Execution Version

PURCHASE AND SALE AGREEMENT

BY AND BETWEEN

[SELLER NAME REDACTED]

AS SELLER

AND

FREEHOLD ROYALTIES (USA) INC.

AS BUYER

LIST OF EXHIBITS AND SCHEDULES

Exhibit A-1 – Tracts
Exhibit A-2 – Wells
Exhibit B – Form of Conveyance
Exhibit C – Form of Nonforeign Affidavit
Exhibit D – Form of Option Agreement
Exhibit E – Seller’s Knowledge Persons
Schedule 3.2.2 – Consents to Assign
Schedule 3.2.3 – Suspense Funds
Schedule 3.2.5 – Liens
Schedule 3.2.6 – Material Contracts
Schedule 3.2.10 – No Transfer
Schedule 3.2.11 – Term Royalties
Schedule 3.2.13 – Non-Consent

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is entered into on 9th day of December, 2024 (the “Execution Date”), by and between [Seller Name redacted], a [Seller manner of formation redacted], whose address is [Seller address redacted] (“Seller”), and Freehold Royalties (USA) Inc., a Delaware corporation, whose address is 1000, 517 – 10 Avenue S.W., Calgary, AB T2R0A8 (“Buyer”). Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties”.

Seller owns certain interests in minerals, oil, gas and related hydrocarbon substances, non-participating royalty interests, overriding royalty interests and other interests in the minerals, oil, gas and related hydrocarbon substances underlying the tracts or parcels of land more fully described on Exhibit A-1 (collectively, the “Tracts”).

Subject to the Option described in Section 2.1, Buyer desires to acquire an undivided fifty percent (50%) of Seller’s right, title and interest in and to Seller’s interest in these properties, rights and interests, including the Property as more particularly described below.

Seller and Buyer agree to the sale of these properties, rights and interests to Buyer, including the Property, on the terms and conditions set forth in this Agreement. For purposes of this Agreement, the “Effective Time” shall be December 1, 2024, at 12:01 a.m. Central Prevailing Time.

ARTICLE 1

PROPERTY DESCRIPTION

1.1 The Property. Subject to the terms and conditions of this Agreement, including the Option described in Section 2.1, Seller shall sell, convey and assign to Buyer, and Buyer shall purchase, pay for, and accept, an undivided fifty percent (50%) of Seller’s right and title to, and interest in, and all privileges and obligations appurtenant to, the following described property rights, interests, privileges and obligations (such undivided fifty percent (50%) interest in and to the property rights, interests, privileges and obligations, save and except the Excluded Assets described in Section 1.2, collectively, the “Property”):

1.1.1 all fee interests, royalty interests and non-participating royalty interests in oil, gas and related hydrocarbon substances, and all other minerals, and any other rights, interests or obligations in and to the oil, gas and related hydrocarbon substances and all other minerals, in, on, under or that may be produced from the Tracts (collectively, to the extent not included in the ORRI, the “Subject Minerals”);

1.1.2 all overriding royalty interests in the Tracts and in the oil, gas and/or mineral or other leases covering the Tracts (the “ORRI”) (the Subject Minerals and the ORRI may be referred to collectively as the “Interests” or each individually as an “Interest”);

1.1.3 all lands pooled, communitized, unitized, or acreage subject to a production sharing agreement, which includes all or any portion of the Interests (collectively, the “Units”);

1.1.4 any and all interests in Hydrocarbons produced through the wellbores of oil and/or gas wells, including the wells described on Exhibit A-2, whether producing, shut-in, or abandoned, located upon any Tract or Unit (collectively, the “Wells”);

1.1.5 any and all easements, rights-of-way, rights of surface use and access, rights of ingress and egress over and across, and all rights to use and occupy, in each case, the surface and subsurface of the Tracts;

1.1.6 to the extent assignable or transferable (provided, however, that Seller shall use commercially reasonable efforts to obtain consent to assignment thereof prior to Closing, including by paying any applicable fees if Buyer agrees to reimburse Seller for any such fees prior to Seller paying such fees), all contractual rights, obligations and interests in all agreements, leases (including oil, gas and/or mineral leases), and contracts (including any and all operating agreements, pooling, unitization, and communication agreements, declarations, designations, and orders, joint-venture agreements, farm-in and farmout agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, and agreements for the sale and purchase of or processing of oil, gas, casinghead gas, or other hydrocarbons), to the extent related to the foregoing (collectively, the "Related Contracts");

1.1.7 subject to Section 4.4.1, copies of all documents, data, instruments, notes, records, title files (including all lease files, production records, division order files, abstracts, title opinions, maps, plats, and contract files), to the extent such are in Seller's possession or control or are otherwise reasonably accessible (and, without limiting the foregoing, if Buyer specifically requests, Seller shall use commercially reasonable efforts to obtain any specific record or other material but is under no obligation to pay for such records or other materials) and are related to the Property (collectively, the "Property Records");

1.1.8 claims of Seller for refund of Property Taxes attributable to any period from and after the Effective Time (as determined in accordance with Sections 7.2.2 and 7.2.5) and which were paid or otherwise economically borne by Buyer;

1.1.9 all deposits, cash, trade credits, take-or-pay amounts, checks in process of collection, cash equivalents, accounts and notes receivable and other funds, in each instance, to the extent attributable to any periods from and after the Effective Time, and security or other deposits made with third Persons from and after the Effective Time, in each instance, to the extent attributable to the other items constituting the Property;

1.1.10 all claims, rights (including audit rights), demands, complaints, awards, indemnity rights, and causes of action in favor of Seller or any Affiliate of Seller to the extent attributable to the Property for time periods from and after the Effective Time (including any and all royalties, contract rights, insurance claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, improper deductions, proceeds from settlements and contract disputes, refunds or other claims of any nature in favor of Seller and relating or attributable to any time period from and after the Effective Time); and

1.1.11 all oil, gas, casinghead gas, condensate, distillate and other liquid and gaseous hydrocarbons of every kind or description (the "Hydrocarbons") attributable to the Interests or Wells produced from and after the Effective Time, and all Hydrocarbons for which Seller receives an Upward Adjustment pursuant to Section 2.2.1(a), and all proceeds, benefits, income, payments, royalties or revenues with respect to such Hydrocarbons (including any funds held in suspense by the operator or payor of the Interests attributable to such post-Effective Time proceeds).

To the extent that any of the foregoing are used or relate to both the Property and certain of the Excluded Assets (as such, by way of example but not limitation, ingress and egress rights, road and pipeline easements, and contracts), such assets or rights will be jointly owned by Seller, as part of the Excluded Assets, and by Buyer, as part of the Property.

1.2 Exclusions from the Property. Notwithstanding any other provision of this Agreement to the contrary, the Property to be conveyed and assigned under this Agreement does not include the following, all of which are reserved by Seller (collectively, the "Excluded Assets"):

1.2.1 (a) Seller's corporate, partnership, financial and tax records and legal files (excepting title opinions, abstracts and other muniments of title), with the following exceptions: (i) for all such records and files excluding tax records, to the extent specifically related to the Property; and (ii) with respect to Property Tax records, Seller will provide Buyer, upon reasonable written request, copies of any such Property Tax records (excluding all income, gross receipts, and franchise tax returns) to the extent that such are reasonably necessary for Buyer's ownership or administration of, or filing of tax returns with respect to, the Property; (b) any of Seller's proprietary or confidential records or information, including any records or other materials that cannot be transferred, assigned or disclosed without violating confidentiality or privilege restrictions, provided that Seller shall use commercially reasonable efforts to obtain consent or waivers with respect to the foregoing, including by paying any costs and expenses if Buyer agrees to reimburse Seller prior to Seller paying such costs and expenses; (c) data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality, anti-assignment or similar arrangements under agreements with Persons unaffiliated with Seller, provided that Seller shall use commercially reasonable efforts to obtain consent or waivers with respect to the foregoing, including by paying any costs and expenses if Buyer agrees to reimburse Seller prior to Seller paying such costs and expenses; and (d) any and all files, records, contracts and documents relating to Seller's efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property);

1.2.2 (a) claims for refund of, or credits attributable to Property Taxes attributable to any period (or portion of any Straddle Period) ending prior to the Effective Time (as determined in accordance with Sections 7.2.2 and 7.2.5) and which were paid or otherwise economically borne by Seller and (b) claims for refund of, credits attributable to, loss carryforwards with respect to or similar tax assets relating to (i) income taxes of Seller and (ii) taxes attributable to the Excluded Assets;

1.2.3 all deposits, cash, checks in process of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods before the Effective Time, and security or other deposits made with third Persons prior to the Effective Time, in each case, to the extent attributable to the Property;

1.2.4 all Hydrocarbons attributable to the Property produced prior to the Effective Time, all Hydrocarbons for which Buyer receives a Downward Adjustment pursuant to Section 2.2.2(a), and all proceeds, benefits, income, payments, royalties or revenues with respect to such Hydrocarbons;

1.2.5 all claims, rights, indemnity rights, and causes of action in favor of Seller or any Affiliate of Seller arising, occurring or existing prior to the Effective Time or related or attributable to time periods prior to the Effective Time with respect to the Property (including any and all royalties, contract rights, insurance claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, improper deductions, proceeds from settlements and contract disputes, refunds or other claims of any nature in favor of Seller and relating or attributable to any time period prior to the Effective Time);

1.2.6 all proceeds, benefits, income and revenues with respect to the Property attributable to periods prior to the Effective Time (including any funds held in suspense by the operator or payor of the Interests attributable to such pre-Effective Time proceeds);

1.2.7 any and all cost-bearing interest where Seller has agreed to, or Buyer (following Closing) will have to, bear out-of-pocket costs for drilling, completion, operating or other production costs from and after the Effective Time (collectively, "Working Interests"); provided, however, for the avoidance of doubt, Buyer acknowledges that the Interests and/or Wells may be subject to deductions attributable to post-production costs or other expenses arising from the terms of oil, gas and/or mineral leases or title

documents creating the Interests, in each instance, which such Interests and Wells shall not be Working Interests for purposes of this Agreement; and

1.2.8 all audit rights arising under any contracts and agreements (including the Related Contracts) or otherwise with respect to periods prior to the Effective Time.

ARTICLE 2 CONSIDERATION

2.1 Purchase Price; Option; Deposit. Subject to this Section 2.1, Buyer will pay Seller One Hundred and Fifty-Four Million Dollars ($154,000,000) by wire transfer of immediately available United States funds to an account designated in writing by Seller for the Property (the “Base Purchase Price”). Notwithstanding the foregoing, Buyer shall have the option, at its sole discretion, to purchase from Seller up to an additional fifteen percent (15%) of Seller’s right, title and interest in and to Seller’s aggregate interest in the described property rights, interests, privileges and obligations set forth in Section 1.1 (the “Option”). Buyer shall have the right to exercise the Option by providing Seller with written notice at any time prior to Closing, which notice shall stipulate (i) the additional percentage of Seller’s right, title and interests in and to Seller’s interest in the described property rights, interests, privileges and obligations set forth in Section 1.1 that Buyer elects to acquire (the “Additional Interest”) and (ii) the Additional Consideration (as defined hereafter). The “Additional Consideration” shall mean the amount payable by Buyer to Seller for the Additional Interest, which shall be a pro-rated amount based on, and calculated using, (x) the aggregate value of all of Seller’s right, title and interest in the described property rights, interests, privileges and obligations set forth in Section 1.1 (i.e., $308,000,000) (the “Aggregate Value”), and (y) the Additional Interest. Notwithstanding anything herein to the contrary, Buyer’s right to exercise the Option shall expire at Closing. For illustrative purposes, if the Additional Interest that Buyer elects to acquire equals (A) 15%, then the Additional Consideration shall equal $46,200,000 (i.e., the Aggregate Value multiplied by 15%), or (B) 10%, then the Additional Consideration shall equal $30,800,000 (i.e., the Aggregate Value multiplied by 10%). The “Purchase Price” shall mean (I) if the Option is not exercised by Buyer pursuant to this Section 2.1, the Base Purchase Price, or (II) if the Option is exercised by Buyer pursuant to this Section 2.1, the Base Purchase Price plus the Additional Consideration. The Purchase Price shall be adjusted as set forth in this Agreement. Buyer’s allocation of value among the Tracts, using the unadjusted Purchase Price, is set forth on Exhibit A-1; provided, however, if Buyer elects to exercise the Option pursuant to this Section 2.1, the allocation of value among the Tracts set forth on Exhibit A-1 to the Option Agreement (as hereinafter defined) shall be deemed to amend and replace Exhibit A-1 attached hereto. For the avoidance of doubt, if Buyer elects to exercise the Option pursuant to this Section 2.1, the term “Property” as used in this Agreement shall be deemed to refer to the Property described in Section 1.1 plus the Additional Interest acquired by Buyer. Prior to close of business on the first (1st) Business Day following the Execution Date, Buyer shall initiate or cause to be initiated to a mutually agreeable third party escrow agent (the “Escrow Agent”), a wire transfer in the amount equal to $7,700,000 in same-day funds (the “Deposit”) to be held, invested, and disbursed in accordance with the terms of this Agreement and the Escrow Agreement. If Closing occurs, (a) the Deposit shall be applied as part of the payment of the Purchase Price, and the amount of the Purchase Price otherwise payable by Buyer at the Closing shall be reduced by such amount, (b) the Deposit shall be reclassified at Closing to become part of the indemnity escrow account (the “Indemnity Escrow Deposit”), and (c) the Indemnity Escrow Deposit shall be retained and released by the Escrow Agent as provided for in Section 6.12 and the Escrow Agreement. If Closing does not occur, the Parties shall jointly instruct the Escrow Agent to release the Deposit (i) to Seller pursuant to Section 8.13.1, or (ii) to Buyer pursuant to Section 8.13.2 or Section 8.13.4, as applicable.

