FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2022 is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership formerly known as Falcon Minerals Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), each of the Lenders (as defined below) from time to time party hereto, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent (as defined below) and Issuing Bank (as defined below), and, solely for the purposes of Section 12.23, KMF Land, LLC, a Delaware limited liability company (“KMF Land”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT is entered into effective as of May 16, 2019, among BRIGHAM RESOURCES, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., a national banking association, as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”) and as Letter of Credit Issuer, and the financial institutions from time to time party hereto as Banks.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, 2022 by and between Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of December 29, 2022, is entered into by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Holders” and, together with the Company, the “Parties”), and shall become effective upon the Closing (as defined below).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • New York
This First Amendment to Note Purchase Agreement (this “Amendment”), dated as of December 29, 2022 (the “First Amendment Effective Date”), to that certain Note Purchase Agreement, dated as of September 21, 2022 (the “Existing Note Purchase Agreement”; as amended by this Amendment, and as the same may be further amended, modified or supplemented, the “Note Purchase Agreement”), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (formerly known as Falcon Minerals Operating Partnership, LP, a Delaware limited partnership) (the “Issuer”), each of the Subsidiaries of Issuer party hereto as Guarantors, the various Holders party hereto (the “Holders”), and U.S. Bank Trust Company, National Association, as agent for the Holders (in such capacity, the “Agent”).
SITIO ROYALTIES OPERATING PARTNERSHIP, LP FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated December 28, 2022Brigham Merger Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas
This AMENDMENT (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the “Partnership”), dated as of June 7, 2022 (as amended, supplemented or otherwise modified, the “Agreement”), is made and entered into as of December 28, 2022 by the General Partner of the Partnership.
ASSIGNMENT, ASSUMPTION AND AMENDMENT OF DIRECTOR DESIGNATION AGREEMENT Dated December 29, 2022Director Designation Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 29, 2022, is made by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “New Sitio”), STR Sub Inc. (f/k/a Sitio Royalties Corp.; f/k/a Falcon Minerals Corporation; f/k/a Osprey Energy Acquisition Corp.), a Delaware corporation (the “Former Sitio”), and each of the undersigned set forth on the signature page hereto under the heading “Principal Stockholders” (the “Principal Stockholders”) and amends the Director Designation Agreement (the “Director Designation Agreement”), dated January 11, 2022, by and between Former Sitio and the Principal Stockholders. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Director Designation Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among Sitio Royalties Corp., STR Sub Inc. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 29, 2022Assignment, Assumption and Amendment Agreement • December 29th, 2022 • Sitio Royalties Corp. • Crude petroleum & natural gas • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 29, 2022, is made by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “New Sitio”), STR Sub Inc. (f/k/a Sitio Royalties Corp.; f/k/a Falcon Minerals Corporation; f/k/a Osprey Energy Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated July 20, 2017, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
