 346,118 (d) 11,419,913 192,112 (e) 438,356 (f) 5,350 (g) 3,450 (h) 6,900 (i) 2,679 (p) 1,929 (q) 1,529 (r) 3,641 (o) 12,818 (o) 24,360 (o) 31,323 (o) Proved oil and gas properties, net — 157,028 — 709,263 (866,291 ) (b) — — Unproved oil and gas properties, not being amortized — — — 6,073 (6,073 ) (b) — — Oil and natural gas properties, based on full cost method of accounting, net — — 440,523 — (440,523 ) (b) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Less: accumulated depletion — (34,405 ) — — 34,405 (b) — — Oil and natural gas properties, net 3,047,217 122,623 440,523 715,336 (1,278,482 ) 1,070,565 4,117,782 Other property and equipment, net — — 34,108 284 (34,392 ) (a) — — Other property and equipment — 245 — — (245 ) (a) — — Less: accumulated depreciation — (66 ) — — 66 (a) — — Midstream and other fixed assets, net 128,792 — — — — 12,963 (s) 141,755 Property and equipment, net 3,176,009 122,802 474,631 715,620 (1,313,053 ) 1,083,528 4,259,537 Right of use assets, net — — 12,356 3,833 (16,189 ) (t) — — Equity method investment — — 1,814 — (1,814 ) (a) — — Derivatives 24,314 — — 1,718 (1,718 ) (a) — 24,314 Receivables from derivative contracts — 876 — — (876 ) (a) — — $ 109,223 $ 1,942 $ 108,273 $ 219,438 Operating lease right-of-use assets 127,958 13,097 111 — — (13,097 ) (t) 29,329 (t) 157,287 Deposits — 50 — — (50 ) (a) — — Deferred income taxes 222,217 — — — — — 222,217 Other noncurrent assets, net 22,002 — — 26 (26 ) (a) — 22,002 111 Total assets $ 3,815,429 109,334 $ 160,906 1,942 $ 571,647 108,273 $ 776,961 $ (1,509,514 ) $ 1,097,157 $ 4,912,586 219,549 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued liabilities $ 84,803 85 $ — 613 $ — $ 33,718 $ (33,718 ) (a) $ 3,641 (o) $ 88,444 Accounts payable — 616 16,171 — (16,787 ) (a) 24,360 (o) 24,360 698 Accrued liabilities — — 8,601 — (8,601 ) (a) — — Accrued liabilities expenses and other current liabilities 2,640 390 (952 ) A 2,078 Accrued expenses, related party — 9,446 391 — — (9,446 ) (a) — — Accrued capital expenditures 66,488 — — — — — 66,488 Ad valorem taxes payable — 919 — — (919 ) (a) — — Affiliate note payable — — 139 — (139 ) (a) — — Undistributed revenue and royalties 166,663 — — 49,376 (49,376 ) (n) 31,323 (o) 197,986 Derivatives 2,338 — — — — — 2,338 Liabilities from derivative contracts — 2,644 — — (2,644 ) (a) — — Drilling advances — — 12,818 — (12,818 ) (n) 12,818 (o) 12,818 Current portion of debt — — 1,292 — (1,292 ) (a) — — Asset retirement obligations, current — — — 200 (200 ) (a) — — Lease obligations, current — — — 2,053 (2,053 ) (t) — — 391 Operating lease liabilities 48,961 2,152 6,822 — (8,974 ) (t) 11,027 (t) 59,988 Other current liabilities 64,492 225 — — 225 Simple agreements for future equity liability — 10,066 (10,066 ) B — — 64,492 Total current liabilities 433,745 15,777 45,843 85,347 $ 2,950 $ 11,460 $ (146,967 11,018 ) 83,169 516,914 Long-term debt, net 1,619,599 — 30,080 — (30,080 ) (a) 274,603 (j) 1,894,202 Note payable, net of unamortized debt costs — — — 238,642 (238,642 ) (a) — — Revolving credit facility — 15,278 — — (15,278 ) (a) — — Derivatives 3,025 — — — — — 3,025 Liabilities from derivative contracts — 1,859 — — (1,859 ) (a) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Asset retirement obligations 74,428 3,551 1,466 2,333 (7,350 ) (a) 2,679 (p) 80,565 1,929 (q) 1,529 (r) Lease obligations, non-current — — — 1,797 (1,797 ) (t) — — Operating lease liabilities 75,844 10,971 5,534 — (16,505 ) (t) 18,302 (t) 94,146 Other noncurrent liabilities 5,215 — — — — — 5,215 $ 3,392 Total liabilities 2,211,856 47,436 82,923 328,119 $ 2,950 $ 11,460 $ (458,478 11,018 ) 382,211 2,594,067 Commitments and contingencies $ 3,392 Stockholders' equity: Preferred stock — — — — — 39 ’ equity (c) 39 deficit): Common stock 186 — — — — 12 3 2 (k2 ) 267 32 (l) 37 (m) Members' equity — 113,470 — 448,842 (562,312 ) (a) — — Limited partner — — 485,408 — (485,408 ) (a) — — Noncontrolling interests — — 3,316 — (3,316 ) (a) — — B 7 3 C Additional paid-in capital 2,838,143 264,057 — — — — 71,503 46,479 A, B 430,238 119,702 C Accumulated deficit (k157,676 ) 3,552,969 192,080 (l9,520 ) 219,964 (m55,862 ) 231,279 A (c214,088 ) 9,520 B (550 ) D Total stockholders' ’ equity 1,603,573 113,470 488,724 448,842 (1,051,036 deficit) 714,946 2,318,519 $ 106,384 $ (9,518 ) $ 119,291 $ 216,157 Total liabilities and stockholders' ’ equity $ 3,815,429 $ 160,906 $ 571,647 $ 776,961 $ (1,509,514 deficit) $ 1,097,157 109,334 $ 4,912,5861,942 $ 108,273 $ 219,549 See accompanying notes to the unaudited pro forma condensed combined financial statements.