2.2 Adjustments to Purchase Price.

2.2.1 Upward Adjustments.

The Purchase Price will be increased by the following (“Upward Adjustments”):

(a) any proceeds and other revenues (including royalties, lease bonuses, and rentals) from the sale of Hydrocarbons and other minerals produced from or attributable to the Property, and other income from the Property, actually received and retained by Buyer, to the extent attributable to the ownership of the Property before the Effective Time;

(b) an amount equal to any Property Taxes allocable to Buyer pursuant to Section 7.2 but paid or otherwise economically borne by Seller or any affiliate of Seller;

(d) any other increases in the Purchase Price specified in this Agreement or otherwise agreed to in writing between Seller and Buyer prior to or at Closing.

2.2.2 Downward Adjustments.

The Purchase Price will be decreased by the following (“Downward Adjustments”):

(a) any proceeds and other revenues (including royalties, lease bonuses, and rentals) from the sale of Hydrocarbons and other minerals produced from or attributable to the Property, and other income from the Property, actually received and retained by Seller, to the extent attributable to the ownership of the Property on or after the Effective Time;

(b) an amount equal to any Property Taxes allocable to Seller pursuant to Section 7.2 but paid or otherwise economically borne by Buyer;

(c) an amount equal to any other pre-Effective Time costs attributable to the Property incurred and paid by Buyer, or any costs related to the Working Interests that are incurred and paid by Buyer notwithstanding that such Working Interests were not conveyed to Buyer (or that were inadvertently conveyed to Buyer, and were re-conveyed subject to Section 4.4.4); and

(d) any other decreases in the Purchase Price specified in this Agreement or otherwise agreed to in writing between Seller and Buyer prior to or at Closing.

2.3 Adjustments After Closing.

2.3.1 Final Settlement Statement.

As soon as practicable after the Closing Date, but in any event no later than thirty (30) days after the Closing Date (the “Final Settlement Date”), Seller will prepare in good faith and deliver to Buyer a final settlement statement for the Property containing a final reconciliation of the adjustments to the Purchase Price specified in Section 2.2 (the “Final Settlement Statement”), which shall set forth in reasonable detail each payment or adjustment that was not finally determined as of the Closing Date and the final adjusted Purchase Price based upon the best information available at the time. Upon Buyer’s request, Seller shall provide Buyer with such data or information as is reasonably necessary to support any adjustment reflected in the Final Settlement Statement. Buyer will have 30 days after receiving the Final Settlement Statement to provide Seller with written exceptions to any items in the Final Settlement Statement that Buyer believes in good faith to be objectionable. All items in the Final Settlement Statement for which Buyer does not make a timely written exception within such 30-

day review period will be deemed to be conclusively accepted by Buyer. If the Parties are unable to resolve any dispute(s) with respect to the Final Settlement Statement, the dispute(s) shall be governed by Section 2.3.3.

2.3.2 Payment of Post-Closing Adjustments. To the extent the Parties finalize the Final Settlement Statement pursuant to Section 2.3.1, any adjustments to the Purchase Price will be offset against each other so that only one payment is required. The Party owing payment will pay the other Party the net post-Closing adjustment to the Purchase Price within 10 days after the expiration of Buyer’s 30-day review period for the Final Settlement Statement.

2.3.3 Resolution of Disputed Items. After the completion and delivery of Buyer’s written exceptions to the Final Settlement Statement, the Parties shall negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the Parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the Party owing payment will pay the other Party within 10 days after the Parties reach agreement. If the Parties are unable to agree on the amount due with respect to any disputed items within 30 days after Seller receives Buyer’s written exceptions to the Final Settlement Statement, then the disputed items shall be exclusively and finally resolved by arbitration to be conducted in Fort Worth, Texas, by an independent accounting firm selected by: (i) mutual agreement of Buyer and Seller; or (ii) absent such agreement, by the Dallas office of the American Arbitration Association (the “Accounting Consultant”). The Accounting Consultant shall have no financial interest in either Party, and shall not have been employed or utilized by either Party or its Affiliates within the 10-year period preceding the arbitration. The Accounting Consultant, once appointed, shall have no ex parte communications with any of the Parties concerning the determination required hereunder. The Accounting Consultant shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties. All communications between any Party or its Affiliates and the Accounting Consultant shall be conducted in writing, with copies sent simultaneously to the other Party in the same manner, or at a meeting or conference call to which the representatives of both Parties have been invited and of which such Parties have been provided at ten (10) Business Days’ notice. Within 10 days of appointment of the Accounting Consultant, each of Seller and Buyer shall present the Accounting Consultant with its position with respect to the disputed items and all other supporting information that it desires, with a copy to the other Party. The Accounting Consultant shall also be provided with a copy of this Agreement. Within 45 days after receipt of such materials and any additional information required by the Accounting Consultant, the Accounting Consultant shall make its determination, which shall be in accordance with this Agreement and shall be within the disputed range, and such determination shall be final and binding upon the Parties, without right of appeal, absent manifest error. Excepting the amount due with respect to any disputed items, the Accounting Consultant may not award damages, interest or penalties to either Party with respect to any matter. Seller shall bear 1/2 and Buyer shall bear 1/2 of the costs and expenses of the Accounting Consultant. If the final adjusted Purchase Price is more than the unadjusted Purchase Price, Buyer shall pay, by wire transfer of immediately available United States funds, to Seller the amount of such difference to an account designated in writing by Seller, and if the final adjusted Purchase Price is less than the unadjusted Purchase Price, Seller shall pay, by wire transfer of immediately available United States funds, to Buyer the amount of such difference to an account designated in writing by Buyer. The adjustments set out in the Final Settlement Statement shall constitute a final settlement of the Parties with respect to all matters addressed therein.

2.3.4 Further Revenues and Expenses. At the end of each month following the completion of the post-Closing adjustments under this Section 2.3: (a) if either Party receives revenues that belong to the other Party under this Agreement, the Party receiving the revenues agrees to promptly remit those revenues to the other Party; and (b) if either Party incurs any costs or expenses that are the responsibility of the other Party under this Agreement, then the Party on whose behalf such expenses were paid agrees to promptly reimburse the other Party for the expenses paid on its behalf upon receiving

reasonably satisfactory evidence of such payment. For the avoidance of doubt, the obligations under subsections (a) and (b) of this Section 2.3.4 shall survive until the [time period redacted] anniversary of Closing.

2.3.5 Treatment of Adjustment Payments. Any payment pursuant to this Section 2.3 shall be treated for U.S. federal and applicable state income tax purposes as an adjustment to the Purchase Price except to the extent otherwise required by applicable law.

2.4 Payment Method. Unless the Parties otherwise agree in writing, all payments under this Agreement will be by wire transfer in immediately available US funds to an account designated by the Party receiving payment.

2.5 Principles of Accounting. The Final Settlement Statement will be prepared in accordance with accounting principles generally accepted in the petroleum industry, consistently applied, and applicable laws, rules and regulations.

2.6 Reporting Value of the Property. Neither Party will take any position in preparing financial statements, tax returns, reports to shareholders or Governmental Authority, or otherwise, that is inconsistent with the allocation of value identified on Exhibit A-1 (as may be amended and replaced by the Option Agreement), unless the Parties otherwise agree in writing.

2.7 Escrow Agreement. Simultaneously with the execution of this Agreement, Seller and Buyer have executed, and have obtained execution by the Escrow Agent of, the Escrow Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Reciprocal Representations and Warranties. By their execution of this Agreement, Seller, as to Seller, and Buyer, as to Buyer, each represent and warrant that the following statements are true and accurate as to itself, as of the Execution Date and the Closing Date:

3.1.1 Legal Entity Authority. Seller is a [manner of formation redacted], and Buyer is a corporation, and each is duly organized, validly existing and in good standing under the laws of its state of incorporation or formation, is duly qualified to carry on its business in the states where the Property is located, and has all the requisite [business formation types redacted] (as applicable) power and authority to enter into and perform this Agreement and any transaction documents related hereto to which it is or will be a party.

3.1.2 Requisite Approvals. Upon execution of this Agreement, it will have taken all necessary actions pursuant to its certificate of formation, by-laws, partnership agreement or other governing documents to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby.

3.1.3 Validity of Obligation. This Agreement and all other transaction documents it is to execute and deliver pursuant hereto on or before the Closing Date: (a) have been, or (as applicable) at Closing will be, duly executed by its authorized representatives; (b) constitute its valid and legally binding obligations; and (c) upon execution, are enforceable against it in accordance with their respective terms.

3.1.4 No Violation of Contractual Restrictions. Its execution, delivery and performance of this Agreement and any transaction documents related hereto to which it is or will be a party do not

conflict with or violate any agreement or instrument to which it is a party or by which it is bound, or to which otherwise affect or relate to the Property.

3.1.5 No Violation of Other Legal Restrictions. Its execution, delivery and performance of this Agreement and all other related documents it is to execute and deliver on or before the Closing Date do not violate any law, rule, regulation, ordinance, judgment, decree or order of any applicable Governmental Authority.

3.1.6 Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to its Knowledge, threatened against it.

3.1.7 Brokers' Fees. It has not incurred any obligation for brokers, finders or similar fees for which any other Party would be liable.

3.2 Seller's Representations and Warranties. By its execution of this Agreement, Seller represents and warrants to Buyer that the following statements are true and accurate, in each case as of the Execution Date and the Closing Date:

3.2.1 Lawsuits and Claims. There is no claim, action, order, lawsuit or other proceedings pending (or, to Seller's Knowledge, threatened), nor any compliance order or similar governmental action pending before any court or Governmental Authority related to Seller's interest in and to the Property or the operation of the Property that affects or could result in a loss of title to any portion of the Property. To Seller's Knowledge, there are no pending suits, actions, orders, investigations or other proceedings to which Seller is not a party which relate to the Property.

3.2.2 Consents to Assign and Preferential Rights. Except (a) as disclosed in SCHEDULE 3.2.2, or (b) for consents or approvals from any Governmental Authority for the assignment (directly or indirectly) of the Interests to Buyer that are customarily obtained after such assignment of properties similar to the Interests, Seller's interest in the Property is not subject to any consent of any third Person to the sale of Seller's interest in the Interests ("Consent") or any preferential right to purchase applicable to the Interests.

3.2.3 Suspense Funds. SCHEDULE 3.2.3 sets forth, as of the Execution Date, each Well with respect to which (a) Seller has received notice or reasonably believes that Seller's share of any proceeds attributable to such well are being held in suspense with respect to production of Hydrocarbons from such well, or (b) Seller has not received division orders to put such Interest in such well into pay status.

3.2.4 Taxes. All material tax returns with respect to Property Taxes required to be filed by Seller prior to the Closing Date have been duly and timely filed, and all such tax returns are true, correct and complete in all material respects. All Property Taxes due and owing by Seller with respect to the Property (whether or not shown on such tax returns) have been fully and timely paid. There are no Liens for taxes (other than Liens for taxes not yet due and payable) on any interests in the Property. To Seller's Knowledge, no suit, proceeding or audit by a Governmental Authority is now in progress or pending with respect to Property Taxes, and Seller has not received written notice of any pending claim against it with respect to the Property from any applicable Governmental Authority for assessment of Property Taxes. None of the interests in the Property is subject to a tax partnership agreement or is otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income tax return to be filed under subchapter K of Chapter 1 of Title 26 of the Code.

3.2.5 Liens. Except for ordinary course Liens under joint operating agreements or similar agreements, and as set forth on SCHEDULE 3.2.5, there are no Liens placed upon or against the Property that will not be released at or prior to Closing other than Liens for taxes which are not yet due and payable.

3.2.6 Material Contracts. SCHEDULE 3.2.6 sets forth all contracts of the types described below to which Seller or one or more of its Affiliates is a party (or a successor or assign of a party), or, to Seller's Knowledge, that otherwise relate to Seller's interest in and to the Property, that, in each case, is not terminable, cancellable, or revocable without a penalty upon less than [time period redacted] days' notice and will be binding on Buyer, or Buyer's interest in and to the Property, after Closing (collectively, the "Material Contracts"):

(a) any contract that can reasonably be expected to result in any payments by Seller or aggregate revenues to Seller of more than [dollar amount redacted] during the current fiscal year from and after the Effective Time or any subsequent fiscal year or [dollar amount redacted] in the aggregate over the term of such contract (based solely on the terms thereof);

(b) any unit sharing agreement, production sharing agreement or similar contract binding on Seller's interest in and to the Property;

(c) any contract between Seller and any Affiliate of Seller that is binding on Seller's interest in and to the Property and will not be terminated prior to or as of Closing;

(d) any contract as to which Seller is a named party that contains or constitutes an existing area of mutual interest, any take-or-pay payment, production payment, forward payment or other similar arrangement;

(e) any hedges or similar contracts binding on Seller's interest in and to the Property;

(f) any contract that contains a non-compete agreement or otherwise purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller may conduct its business;

(g) any contract or conveyance (excluding, for the avoidance of doubt, oil and gas or similar leases) that contains restrictions or limitations to any royalty payable to Seller (including pricing limitations) other than customary deductions for post-production expenses or taxes; and

(h) any amendment to the foregoing.

Prior to or on the Execution Date, Seller has made available to Buyer true and complete copies of all Material Contracts, including all material amendments or modifications thereto or waivers thereof that are in Seller's possession, custody or control, or that Seller has Knowledge of and could reasonably obtain possession of without incurring expenses or costs unless Buyer agrees to reimburse Seller for such expenses or costs prior to Seller paying such expenses or costs. To Seller's Knowledge, each Material Contract is in full force and effect.

3.2.7 No Working Interests. The Property to be conveyed to Buyer at Closing does not include any Working Interests.

3.2.8 Environmental Matters. Seller has not received any written notices from any Governmental Authority that Seller is obligated to pay for or otherwise bear the costs of any Environmental

Liabilities relating to the Property or that Seller has undertaken any action that would give rise to any Environmental Liabilities.

3.2.9 Taking in Kind. Seller is not currently taking in-kind any production from the Property, and Seller is not subject to any contract that will, upon Closing, require Buyer to take in-kind any production from the Property in the future.

3.2.10 No Transfer. Except as set forth on SCHEDULE 3.2.10, Seller has not transferred, sold, mortgaged, or pledged any portion of the Property within the last five (5) years.

3.2.11 Term Royalties. Except as set forth on Part 1 of SCHEDULE 3.2.11, the Property does not include any overriding royalty interests that, by the terms of the title instrument that created such interest, have a duration that is less than the period during which the underlying oil and/or gas lease from which such interest is derived is in effect. Except as set forth on Part II of SCHEDULE 3.2.11, no overriding royalty interests is limited only to the wellbore of the oil and gas well applicable to such overriding royalty interest. No other royalties included within the scope of the Property, including any non-participating royalties, are otherwise subject to any term limits by the terms of the title instrument that created such interest, except for lessor royalties tied to the effectiveness of the applicable oil and gas lease.

3.2.12 Prepaid Royalties. Seller has not received any prepayment of royalties related to the Property attributable to post-Effective Time periods.

3.2.13 Non-Consent. Except as set forth on SCHEDULE 3.2.13, to Seller's Knowledge, no operations are being conducted or have been conducted on the Property with respect to which Seller's interest is subject to (directly or indirectly) any nonconsenting or similar provisions or penalties under any applicable agreement (including any operating agreement) or pursuant to forced pooling.

3.2.14 No Default. Seller has not received, and, to Seller's Knowledge, there does not exist any written notice of default under the applicable law, or the leases covering the Tracts or any notice alleging its default thereunder, which default remains outstanding or unsatisfied at the time of Closing. There has been no act or omission whereby Seller (or, to Seller's Knowledge, a third party) is, or would be, in default under the applicable law or the leases covering the Tracts.

3.2.15 Prepaid Obligations. Seller (or, to Seller's Knowledge, the applicable operator or other third party responsible for delivering Seller's share of production) is not obligated by virtue of a prepayment, gas balancing, or other arrangement under any contract to make any production payment or to deliver oil, gas or other hydrocarbons produced from the Property to any third-party at some future time without receiving in due course (and being entitled to retain) full payment therefor at current market prices or contract prices.

3.2.16 Imbalances. To Seller's Knowledge, there are no production or pipeline imbalances affecting the Property.

3.3 Buyer's Representations and Warranties. By its execution of this Agreement, Buyer represents and warrants to Seller that the following statements are true and accurate, as of the Execution Date and the Closing Date:

3.3.1 Independent Evaluation. Buyer is an experienced and knowledgeable investor in the oil and gas business and in the business of purchasing, owning, and managing oil and gas properties and related financial and business matters. Buyer has (and had prior to the negotiations regarding this Agreement) such knowledge and experience in the ownership and operation of oil and gas properties and

related financial and business matters as to be able to evaluate the merits and risks of an investment in the Property. In making the decision to enter into this Agreement, Buyer has been advised by and has relied solely on its own expertise and legal, tax, reservoir engineering, environmental consulting and other professional counsel concerning this transaction, the Property and the value thereof.

3.3.2 Qualification. Buyer is now, or at Closing will be, and thereafter will continue to be, qualified to own the Property under all laws, rules and regulations applicable thereto.

3.4 Representations and Warranties Exclusive. Without limiting Buyer's rights under this Agreement or under the Conveyance, including the special warranty of defensible title thereunder, all representations and warranties of Seller contained in this ARTICLE 3 are exclusive and are given in lieu of all other representations and warranties, express, statutory or implied (orally or in writing).

3.5 General Disclaimers. EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN THIS ARTICLE 3 OR IN SELLER'S CERTIFICATE TO BE DELIVERED AT CLOSING, OR IN THE CONVEYANCE (INCLUDING THE SPECIAL WARRANTY OF DEFENSIBLE TITLE CONTAINED THEREIN), AND WITHOUT LIMITING BUYER'S RIGHT TO ASSERT A CLAIM FOR SELLER'S BREACH OF THE FOREGOING OR FOR SELLER'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, SELLER MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY (ORALLY OR IN WRITING) AS TO (I) TITLE TO ANY OF THE PROPERTY, (II) THE CONTENTS, CHARACTER, OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT OF SELLER, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTY, (III) THE QUANTITY, QUALITY, OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE PROPERTY, (IV) THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL, OR STEP-OUT DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE VALUE OF THE PROPERTY OR FUTURE REVENUES GENERATED BY THE PROPERTY, (VI) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTY, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES, (VII) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTY, (VIII) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, (IX) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO AND (X) COMPLIANCE WITH ANY ENVIRONMENTAL LAW OR THE ENVIRONMENTAL CONDITION OF ANY OF THE PROPERTY, AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT, EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN THIS ARTICLE 3 OR IN SELLER'S CERTIFICATE TO BE DELIVERED AT CLOSING, OR IN THE CONVEYANCE (INCLUDING THE SPECIAL WARRANTY OF DEFENSIBLE TITLE CONTAINED THEREIN), AND WITHOUT LIMITING BUYER'S RIGHT TO ASSERT A CLAIM FOR SELLER'S BREACH OF THE FOREGOING OR FOR SELLER'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, THE PROPERTY IS BEING TRANSFERRED "AS IS, WHERE IS," WITH ALL FAULTS AND DEFECTS, AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE TO ENTER

INTO THIS AGREEMENT. SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 3.5 ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

ARTICLE 4

CLOSING AND POST-CLOSING OBLIGATIONS

4.1 Closing Date. The actions and events described in Section 4.3 are the "Closing" of this transaction, which shall be held remotely and by electronic means beginning at 10:00 a.m. Central Prevailing Time on the date that is five (5) Business Days after the Execution Date, or on such earlier or later date as the Parties agree to in writing (the "Closing Date"). All events of Closing shall each be deemed to have occurred simultaneously with the others, regardless of when actually occurring, and each will be a condition precedent to the others. If the Closing occurs, all conditions of Closing shall be deemed to have been satisfied or waived (but Seller's and Buyer's warranties and representations are not waived and will survive the Closing to the extent provided in Section 6.8).

4.2 Conditions to Closing. Seller and Buyer, as applicable, will not be obligated to close the transaction described in this Agreement, unless each of the conditions to its obligation to close set forth in this Section 4.2 is satisfied on or prior to the Closing, or such Party waives in writing in whole or part any such condition to such Party's obligation to close that is unsatisfied on or prior to the Closing.

4.2.1 Representations and Warranties.

(a) [Seller closing condition redacted]
(b) [Buyer closing condition redacted]

4.2.2 Performance of Obligations and Covenants.

(a) Seller will not be obligated to close if Buyer has not performed in all material respects (and in all respects in the case of all obligations and covenants qualified by materiality) all obligations and covenants under this Agreement that Buyer is required to perform on or before Closing.
(b) Buyer will not be obligated to close if Seller has not performed in all material respects (and in all respects in the case of all obligations and covenants qualified by materiality) all obligations and covenants under this Agreement that Seller is required to perform on or before Closing.

4.2.3 Legal Proceedings. Neither Party will be obligated to close if any suit, order, decree, ruling, legal directive or other proceeding is pending before any court or Governmental Authority seeking to restrain, prohibit, or declare illegal, the transaction that is the subject of this Agreement.

4.2.4 Closing Obligations.

(a) Seller will not be obligated to close unless Buyer is ready, willing and able to deliver the closing deliverables to be delivered by Buyer pursuant to Section 4.3.
(b) Buyer will not be obligated to close unless Seller is ready, willing and able to deliver the closing deliverables to be delivered by Seller pursuant to Section 4.3.

4.3 Closing. At Closing, the following events shall occur:

(a) Seller shall furnish Buyer with evidence of releases or terminations of all Liens on the Property, if any, in a recordable form reasonably satisfactory to Buyer, other than ordinary course Liens created under oil, gas and/or mineral leases, joint operating agreements or other agreements that Seller is not permitted or has no authority to release.

(b) Buyer shall initiate, or cause to be initiated a wire transfer or wire transfers for the unadjusted Purchase Price less the Indemnity Escrow Deposit and Seller’s portion of the Escrow Agent’s fee under the Escrow Agreement in immediately available funds to Seller’s account in accordance with Section 2.1;

(c) Seller and Buyer shall execute, acknowledge and deliver the conveyance document (in sufficient counterparts for recording) for the assignment and conveyance of the Property to be transferred under this Agreement (which shall be updated to reflect the Additional Interest stipulated in the Option Agreement (as defined hereafter) to be acquired by Buyer if Buyer elects to exercise the Option pursuant to Section 2.1) substantially in the form set forth in Exhibit B (the “Conveyance”);

(d) Seller shall execute and deliver an IRS Form W-9 and a Nonforeign Affidavit in the form set forth in Exhibit C;

(e) Each Party shall deliver to the other Party a certificate duly executed by an authorized officer of such Party, dated as of Closing, certifying on behalf of such Party that the applicable conditions to close for such Party in Section 4.2 have been satisfied;

(f) Seller and Buyer shall execute and deliver joint written instructions to the Escrow Agent that Closing has occurred and the Deposit, together with any interest or income thereon, should be retained by the Escrow Agent and held as the Indemnity Escrow Deposit in the Escrow Account;

(g) If Buyer elects to exercise the Option pursuant to Section 2.1, Seller and Buyer shall each execute and deliver the Option Agreement in the form set forth in Exhibit D attached hereto (the “Option Agreement”); and

(h) the Parties shall execute and deliver any other appropriate documents, assignments, deeds or instruments reasonably necessary to transfer the Property to Buyer or to effect and support the transaction contemplated in this Agreement, including any conveyances on official forms and related documentation necessary to transfer the Property to Buyer in accordance with requirements of applicable governmental regulations.

4.4 Post-Closing Obligations. In addition to the Parties’ obligations under ARTICLE 5 and ARTICLE 6, Seller and Buyer have the following post-Closing obligations:

4.4.1 Record Retention. Buyer, for a period of not less than [time period redacted] following the Closing, will (a) retain the Property Records, (b) provide Seller, its Affiliates and their respective officers, employees and representatives with access to the Property Records upon forty-eight (48) hours’ notice during normal business hours for review and copying at Seller’s expense solely to the extent in connection with an audit, legal matter or indemnity claim that requires access to and review of such Property Records and (c) provide Seller, its Affiliates and their respective officers, employees and representatives with access, during normal business hours, to materials received or produced after the Closing relating to any indemnity claim made hereunder for review and copying at Seller’s expense.

4.4.2 Property Records. Promptly following Closing, but in any event within five (5) Business Days thereof, Seller shall deliver to Buyer copies of the Property Records by electronic means (unless Buyer requests otherwise) to the email address set forth herein or to another address specified in writing by Buyer.

4.4.3 Recording and Filing. It will be Buyer's responsibility to record the Conveyance and all other instruments that must be recorded to effectuate the transfer of the Property.

4.4.4 Further Assurances. Buyer and Seller agree to (as applicable) execute, acknowledge, and deliver from time to time such further instruments and do such other acts as may be reasonably requested and necessary to effectuate the purposes of this Agreement, including (i) transferring ownership of the Property to Buyer and (ii) re-conveying any Working Interests that were inadvertently conveyed to Buyer back to Seller. From and after the Execution Date and continuing after Closing, Seller will assist Buyer (but without any obligation to incur out of pocket costs or expenses unless Buyer agrees to reimburse Seller for such costs), upon reasonable request from Buyer, with respect to all of Buyer's reporting and compliance obligations, including by providing Buyer with any information reasonably necessary for Buyer to comply with any applicable disclosure or other reporting obligations.

4.5 Termination. This Agreement may be terminated at any time prior to Closing:

4.5.1 by the mutual written agreement of Seller and Buyer;

4.5.2 by delivery of written notice from Buyer to Seller if, by the date that is five (5) Business Days after the Closing Date (the "Outside Date"), Buyer is not obligated to close because of any of the provisions of Section 4.2.1(b), Section 4.2.2(b) or Section 4.2.4(b) (and Buyer has not waived such provision or provisions by the Outside Date);

4.5.3 by delivery of written notice from Seller to Buyer if, by the Outside Date, Seller is not obligated to close because of any of the provisions of Section 4.2.1(a), Section 4.2.2(a), or Section 4.2.4(a) (and Seller has not waived such provision or provisions by the Outside Date);

4.5.4 by Seller's or Buyer's delivery of written notice to the other if the Party delivering such notice is not obligated to close because of the provisions of Section 4.2.3;

4.5.5 by delivery of written notice from Buyer to Seller if Seller materially breaches its covenant in Section 8.14(iii) or Section 8.14(v) and such material breach can be shown by affirmative written evidence provided by Buyer; provided, however, notwithstanding anything in this Agreement to the contrary, Buyer shall not have the right to terminate this Agreement pursuant to this Section 4.5.5 if any portion of the Property becomes subject to any encumbrance, claim, action, order, lawsuit or other proceeding as a result of Seller's actions or omissions prior to the Execution Date; provided, further, that notwithstanding the foregoing, Buyer in no way waives and shall in all respects preserve all post-Closing rights available to Buyer under this Agreement with respect to any such encumbrance, claim, action, order, lawsuit, or other proceeding affecting any portion of the Property after Closing, including Buyer's right to assert a Claim with respect thereto pursuant to Article 6; or

4.5.6 by Seller's delivery of written notice to Buyer if Buyer fails to initiate (or cause to be initiated) the wire for the Deposit in accordance with Section 2.1;

provided, however, that no Party shall be entitled to terminate this Agreement pursuant to Section 4.5.2 through Section 4.5.5 above if such Party is in material breach of any provision of this Agreement, including any breach of representation, warranty or covenant that causes the other Party's conditions to close to not

be satisfied. In the event of any termination set forth in this Section 4.5, the Parties' rights, obligations and remedies shall be governed by Section 8.9.

ARTICLE 5

ASSUMED OBLIGATIONS; RETAINED OBLIGATIONS

5.1 Buyer's Assumed Obligations; Seller's Retained Obligations

Subject to Seller's indemnity obligations under Section 6.4 and all applicable limitations thereto (including Section 6.7 and Section 6.8), upon and after Closing, Buyer will assume, pay, perform and discharge when due all obligations, liabilities, Claims and duties associated with the ownership of the Property, in each case, solely to the extent arising on or after the Effective Time (collectively, the "Assumed Obligations"). Subject to, and except to the extent included in, Buyer's indemnity obligations under Section 6.3, Seller agrees to retain, pay, perform and discharge when due all obligations, liabilities (including royalty overpayments), Claims and duties associated with the ownership of the Property, in each case, solely to the extent arising prior to the Effective Time (collectively, the "Retained Obligations").

ARTICLE 6

INDEMNITIES

6.1 Definition of Losses and Claims

6.1.1 Losses

As used in this Agreement, the term "Losses" means any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due to become due or otherwise), diminution in value, monetary damages, fees, taxes, interest obligations, deficiencies and losses (including amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses incurred in investigating and preparing for or in connection with any Claim).

6.1.2 Claims

As used in this Agreement, the term "Claims" means any and all Losses, demands, liabilities, damages, expenses, fines, penalties, costs, claims, actions, causes of action and judgments of any nature whatsoever.

6.2 Application of Indemnity

6.2.1 Covered Claims and Parties

All indemnities set forth in this ARTICLE 6, and all other indemnities set out in any other Section of this Agreement, shall extend to the benefit of each Party and any Affiliates of any tier of such Party, and its and their respective officers, directors, members, owners, managers, trustees, beneficiaries, partners, employees, agents and representatives. The indemnities set forth in this Agreement do not extend to: (a) any part of an indemnified Claim that is the result of the gross negligence or willful misconduct of the indemnified Party or any Affiliates of any tier of such Party, or its or their respective officers, directors, members, owners, managers, trustees, beneficiaries, partners, employees, agents or representatives; or (b) punitive damages assessed against the indemnified Party arising from the acts or omissions of the indemnified Party or any Affiliates of any tier of such Party, or its or their respective officers, directors, members, owners, managers, trustees, beneficiaries, partners, employees, agents or representatives (other than any damages described in the foregoing items (a) or (b) suffered by a third Person for which such Person entitled to indemnity hereunder has been held liable).

6.2.2 Non-Recourse Parties

The Parties acknowledge and agree that no past, present, or future director, manager, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative, Affiliate, or financing sources of either Party (excluding, as applicable, Seller and Buyer,

and subject to such exclusion, each, a “Non-Recourse Person”), in such capacity, shall have any liability or responsibility (in contract, tort, or otherwise) for, and Buyer and Seller, as applicable, hereby waives, releases, remises and forever discharges, and shall cause each member of the Buyer Indemnified Parties and Seller Indemnified Parties, respectively, to waive, release, remise and forever discharge, any liabilities, suits, legal or administrative proceedings, claims, demands, losses, costs, obligations, liabilities, interests, charges, or causes of action whatsoever, in law or in equity, known or unknown, against each Non-Recourse Person which are based on, related to, or arise out of the ownership or operation of the Property, the Excluded Assets or negotiation, performance, and consummation of this Agreement, the other transaction documents or the transactions contemplated hereunder. Each Non-Recourse Person is expressly intended as a third-party beneficiary of this Section 6.2.2.

6.2.3 Express Negligence Disclosure. UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, WAIVER AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER THE INDEMNIFIED PARTY (OR ANY AFFILIATES OF ANY TIER OF THE INDEMNIFIED PARTY, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, MEMBERS, MANAGERS, EMPLOYEES, PARTNERS, AGENTS AND REPRESENTATIVES) CAUSES, IN WHOLE OR PART, AN INDEMNIFIED CLAIM, INCLUDING INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY OR THE INDEMNIFIED PARTY'S (OR ITS AFFILIATES' OF ANY TIER, AND ITS AND THEIR RESPECTIVE OFFICERS', DIRECTORS', OWNERS', MEMBERS', MANAGERS', EMPLOYEES', PARTNERS', AGENTS' AND REPRESENTATIVES') SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, OR STRICT LIABILITY OR OTHER FAULT. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

6.3 Buyer's Indemnity. From and after Closing, Buyer SHALL RELEASE, INDEMNIFY, DEFEND, and HOLD HARMLESS Seller and its Affiliates, together with its and their managers, members, partners, officers, directors, agents, owners, representatives, consultants, and employees (collectively, the "Seller Indemnified Parties") from and against any and all Claims caused by or resulting from:

6.3.1 Buyer's Assumed Obligations;

6.3.2 any obligations for brokerage or finder's fees or commissions incurred by Buyer in connection with its purchase of the Property;

6.3.3 any breach of the representations and warranties of Buyer contained in this Agreement, or any breach or failure to perform any covenant or obligation of Buyer contained in this Agreement; or

6.3.4 the following taxes: (i) Property Taxes for any taxable period (or portion thereof) that begins on or after the Effective Time (determined in accordance with Section 7.2.2 with respect to any Straddle Period); (ii) taxes that are the responsibility of Buyer pursuant to Sections 7.4 and 7.5; (iii) any other taxes for which Buyer has agreed to indemnify Seller under any provisions of this Agreement; or (iv) other taxes of Buyer (or any owner or Affiliate of Buyer) of any kind or description;

but excepting in the case of Claims under Sections 6.3.1 through (and including) 6.3.3 to the extent Seller would be required to indemnify Buyer under Section 6.4 (subject to the limitations set forth herein, including the provisions of Section 6.7 and Section 6.8).

6.4 Seller's Indemnity. Subject to the provisions of this ARTICLE 6 (including the provisions of Section 6.7 and Section 6.8), from and after Closing, Seller SHALL RELEASE, INDEMNIFY, DEFEND, and HOLD HARMLESS Buyer and its Affiliates, together with its and their managers, members, partners, officers, directors, agents, owners, representatives, consultants, and employees (collectively, the “Buyer Indemnified Parties”) from and against any and all Claims to the extent caused by or resulting from:

6.4.1 the Retained Obligations;

6.4.2 any breach of the representations and warranties of Seller contained in this Agreement;

6.4.3 any breach or failure to perform any covenant or obligation of Seller contained in this Agreement; or

6.4.4 the following taxes: (i) Property Taxes for any taxable period (or portion thereof) that begins before the Effective Time (determined in accordance with Section 7.2.2 with respect to any Straddle Period); (ii) taxes that are the responsibility of Seller pursuant to Sections 7.4 and 7.5; (iii) any other taxes for which Seller has agreed to indemnify Buyer under any provisions of this Agreement; or (iv) other taxes of Seller (or any owner or Affiliate of Seller) of any kind or description.

but excepting in the case of Claims under Sections 6.4.1 through (and including) 6.4.3 to the extent Buyer would be required to indemnify Seller under Section 6.3 (subject to the limitations set forth herein, including the provisions of Section 6.7 and Section 6.8).

6.5 Notices and Defenses of Indemnified Claims. Each Party shall promptly notify the other Party of any third Person Claim of which it becomes aware and for which it is entitled to indemnification from the other Party under this Agreement; provided that the failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party of its obligations under this Section 6.5, except (and solely) to the extent that the indemnifying Party demonstrates that its defense of such third Person Claim is actually and materially prejudiced thereby. The indemnifying Party is obligated to defend at the indemnifying Party’s sole expense any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any Claim for which the indemnifying Party has agreed to indemnify and hold the indemnified Party harmless under this Agreement; provided, however, if the indemnifying Party does not respond within thirty (30) days after receiving such indemnity notice, or, if a shorter timeline is required to file any motion, answer or other pleading reasonably necessary to protect the interests of the indemnified Party, then the indemnified Party may assume the defense at the sole cost and expense of the indemnifying Party; provided, further, the indemnified Party shall have the right, in any case, to participate with the indemnifying Party in the defense of any such Claim at its own expense. If, following the assumption of the defense, the indemnified Party reasonably believes that the indemnifying Party is failing to defend the Claim with reasonable diligence, the indemnified Party may assume control of the defense at the indemnifying Party’s sole cost and expense. If requested by the indemnifying Party, the indemnified Party agrees to cooperate, at the sole cost and expense of the indemnifying Party, in contesting any third Person Claim which the indemnifying Party elects to contest, but the indemnified Party shall have no obligation to make any cross-claims or counter claims. If the indemnifying Party elects (and is entitled) to assume the defense of such third Person Claim, (i) no compromise or settlement thereof or consent to any admission or the entry of any judgment with respect to such third Person Claim may be effected by the indemnifying Party without the indemnified Party’s written consent (which shall not be unreasonably withheld, conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full by the indemnifying Party (and no injunctive or other equitable relief is imposed upon the indemnified Party) and there is an unconditional provision whereby each plaintiff or claimant in such third Person Claim releases

the indemnified Party from all liability with respect thereto and (ii) the indemnified Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld, conditioned or delayed). In any case in which an indemnified Party seeks indemnification hereunder and no third Person Claim is involved, the indemnified Party shall deliver a Claim notice to the indemnifying Party within a reasonably prompt period of time after an officer of such indemnified Party or its Affiliates has obtained knowledge of the Loss giving rise to indemnification hereunder. The failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party of its obligations under this Section 6.5 except to the extent such failure results in insufficient time being available to permit the indemnifying Party to effectively mitigate the resulting Losses or otherwise prejudices the indemnifying Party.

6.6 Waiver of Certain Damages. SUBJECT TO EACH PARTY'S RIGHT TO RECOVER UNDER SECTION 8.13, NEITHER BUYER NOR SELLER SHALL BE ENTITLED TO RECOVER FROM THE OTHER, RESPECTIVELY, AND EACH PARTY RELEASES THE OTHER PARTY FROM, ANY LOSSES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT IN ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DAMAGES, COURT COSTS AND REASONABLE ATTORNEYS' FEES, SUFFERED BY SUCH PARTY. BUYER AND SELLER EACH WAIVE, AND RELEASE THE OTHER FROM, ANY RIGHT TO RECOVER PUNITIVE, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT; PROVIDED, HOWEVER, ANY SUCH DAMAGES RECOVERED BY A THIRD PERSON (OTHER THAN THE SELLER INDEMNIFIED PARTIES OR THE BUYER INDEMNIFIED PARTIES) FOR WHICH A PARTY OWES THE OTHER PARTY AN INDEMNITY UNDER THIS ARTICLE 6 SHALL NOT BE WAIVED; PROVIDED, FURTHER, NOTHING IN THIS SECTION 6.6 SHALL PRECLUDE EITHER PARTY FROM RECOVERING IN ACCORDANCE WITH SECTION 8.13.

6.7 Limitations on Liability of Seller. Notwithstanding anything to the contrary herein, Seller's obligations pursuant to Section 6.4 shall be subject to the following limitations:

6.7.1 Any single item that results in a Claim of less than [dollar amount redacted] will not be indemnifiable hereunder.

6.7.2 In no event shall Seller's aggregate liability arising out of or relating to Section 6.4.2 with respect to breaches of Seller's Non-Fundamental Representations exceed [percentage redacted] of the unadjusted Purchase Price. In no event shall Seller's aggregate liability arising out of any other breach under Section 6.4 exceed [percentage redacted] of the unadjusted Purchase Price, except with respect to Seller's liability related to the Retained Obligations, which shall not be capped.

6.8 Survival. All of Seller's Non-Fundamental Representations shall survive Closing until the date that is [time period redacted] thereafter (the "Non-Fundamental Representation Survival Period"). All of the covenants, agreements, and other representations and warranties (including Seller's Fundamental Representations) made by the Parties in this Agreement will survive the Closing until [time period redacted]. Notwithstanding anything herein to the contrary, Buyer will not be entitled to make a Claim against Seller: (1) in connection with any breach of or inaccuracy in any of the Non-Fundamental Representations unless Buyer notifies Seller of that Claim in writing prior to the expiration of the Non-Fundamental Representation Survival Period, or (2) in connection with Seller's failure to perform or satisfy its covenants or other agreements in this Agreement unless Buyer notifies Seller of that Claim in writing within the applicable survival period for such covenant or other agreement as noted above.

6.9 Exclusive Remedy. Save and except for Buyer’s right to assert a special warranty claim under the Conveyance (subject to the Permitted Encumbrances), from and after Closing, the right of indemnification set forth in this ARTICLE 6 shall be the sole and exclusive remedy of the Parties to this Agreement and all indemnified Parties under or by reason of this Agreement (including for any breach of any representation, warranty, covenant or agreement set forth in this Agreement), and each Party covenants and agrees not to seek or assert any other remedy following the Closing; provided, however, that the foregoing shall not limit the right of any Party to seek any equitable remedy available to enforce the rights of such Party under this Agreement; provided, further, that the special warranty under the Conveyance shall not be subject to the limitations set forth in this Article 6, including in Section 6.7 and Section 6.8.

6.10 Treatment of Indemnity Payments. Any payment pursuant to this ARTICLE 6 shall be treated for U.S. federal and applicable state income tax purposes as an adjustment to the Purchase Price except to the extent otherwise required by applicable law.

6.11 [Qualification on indemnification redacted]

6.12 Indemnity Holdback. In order to provide security for Seller’s indemnification obligations under this Agreement, the Indemnity Escrow Deposit shall be held by the Escrow Agent and disbursed by the Escrow Agent pursuant to that certain escrow agreement by and among Escrow Agent, Buyer and Seller dated contemporaneously herewith (the “Escrow Agreement”) after the Closing and in accordance with this Section 6.12. Subject to the limitations set out in this Article 6, with respect to each indemnification claim asserted by Buyer against Seller pursuant to this Article 6, during the period from and after the Closing Date until [time period redacted] (the “Holdback Period”), upon final resolution or determination of such an indemnity claim by the Parties or otherwise, Buyer and Seller shall jointly instruct the Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow Deposit being held in the escrow account as would satisfy such finally resolved or determined indemnity claim. Promptly after the [time period redacted] (the “Initial Holdback Release Date”), and no later than five (5) Business Days thereafter, Buyer and Seller shall execute and deliver to the Escrow Agent joint written instructions to distribute to Seller (i) [amount redacted] of the balance of the Indemnity Escrow Deposit, less (ii) all amounts to which Buyer is entitled as set forth in any joint written instructions delivered by Buyer and Seller pursuant to this Section 6.12 that have not yet been released by the Escrow Agent to Buyer, less (iii) all undisbursed or unpaid alleged indemnity claims that have been asserted in good faith and timely delivered by Buyer and which are not covered by clause subsection (ii) above. Upon the expiration of the Holdback Period, Seller shall, subject to the remainder of this sentence, be entitled to receive the balance of the Indemnity Escrow Deposit as of such time, and within five (5) Business Days after such date, Seller and Buyer shall execute and deliver to the Escrow Agent joint written instructions to distribute such amount to Seller pursuant to the terms of the Escrow Agreement; provided, however, that Seller at such time shall not be entitled to, and the Escrow Agent shall retain, any amounts necessary to satisfy any unresolved indemnity claims that have been timely delivered by Buyer during the Holdback Period (which amounts shall remain in the escrow account until such indemnity claims are finally resolved by the Parties). If there are any portions of the Indemnity Escrow Deposit remaining in escrow after the resolution of all previously outstanding indemnity claims, then Seller and Buyer shall promptly jointly instruct the Escrow Agent to release the remaining account balance to Seller (but in no event more than five Business Days thereafter).

ARTICLE 7
TAXES AND EXPENSES

7.1 Recording Expenses. Buyer shall pay all costs, fees and expenses of recording and filing the Conveyance for the Property, and all other instruments that must be filed to effectuate the transfer of the Property.

7.2 Certain Tax Matters.

7.2.1 All ad valorem taxes, real property taxes, personal property taxes, excise taxes, severance taxes, production taxes, and similar obligations based on the acquisition, operation or ownership of the Property or the production of Hydrocarbons therefrom or the receipt of proceeds therefrom, but excluding, for the avoidance of doubt, income taxes referenced in Section 7.5 and Sales and Use Taxes (“Property Taxes”) are Seller’s obligation and liability for periods ending before the Effective Time and the portion of any Straddle Period ending immediately prior to the Effective Time and Buyer’s liability and obligation for periods beginning on or after the Effective Time and the portion of any Straddle Period beginning at the Effective Time.

7.2.2 For purposes of Section 2.2 and this Section 7.2, (i) all Property Taxes attributable to (A) any tax period ending prior to the Effective Time and (B) with respect to any period that includes but does not end before the Effective Time (a “Straddle Period”), that portion of such period ending immediately prior to the Effective Time shall be allocated to and be borne by Seller, (ii) all Property Taxes attributable to any tax period or portion thereof occurring on or after the Effective Time (including all Property Taxes for Straddle Periods not apportioned to the Seller pursuant to clause (i)) shall be allocated to and be borne by Buyer, and (iii) upon determination of the actual amounts of Property Taxes, amounts will be remitted and reimbursed from one Party to the other to the extent necessary to cause the appropriate party to bear the Property Taxes allocable to such Party under this Section 7.2.2. For purposes of the allocation between the Parties of Property Taxes that are payable with respect to Straddle Periods (A) in the case of Property Taxes based upon the severance or production of Hydrocarbons (other than such Property Taxes described in clause (C) below), such Property Taxes shall be allocated to the period in which the severance or production giving rise to such Property Taxes occurred; (B) in the case of Property Taxes that are imposed on a transactional basis (other than such Property Taxes described in clause (A) above and clause (C) below), such Property Taxes shall be allocated to the tax period in which the transaction giving rise to such Property Taxes occurred; and (C) in the case of Property Taxes that are ad valorem, property, or other similar Property Taxes imposed on a periodic basis pertaining to a Straddle Period, such Property Taxes shall be allocated pro-rata per day between the portion of such Straddle Period ending immediately prior to the date on which the Effective Time occurs (which shall be Seller’s responsibility) and the portion of such Straddle Period beginning on the date on which the Effective Time occurs (which shall be Buyer’s responsibility). For purposes of clause (B) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period of such Straddle Period ending immediately prior to the Effective Time and the period of such Straddle Period beginning on the Effective Time.

7.2.3 With respect to any Property Taxes that have been assessed and paid by Seller as of the Closing Date, Buyer shall reimburse Seller at the Closing for its proportionate share of such Property Taxes, as determined pursuant to Section 7.2.2. With respect to any Property Taxes payable by Seller that have not been assessed and paid as of the Closing Date, Buyer will remit to Seller, at the Closing, Buyer’s proportionate share of such Property Taxes, as determined pursuant to Section 7.2.2, based on a good faith estimate of these taxes at the Closing (using information for the prior year, if available), with a final adjustment and reimbursement true-up in favor or Buyer or Seller upon Buyer’s receipt of evidence of Seller’s payment of such taxes. Otherwise, if either Party pays Property Taxes owed by the other as determined pursuant to Section 7.2.2, upon receipt of evidence of payment by one Party, the nonpaying Party will reimburse the paying Party promptly (but in any case no later than fifteen (15) Business Days after such nonpaying Party receives evidence of payment from the paying Party). Any reimbursement by Buyer to Seller for Buyer’s proportionate share of Property Taxes, as determined pursuant to this Section 7.2, shall be treated as an Upward Adjustment pursuant to Section 2.2.1. Any reimbursement by Seller to Buyer for Seller’s proportionate share of Property Taxes, as determined pursuant to this Section 7.2, shall be treated as a Downward Adjustment pursuant to Section 2.2.2.

7.2.4 With respect to Property Taxes, (a) the Party required to file any tax returns relating to Property Taxes will do so (with the reasonable cooperation of the other Party); (b) Seller will retain authority to settle, compromise, or otherwise resolve any tax suit, audit, investigation, or proceeding by or before any Governmental Authority (including administrative enforcement proceedings), whether civil, criminal, administrative, arbitrative or investigative (including appeal thereof) with respect to Property Taxes (each, a “Tax Proceeding”) for all tax periods ending prior to the Effective Time; and (c) Buyer will have authority to settle, compromise, or otherwise settle any Tax Proceedings for tax periods ending on or after the Effective Time; provided that, with respect to clauses (b) and (c) of this Section 7.2.4, to the extent that the non-controlling Party’s tax liability would reasonably be expected to be adversely affected in such Tax Proceeding, or if such non-controlling party would have an indemnification obligation under this Agreement related to such Property Taxes, the non-controlling Party may participate in the applicable Tax Proceeding, and any settlement, compromise, or other resolution in such Tax Proceeding shall require the non-controlling Party’s consent, which may not be unreasonably withheld, conditioned, or delayed.

7.2.5 The Parties shall cooperate in obtaining any refunds of Property Taxes desired by Buyer or Seller. The amount of any refunds of Property Taxes shall be equitably apportioned between Buyer and Seller in accordance with the principles set forth in Section 7.2.2. Each Party shall forward to the Party entitled to receive a refund of Property Taxes pursuant to this Section 7.2.5 the amount of such refund or return within fifteen (15) days after such refund or return is received, net of any reasonable out-of-pocket costs or expenses incurred by such Party or its Affiliates in procuring such refund.

7.3 Tax and Financial Reporting. Seller and Buyer agree to furnish to each other at Closing or as soon thereafter as practicable after delivery of a written request any and all information and documents reasonably required to comply with tax and financial reporting requirements and audits.

7.4 Sales and Use Taxes. Each of Seller and Buyer shall be responsible for and pay 50% of the federal, state or local sales, transfer, gross proceeds, use and similar fees and taxes caused by the transfer of the Property to Buyer under this Agreement (“Sales and Use Taxes”). If either Party is required to pay such Sales and Use Taxes, the other Party will reimburse such Party for its 50% share of such Sales and Use Taxes.

7.5 Income Taxes. Each Party shall be responsible for its own state and federal income taxes, if any, as may result from this transaction.

7.6 Incidental Expenses. Each Party shall bear its own respective expenses incurred in connection with the negotiation and Closing of this transaction, including its own consultants’ fees, attorneys’ fees, accountants’ fees, and other similar costs and expenses.

ARTICLE 8

MISCELLANEOUS

8.1 Confidentiality and Public Announcements. This Agreement and the terms and provisions hereof, including the Purchase Price, shall be maintained confidential by Buyer and Seller; provided, however, that this Agreement and the terms and provisions hereof may be disclosed (a) to Buyer’s lenders, if any, and its and their consultants, who shall agree to keep such information confidential (and for whom Buyer shall be responsible) and (b) as required by applicable laws or rules and regulation of any Governmental Authority or stock exchange. Notwithstanding the foregoing, either Party may make a press release or other public announcement concerning this transaction on or after the Closing Date without the other Party’s prior written approval so long as any such press release or other public announcement does not contain the name of the non-releasing Party. In addition:

8.1.1 In connection with this Agreement, Seller, through itself or through its representatives, has provided Buyer with certain confidential, non-public, and/or proprietary information concerning the Property (“Confidential Information”). Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of any disclosure resulting from an act or omission by Buyer, (ii) is or becomes lawfully known to Buyer on a non-confidential basis from a source other than Seller, provided that such source is not known to Buyer, after due inquiry, to be subject to any contractual, legal, fiduciary or other obligation of confidentiality with respect to such information, (iii) is within the possession of Buyer or any of its Representatives prior to being furnished to Buyer pursuant hereto, or (iv) is independently developed by Buyer or any of its Representatives without the use of the Confidential Information. As to Buyer, “Representatives” means Buyer’s Affiliates, employees, directors, members, consultants, attorneys, agents, other representatives. For purposes of this Section 8.1, the Affiliates of Buyer specifically include Rife Resources Inc., Rife Resources Management Ltd., Canpar Holdings Ltd., Evergreen Royalties Ltd., and Freehold Royalties Partnership. All Confidential Information disclosed by or on behalf of Seller to Buyer shall remain the property of Seller. No licenses or rights under any patent, copyright, trademark, trade name, trade secret or other intellectual property are granted to Buyer or are to be implied by reason of this Agreement.

8.1.2 Buyer shall keep the Confidential Information in strict confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that Buyer may make any disclosure of the Confidential Information to which Seller gives its prior written consent. Seller acknowledges that Buyer and its Representatives may presently own oil and gas interests or have leads, prospects, information, or ideas on properties or leaseholds that may relate to or involve all or some portion of the Interests and/or lands adjacent or adjoining to the Interests that have been or may be acquired by Buyer and/or its Representatives independently of Seller’s Confidential Information (the “Independent Interests”). Notwithstanding anything to the contrary set forth in this Agreement, Buyer and its Representatives shall not be precluded from working on Independent Interests in any future activity solely by virtue of its receipt of the Confidential Information, provided, however, neither Buyer nor its Representatives shall use or disclose any Confidential Information in connection with work on the Independent Interests.

8.1.3 In the event that Buyer or any of its Representatives receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another Governmental Authority, Buyer shall (i) promptly notify Seller of the existence, terms and circumstances surrounding such a request, (ii) consult with Seller on the advisability of taking steps to resist or narrow such request, (iii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information that Buyer is advised by its legal counsel is legally required to be disclosed, and (iv) cooperate with Seller in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed.

8.1.4 Notwithstanding anything to the contrary in this Section 8.1 or elsewhere in this Agreement, the Parties may disclose the terms of this Agreement, including the Purchase Price and status of Closing, to their Affiliates and their respective limited partners or other owners, including any entity that performs managerial services for either Party, or any representatives, agents or attorneys, in each case who shall be required to keep such information confidential except as otherwise required by applicable laws or rules and regulation of any Governmental Authority or stock exchange.

8.2 Notices. All notices under this Agreement must be in writing. Any notice under this Agreement may be given by email, personal delivery, facsimile transmission, U.S. mail (postage prepaid),

or commercial delivery service, and will be deemed duly given when received by the Party charged with such notice and addressed as follows:

If to Seller:
With a copy to, which shall not constitute notice:

[Seller name redacted]
[Address redacted]
[Address redacted]
Attention: [name redacted]
Email: [email address redacted]

If to Buyer:
Freehold Royalties (USA) Inc.
1000, 517 – 10 Avenue S.W.
Calgary, AB T2R 0A8
Attention: [name redacted]
Email: [email address redacted]

[Name redacted]
[Address redacted]
[Address redacted]
Attention: [name redacted]
Email: [email address redacted]

With a copy to, which shall not constitute notice:

Bryan Cave Leighton Paisner LLP
1700 Lincoln Street
Denver, Colorado 80203
Attention: [name redacted]
Email: [email address redacted]

Any Party, by written notice to the other, may change the address or the individual to which or to whom notices are to be sent under this Agreement.

8.3 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other, and any such assignment of this Agreement shall include a corresponding share of the assigning Party’s right, title and interest in and to the Property. Further, any assignment will not relieve the assigning Party of its obligations under this Agreement without the written consent of the non-assigning Party.

8.4 Entire Agreement and Amendment. This Agreement constitutes the entire understanding between the Parties, replacing and superseding all prior negotiations, discussions, arrangements, agreements and understandings between the Parties regarding the subject transaction and subject matter hereof (whether written or oral), excepting any written agreements that may be executed by the Parties concurrently or after the execution of this Agreement. No agreement, statement, or promise made by any Party, or to any employee, officer or agent of any Party, that is not contained in this Agreement shall be binding or valid. This Agreement may be amended, modified, altered or supplemented only by written agreement signed by duly authorized representatives each of the Parties; provided, however, for the avoidance of doubt, the Option Agreement shall be deemed to amend and/or supplement this Agreement if executed by the Parties, as contemplated in the Option Agreement.

8.5 Successors and Assigns. This Agreement binds and inures to the benefit of the Parties and their respective permitted successors and permitted assigns, and all the terms, provisions, covenants, obligations, indemnities, representations, warranties and conditions of this Agreement shall be enforceable by the Parties and their respective permitted successors and permitted assigns.

8.6 Third Party Beneficiaries. It is understood and agreed that there shall be no third party beneficiary of this Agreement, and that the provisions hereof do not impart enforceable benefits, rights or remedies in anyone who is not a Party or a permitted successor or permitted assignee of a Party, except that the Persons specified in Section 6.2.1 are intended to be third party beneficiaries of all indemnity provisions set forth in this Agreement.

8.7 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed modified to the extent necessary to make it valid and enforceable and if it cannot be so modified, it shall be deemed deleted and the remainder of this Agreement shall continue and remain in full force and effect.

8.8 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which shall constitute one document.

8.9 Governing Law; Jurisdiction; Venue; Jury Waiver. THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN SELLER AND BUYER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. SELLER AND BUYER CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE UNITED STATES FEDERAL DISTRICT COURTS LOCATED IN FORT WORTH, TARRANT COUNTY, TEXAS (OR IF THE FEDERAL DISTRICT COURTS DO NOT HAVE JURISDICTION, THEN THE STATE COURTS IN FORT WORTH, TARRANT COUNTY, TEXAS) FOR ANY ACTION ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE EXCLUSIVELY LITIGATED IN THE UNITED STATES FEDERAL DISTRICT COURTS LOCATED IN FORT WORTH, TARRANT COUNTY, TEXAS (OR IF THE FEDERAL DISTRICT COURTS DO NOT HAVE JURISDICTION, THEN THE STATE COURTS IN FORT WORTH, TARRANT COUNTY, TEXAS). SELLER AND BUYER WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8.10 Exhibits and Schedules. The Exhibits and Schedules attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. In the event of a conflict or inconsistency between the provisions of the Exhibits, Schedules or the executed Conveyance and the provisions of this Agreement, the provisions of this Agreement shall control and prevail as to such conflict or inconsistency; provided, however, nothing shall limit Buyer’s ability to assert a special warranty claim under the Conveyance. In the event of a conflict or inconsistency between the provisions of the Conveyance and other transaction documents attached to this Agreement as Exhibits or Schedules and the Conveyance and other transaction documents actually executed by the Parties, the provisions of the executed Conveyance and other executed transaction documents shall control and prevail as to such conflict or inconsistency.

8.11 Waiver. Any of the terms, provisions, covenants, representations, warranties or conditions hereof may be waived only by a written instrument executed by the Party waiving compliance. Except as otherwise expressly provided in this Agreement, the failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect such Party’s right to enforce the same. No waiver by any Party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty.

8.12 Interpretation. The Parties stipulate and agree that this Agreement shall be deemed and considered for all purposes to have been jointly prepared by the Parties, and shall not be construed against

any one Party (nor shall any inference or presumption be made) on the basis of who drafted this Agreement or any particular provision hereof, who supplied the form of Agreement, or any other event of the negotiation, drafting or execution of this Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that it contemplates. In construing this Agreement, the following principles will apply:

8.12.1 The omission of certain provisions of this Agreement from the Conveyance does not constitute a conflict or inconsistency between this Agreement and the Conveyance, and will not effect a merger of the omitted provisions. To the fullest extent permitted by law, all provisions of this Agreement are hereby deemed incorporated into the Conveyance by reference.

8.12.2 The Article, Section, Exhibit and Schedule references in this Agreement refer to the Articles, Sections, Exhibits and Schedules of this Agreement. The headings and titles in this Agreement are for convenience only and shall have no significance in interpreting or otherwise affect the meaning of this Agreement.

8.12.3 Any references to “$” or “Dollars” shall mean US Dollars.

8.12.4 The term “Knowledge” shall mean: (i) as applied to Seller, facts or matters within the actual knowledge of the persons identified in Exhibit E (after reasonable inquiry to direct reports of individuals that are employees of Seller on or prior to Closing); and (ii) as applied to Buyer, facts or matters within the actual knowledge of [names redacted] (after reasonable inquiry to direct reports).

8.12.5 The term “Business Day” shall mean any Monday to Friday, inclusive, which is not a federal or banking holiday in the United States according to the U.S. Office of Personnel Management. Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that any deadline under this Agreement that occurs on a federal or banking holiday, Saturday or Sunday shall be automatically extended to the following Business Day, unless expressly stated otherwise or agreed to by the Parties in writing.

8.12.6 The term “Person” means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint-stock company, trust, enterprise, unincorporated organization, or governmental entity.

8.12.7 The term “Affiliate” means, with respect to any Person, any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the specified Person. For the purpose of this definition, the term “control” means ownership of 50% or more of voting rights (stock or otherwise) or ownership interest or the power to direct or cause the direction of the management and policies of the Person in question (by contract or otherwise). Notwithstanding anything to the contrary, for purposes of this Agreement, the term “Affiliate” shall not include, and no provision of this Agreement shall be applicable to (except for purposes of the definition of Seller Indemnified Parties, Section 1.1.10, Section 3.2.6(c), Section 6.2.1 and Section 6.4.4), [Seller Affiliate names redacted].

8.12.8 “Environmental Liabilities” means any and all obligations and liabilities, relating to, or connected in any manner with any applicable law or the subject matter of any applicable law that relates to the control of any pollutant or protection of the environment or natural resources (including the soil, air, surface water, or groundwater), or the release or disposal of hazardous substances (including any pollutants, contaminants, toxic, hazardous, or extremely hazardous substances, materials, wastes, constituents, compounds, or chemicals), including, as the same have been amended as of the Effective Time, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et

seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629 et seq.; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; and the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; and the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j. et seq.

8.12.9 The term “Governmental Authority” means any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court, arbitrator or governmental tribunal.

8.12.10 The term “Fundamental Representations” means those representations and warranties of Seller set forth in [Section references redacted], and the term “Non-Fundamental Representations” means all other representations and warranties of Seller in ARTICLE 3.

8.12.11 The term “Lien” means any lien, mortgage, pledge, charge, deed of trust, collateral assignment, or security interest, of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement) and any option, trust, or other preferential arrangement having the practical effect of any of the foregoing.

8.12.12 [Permitted Encumbrances definition redacted]

8.13 Default and Remedies.

8.13.1 Seller's Remedies. If, as of the Outside Date, Seller is not obligated to close because of the provisions set forth in Section 4.2.1(a), Section 4.2.2(a), or Section 4.2.4(a), Seller may terminate this Agreement pursuant to Section 4.5.3 and receive the Deposit along with any interest and/or income thereon, free of any claims by Buyer or any other Person; provided, however, if Seller elects to terminate on account of Buyer's fails to initiate (or cause to be initiated) the wire for the Deposit in accordance with Section 2.1, Seller's shall be deemed to have elected to terminate pursuant to Section 4.5.6 and Section 8.13.5 shall apply. Thereafter, Seller and Buyer shall promptly execute and deliver joint written instructions to the Escrow Agent to disburse the Deposit together with any interest and/or income thereon to Seller. Subject to Section 8.13.3, the remedies set forth in this Section 8.13.1 shall be Seller's exclusive remedies for Buyer's default, and Seller hereby expressly waives and releases all other remedies.

8.13.2 Buyer's Remedies. If, as of the Outside Date, Buyer is not obligated to close because of the provisions set forth in Section 4.2.1(b), Section 4.2.2(b) or Section 4.2.4(b), Buyer may terminate this Agreement pursuant to Section 4.5.2 and receive a return of the Deposit along with any interest and/or income thereon, free of any claims by Seller or any other Person; provided, however, if, as of the Outside Date, Buyer is also entitled to terminate this Agreement pursuant to Section 4.5.5, Buyer shall also be entitled to recover from Seller, and Seller shall promptly pay to an account designated in writing by Buyer, an amount equal to [Termination Amount redacted] (the "Termination Amount"). Notwithstanding anything herein to the contrary, under no circumstance will Buyer be entitled to terminate this Agreement pursuant to Section 4.5.5 and receive the Termination Amount unless and until Seller materially breaches its covenant in Section 8.14(iii) or Section 8.14(v) and such material breach can be shown by affirmative written evidence provided by Buyer. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE EXTENT OF DAMAGES TO BUYER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE TO OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE TERMINATION AMOUNT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE

CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY. FURTHERMORE, THE PARTIES HAVE FULLY CONSIDERED AND AGREE THAT THE TERMINATION AMOUNT IS FAIR AND REASONABLE, AND EACH PARTY UNDERSTANDS THE IMPLICATIONS OF THE TERMINATION AMOUNT. Subject to Section 8.13.3, the remedies set forth in this Section 8.13.2 shall be Buyer’s sole and exclusive remedy for such default, and Buyer hereby expressly waives and releases all other remedies.

8.13.3 Other Remedies. Notwithstanding anything in this Agreement to the contrary, termination of this Agreement shall not prejudice or impair Seller’s or Buyer’s rights and obligations under Section 8.1 (Confidentiality and Public Announcements) (and any relevant confidentiality agreement entered into among the Parties), and such other portions of this Agreement as are necessary to the enforcement and construction of the foregoing.

8.13.4 Return of Deposit. For the avoidance of doubt, and subject to Section 8.13.5, if this Agreement is terminated by either Party for any reason other than as set forth in this Section 8.13, then the Parties shall, within two (2) Business Days of such termination, execute and deliver (or cause to be delivered) to the Escrow Agent a joint written instruction letter directing the Escrow Agent to release the Deposit to Buyer (free and clear of any claims by Seller).

8.13.5 Failure to Initiate the Deposit. If Buyer fails to initiate (or cause to be initiated) the wire for the Deposit in accordance with Section 2.1, and Seller elects to terminate this Agreement pursuant to Section 4.5.6, neither Party will have any liability to the other Party (aside from any liability contemplated in Section 8.13.3), and Buyer shall be entitled to retain the Deposit.

8.14 Operations of Business. Except as required by law or otherwise approved by Buyer in writing (which approval may be withheld in Buyer’s sole discretion), from the Execution Date until the Closing Date, Seller will (i) conduct its business related to the Property as a reasonable prudent person in the ordinary course consistent with Seller’s recent practices, (ii) not voluntarily terminate, amend, execute or extend any Material Contract, (iii) except for the transactions contemplated by this Agreement or in the ordinary course (consistent with Seller’s obligations in clause (i)), not permit or allow any portion of the Property to be transferred, sold, hypothecated, encumbered (other than third party encumbrances affecting the Property that do not result from any act or omission of Seller or its Affiliates) or otherwise disposed of (including any depth severances), (iv) not make any election or be deemed to have made an election or non-election under any agreement (including any Material Contract) and (v) not enter into an agreement with respect to any of the foregoing.

8.15 Waiver of Right to Rescission. Seller and Buyer acknowledge that, following the Closing, the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement. As the payment of money shall be adequate compensation, following the Closing, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby.

8.16 Waiver of Consumer Rights. AS PARTIAL CONSIDERATION FOR THE PARTIES ENTERING INTO THIS AGREEMENT, EACH PARTY HEREBY WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES CONSUMER PROTECTION ACT, ARTICLE 17.41 ET SEQ., TEXAS BUSINESS AND COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTION, AND ALL OTHER CONSUMER PROTECTION LAWS OF THE STATE OF TEXAS, OR OF ANY OTHER STATE, THAT MAY BE APPLICABLE TO THIS TRANSACTION, THAT MAY BE WAIVED BY SUCH PARTY. IT IS NOT THE INTENT OF EITHER PARTY TO WAIVE, AND NEITHER PARTY DOES HEREBY WAIVE, ANY LAW OR PROVISION

THEREOF THAT IS PROHIBITED BY LAW FROM BEING WAIVED. EACH PARTY REPRESENTS THAT IT HAS HAD AN ADEQUATE OPPORTUNITY TO REVIEW THE PRECEDING WAIVER PROVISION, INCLUDING THE OPPORTUNITY TO SUBMIT THE SAME TO LEGAL COUNSEL FOR REVIEW AND ADVICE AND AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION VOLUNTARILY CONSENTS TO THIS WAIVER, AND UNDERSTANDS THE RIGHTS BEING WAIVED HEREIN.

8.17 Arm’s Length Negotiation. The Parties acknowledges and agrees that this Agreement is the result of good faith, arm’s length negotiations which have resulted in an agreement that is fair and equitable to both Parties. Each Party has had an opportunity to review and consult with independent counsel of such Party’s choosing in negotiation of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the authorized representatives of Seller have executed this Agreement on the Execution Date.

SELLER:

[Seller name redacted]

By: _______

Name: _______

Title: _______

Signature Page of Seller to Purchase and Sale Agreement

IN WITNESS WHEREOF, the authorized representative of Buyer has executed this Agreement on the Execution Date.

BUYER:

FREEHOLD ROYALTIES (USA) INC.

By: _________

Name: _________

Title: _________

Signature Page of Buyer to Purchase and Sale Agreement

EXHIBIT A-1
TRACTS

[Tracts redacted]

EXHIBIT A-2
WELLS

[Wells redacted]

EXHIBIT B
FORM OF CONVEYANCE

{attached}

ASSIGNMENT AND CONVEYANCE

STATE OF TEXAS

COUNTY OF [·]

KNOW ALL PERSONS BY THESE PRESENTS:

This Assignment and Conveyance (this “Conveyance”) is made and entered into by [Grantor name, manner of formation and address redacted] (“Grantor”), to and for the benefit of Freehold Royalties (USA) Inc., a Delaware corporation, whose address is 1000, 517 – 10 Avenue S.W., Calgary, AB T2R0A8 (“Grantee”), to be effective for all purposes as of December 1, 2024, at 12:01 a.m. prevailing Central time (the “Effective Time”). Grantor and Grantee are sometimes referred to herein each individually as a “Party” and together as the “Parties”. This Conveyance is made pursuant to that certain Purchase and Sale Agreement dated December 9, 2024, by and between Grantor, as Seller, and Grantee, as Buyer (the “Purchase Agreement”).

The Property. Subject to the terms and conditions of this Conveyance and the Purchase Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, effective as of the Effective Time, Grantor hereby SELLS, ASSIGNS, CONVEYS, DELIVERS, GRANTS, BARGAINS and TRANSFERS to Grantee an undivided fifty percent (50%) of Grantor’s right and title to, and interest in, and all privileges and obligations appurtenant to, the following described property rights, interests, privileges and obligations (such undivided fifty percent (50%) interest in and to the property rights, interests, privileges and obligations, save and except the Excluded Assets described in Section 2, collectively, the “Property”):

1.1 all fee interests, royalty interests and non-participating royalty interests in oil, gas and related hydrocarbon substances, and all other minerals, and any other rights, interests or obligations in and to the oil, gas and related hydrocarbon substances and all other minerals, in, on, under or that may be produced from the tracts or parcels of land more fully described on Exhibit A-1 (collectively, the “Tracts”) (collectively, to the extent not included in the ORRI, the “Subject Minerals”);

1.2 all overriding royalty interests in the Tracts and in the oil, gas and/or mineral or other leases covering the Tracts (the “ORRI”) (the Subject Minerals and the ORRI may be referred to collectively as the “Interests” or each individually as an “Interest”);

1.3 all lands pooled, communitized, unitized, or acreage subject to a production sharing agreement, which includes all or any portion of the Interests (collectively, the “Units”);

1.4 any and all interests in Hydrocarbons produced through the wellbores of oil and/or gas wells, whether producing, shut-in, or abandoned, located upon any Tract or Unit (collectively, the “Wells”);

1.5 any and all easements, rights-of-way, rights of surface use and access, rights of ingress and egress over and across, and all rights to use and occupy, in each case, the surface and subsurface of the Tracts;

1.6 to the extent assignable or transferable (provided, however, that Grantor shall use commercially reasonable efforts to obtain consent to assignment thereof prior to Closing, including by paying any applicable fees if Grantee agrees to reimburse Grantor for any such fees prior to Grantor paying such fees), all contractual rights, obligations and interests in all agreements, leases (including oil, gas and/or

mineral leases), and contracts (including any and all operating agreements, pooling, unitization, and communication agreements, declarations, designations, and orders, joint-venture agreements, farm-in and farmout agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, and agreements for the sale and purchase of or processing of oil, gas, casinghead gas, or other hydrocarbons), to the extent related to the foregoing (collectively, the "Related Contracts");

1.7 subject to Section 4.4.1 of the Purchase Agreement, copies of all documents, data, instruments, notes, records, title files (including all lease files, production records, division order files, abstracts, title opinions, maps, plats, and contract files), to the extent such are in Grantor’s possession or control or are otherwise reasonably accessible (and, without limiting the foregoing, if Grantee specifically requests, Grantor shall use commercially reasonable efforts to obtain any specific record or other material but is under no obligation to pay for such records or other materials) and are related to the Property (collectively, the "Property Records");

1.8 claims of Grantor for refund of Property Taxes attributable to any period from and after the Effective Time (as determined in accordance with Section 7.2.2 of the Purchase Agreement);

1.9 all deposits, cash, trade credits, take-or-pay amounts, checks in process of collection, cash equivalents, accounts and notes receivable and other funds, in each instance, to the extent attributable to any periods from and after the Effective Time, and security or other deposits made with third Persons from and after the Effective Time, in each instance, to the extent attributable to the other items constituting the Property;

1.10 all claims, rights (including audit rights), demands, complaints, awards, indemnity rights, and causes of action in favor of Grantor or any Affiliate of Grantor to the extent attributable to the Property for time periods from and after the Effective Time (including any and all royalties, contract rights, insurance claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, improper deductions, proceeds from settlements and contract disputes, refunds or other claims of any nature in favor of Grantor and relating or attributable to any time period from and after the Effective Time); and

1.11 all oil, gas, casinghead gas, condensate, distillate and other liquid and gaseous hydrocarbons of every kind or description (the "Hydrocarbons") attributable to the Interests or Wells produced from and after the Effective Time, and all Hydrocarbons for which Grantor receives an Upward Adjustment pursuant to Section 2.2.1(a) of the Purchase Agreement, and all proceeds, benefits, income, payments, royalties or revenues with respect to such Hydrocarbons (including any funds held in suspense by the operator or payor of the Interests attributable to such post-Effective Time proceeds).

To the extent that any of the foregoing are used or relate to both the Property and certain of the Excluded Assets (as such, by way of example but not limitation, ingress and egress rights, road and pipeline easements, and contracts), such assets or rights will be jointly owned by Grantor, as part of the Excluded Assets, and by Grantee, as part of the Property.

Excluded Assets. Notwithstanding any other provision of this Conveyance or the Purchase Agreement to the contrary, the Property to be conveyed and assigned under this Conveyance does not include the following, all of which are reserved by Grantor (collectively, the "Excluded Assets"):

2.1 (a) Grantor’s corporate, partnership, financial and tax records and legal files (excepting title opinions, abstracts and other muniments of title), with the following exceptions: (i) for all such records and files excluding tax records, to the extent specifically related to the Property; and (ii) with

respect to tax records, Grantor will provide Grantee, upon reasonable request, copies of any such tax records (excluding all income, gross receipts, and franchise tax returns) to the extent that such are reasonably necessary for Grantee’s ownership or administration of, or filing of tax returns with respect to, the Property; (b) any of Grantor’s proprietary or confidential records or information, including any records or other materials that cannot be transferred, assigned or disclosed without violating confidentiality or privilege restrictions, provided that Grantor shall use commercially reasonable efforts to obtain consent or waivers with respect to the foregoing, including by paying any costs and expenses if Grantee agrees to reimburse Grantor prior to Grantor paying such costs and expenses; (c) data and other information that cannot be disclosed or assigned to Grantee as a result of confidentiality, anti-assignment or similar arrangements under agreements with Persons unaffiliated with Grantor, provided that Grantor shall use commercially reasonable efforts to obtain consent or waivers with respect to the foregoing, including by paying any costs and expenses if Grantee agrees to reimburse Grantor prior to Grantor paying such costs and expenses; and (d) any and all files, records, contracts and documents relating to Grantor’s efforts to sell any portion of the Property (or any other discussions or negotiations regarding the sale or other disposition of any portion of the Property);

2.2 claims of Grantor for refund of Property Taxes attributable to any period prior to the Effective Time (as determined in accordance with Section 7.2.2 of the Purchase Agreement) and which were paid or otherwise economically borne by Grantor;

2.3 all deposits, cash, checks in process of collection, cash equivalents, accounts and notes receivable and other funds attributable to any periods before the Effective Time, and security or other deposits made with third Persons prior to the Effective Time, in each case, to the extent attributable to the Property;

2.4 all Hydrocarbons attributable to the Property produced prior to the Effective Time, all Hydrocarbons for which Grantee receives a Downward Adjustment pursuant to Section 2.2.2(a) of the Purchase Agreement, and all proceeds, benefits, income, payments, royalties or revenues with respect to such Hydrocarbons;

2.5 all claims, rights, indemnity rights, and causes of action in favor of Grantor or any Affiliate of Grantor arising, occurring or existing prior to the Effective Time or related or attributable to time periods prior to the Effective Time with respect to the Property (including any and all royalties, contract rights, insurance claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, improper deductions, proceeds from settlements and contract disputes, refunds or other claims of any nature in favor of Grantor and relating or attributable to any time period prior to the Effective Time);

2.6 all proceeds, benefits, income and revenues with respect to the Property attributable to periods prior to the Effective Time (including any funds held in suspense by the operator or payor of the Interests attributable to such pre-Effective Time proceeds);

2.7 any and all cost-bearing interest where Grantor has agreed to, or Grantee (following Closing) will have to, bear out-of-pocket costs for drilling, completion, operating or other production costs from and after the Effective Time (collectively, “Working Interests”); provided, however, for the avoidance of doubt, Grantee acknowledges that the Interests and/or Wells may be subject to deductions attributable to post-production costs or other expenses arising from the terms of oil, gas and/or mineral leases or title documents creating the Interests, in each instance, which such Interests and Wells shall not be Working Interests for purposes of this Conveyance; and

2.8 all audit rights arising under any contracts and agreements (including the Related Contracts) or otherwise with respect to periods prior to the Effective Time.

TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges and appurtenances thereto belonging or in anywise appertaining unto Grantee and its successors and assigns, forever, subject to the terms and conditions set forth in this Conveyance and the Purchase Agreement.

Purchase Agreement. This Conveyance is made and accepted subject to all of the terms and provisions of the Purchase Agreement, which are hereby deemed incorporated into this Conveyance for all purposes by this reference to the fullest extent permitted by law. In the event of a conflict between the terms and provisions of this Conveyance and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall take precedence and control to the extent of such conflict. The Purchase Agreement contains certain representations, warranties, disclaimers, assumptions, retentions, waivers and agreements between and among the Parties, some of which survive the delivery of this Conveyance, as provided for therein. Each capitalized term used but not specifically defined in this Conveyance shall have the meanings ascribed to such term in the Purchase Agreement. For purposes of notice to third parties, however, Grantor and Grantee expressly represent and acknowledge that a third party may rely on the descriptions of the Property contained herein for purposes of determining title thereto.
Special Warranty of Title. Subject to the Permitted Encumbrances, Grantor warrants defensible title to the Property unto Grantee and its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through and under Grantor and its affiliates, but not otherwise (the "Special Warranty"). The Parties acknowledge and agree that the foregoing warranty shall constitute a special warranty of title by, through and under Grantor and its affiliates. Subject to the terms and conditions set forth in the Purchase Agreement, this Special Warranty of defensible title will continue after the delivery of this Conveyance for a period of [amount redacted] after the Closing Date and shall thereafter be of no further force or effect except that any claim under such Special Warranty of defensible title that has been asserted prior to the end of such [amount redacted] period shall survive until such claim with respect thereto is resolved. The intended effect of such termination is to bar, from and after the date of termination, any claim or cause of action not yet asserted by the date of such termination with respect to the Special Warranty of defensible title. Grantor hereby assigns and grants to Grantee proportionate rights, claims and causes of action under title warranties given or made by Grantor's respective predecessors in interest with respect to the Property, and Grantee is specifically subrogated to all rights which Grantor may have against such predecessors in interest with respect to the Property, to the extent Grantor may legally transfer such rights and grant such subrogation. Notwithstanding anything herein to the contrary, the recovery on a breach of Grantor's Special Warranty of defensible title shall not exceed the value allocated to any affected Property under the Purchase Agreement; provided, however, if the breach of Grantor's Special Warranty of defensible title relates to a lien or other charge that is undisputed and liquidated in amount, then the value Buyer shall be able to recover for such breach shall be the amount necessary to be paid to remove such lien or other charge.
Disclaimers of Warranties. EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 3 OF THE PURCHASE AGREEMENT, OR IN GRANTOR'S CERTIFICATE TO BE DELIVERED AT CLOSING, OR IN THIS CONVEYANCE (INCLUDING THE SPECIAL WARRANTY OF DEFENSIBLE TITLE CONTAINED HEREIN), AND WITHOUT LIMITING GRANTEE'S RIGHT TO ASSERT A CLAIM FOR GRANTOR'S BREACH OF THE FOREGOING OR FOR GRANTOR'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, GRANTOR MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY (ORALLY OR IN WRITING) AS TO (I) TITLE TO ANY OF THE PROPERTY, (II) THE CONTENTS, CHARACTER, OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING

CONSULTANT OF GRANTOR, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTY, (III) THE QUANTITY, QUALITY, OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE PROPERTY, (IV) THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL, OR STEP-OUT DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE VALUE OF THE PROPERTY OR FUTURE REVENUES GENERATED BY THE PROPERTY, (VI) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTY, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES, (VII) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTY, (VIII) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, (IX) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO GRANTEE OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS CONVEYANCE OR ANY DISCUSSION OR PRESENTATION RELATING THERETO AND (X) COMPLIANCE WITH ANY ENVIRONMENTAL LAW OR THE ENVIRONMENTAL CONDITION OF ANY OF THE PROPERTY, AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT, EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 3 OF THE PURCHASE AGREEMENT, OR IN GRANTOR’S CERTIFICATE TO BE DELIVERED AT CLOSING, OR IN THIS CONVEYANCE (INCLUDING THE SPECIAL WARRANTY OF DEFENSIBLE TITLE CONTAINED HEREIN), AND WITHOUT LIMITING GRANTEE’S RIGHT TO ASSERT A CLAIM FOR GRANTOR’S BREACH OF THE FOREGOING OR FOR GRANTOR’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, THE PROPERTY IS BEING TRANSFERRED “AS IS, WHERE IS,” WITH ALL FAULTS AND DEFECTS, AND THAT GRANTEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS GRANTEE DEEMS APPROPRIATE TO ENTER INTO THIS CONVEYANCE. GRANTOR AND GRANTEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

Further Assurances. Grantor and Grantee agree to (as applicable) execute, acknowledge, and deliver from time to time such further instruments and do such other acts as may be reasonably requested and necessary to effectuate the purposes of this Conveyance.
Successors and Assigns. This Conveyance binds and inures to the benefit of the Parties and their respective permitted successors and permitted assigns, and all the terms, provisions, covenants, obligations, indemnities, representations, warranties and conditions of this Conveyance shall be covenants running with the lands covered by the Property, and enforceable by the Parties and its or their respective permitted successors and permitted assigns.
Governing Law; Venue; Jury Waiver. THIS CONVEYANCE AND THE LEGAL RELATIONS BETWEEN GRANTOR AND GRANTEE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. GRANTOR AND GRANTEE CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE UNITED STATES FEDERAL DISTRICT COURTS LOCATED IN FORT WORTH, TARRANT COUNTY, TEXAS (OR IF THE FEDERAL DISTRICT COURTS DO NOT HAVE JURISDICTION, THEN THE STATE COURTS IN FORT WORTH, TARRANT COUNTY, TEXAS)

FOR ANY ACTION ARISING OUT OF THIS CONVEYANCE OR THE TRANSACTIONS CONTEMPLATED HEREBY. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS CONVEYANCE OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE EXCLUSIVELY LITIGATED IN THE UNITED STATES FEDERAL DISTRICT COURTS LOCATED IN FORT WORTH, TARRANT COUNTY, TEXAS (OR IF THE FEDERAL DISTRICT COURTS DO NOT HAVE JURISDICTION, THEN THE STATE COURTS IN FORT WORTH, TARRANT COUNTY, TEXAS). GRANTOR AND GRANTEE WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONVEYANCE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Severability. If any provision of this Conveyance is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed modified to the extent necessary to make it valid and enforceable and if it cannot be so modified, it shall be deemed deleted and the remainder of this Conveyance shall continue and remain in full force and effect.
Attachments. The Exhibits attached to this Conveyance (including any preamble thereto) are hereby incorporated into this Conveyance by reference and made a part hereof for all purposes.
Counterparts. This Conveyance may be executed in counterparts, each of which shall constitute an original and all of which shall constitute one document.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Conveyance has been executed by Grantor on the date set forth in the acknowledgment below, to be effective for all purposes as of the Effective Time.

GRANTOR:

[Grantor name redacted]

By: _______

Name: _____

Title: _____

STATE OF TEXAS
$ __
COUNTY OF [●]
$ __

The foregoing instrument was acknowledged before me on this the __ day of _, 2024, by _, as _ of [name and manner of formation redacted] on behalf of such [manner of formation].

Notary Public

Printed Name: _______

My Commission Expires: _______

(SEAL)

SIGNATURE AND ACKNOWLEDGEMENT PAGE TO
ASSIGNMENT AND CONVEYANCE

IN WITNESS WHEREOF, this Conveyance has been executed by Grantee on the date set forth in the acknowledgment below, to be effective for all purposes as of the Effective Time.

GRANTEE:

Freehold Royalties (USA) Inc.

By: _________

Name: _______

Title: _____

PROVINCE OF ALBERTA
CITY OF CALGARY

The foregoing instrument was acknowledged before me on this the __ day of __, _, by __, as _____ of Freehold Royalties (USA) Inc., a Delaware corporation, on behalf of such corporation.

Notary Public

Printed Name: _________

My Commission Expires: ______

(SEAL)

SIGNATURE AND ACKNOWLEDGEMENT PAGE TO

ASSIGNMENT AND CONVEYANCE

EXHIBIT C
FORM OF NONFOREIGN AFFIDAVIT

[DATE]

Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder (the “Treasury Regulations”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform Freehold Royalties (USA) Inc., a Delaware corporation (“Transferee”), that withholding of tax is not required upon the disposition of a U.S. real property interest by [Transferor name and manner of formation redacted] (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:

Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Treasury Regulations);
Transferor is not a disregarded entity as defined in § 1.1445-2(b)(2)(iii) of the Income Tax Regulations;
Transferor’s U.S. employer identification number is [____]; and
Transferor’s office address is [Transferor address redacted].

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Transferor.

[Signature Page Follows]

IN WITNESS WHEREOF, the authorized representatives of Transferor have executed this instrument on the date first written above.

TRANSFEROR:

[Transferor name redacted]

By: [Name redacted]

By: ____

Name: [Name redacted]

Title: [Title redacted]

Signature Page to Nonforeign Affidavit

EXHIBIT D
FORM OF OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Option Agreement”) dated as of December [●],¹ 2024 is by and between [Seller name redacted] (“Seller”) and Freehold Royalties (USA) Inc. (“Buyer”). Seller and Buyer may be referred to herein as a “Party,” or collectively as the “Parties”.

RECITALS

A. Seller and Buyers are parties to that certain Purchase and Sale Agreement dated December [●], 2024 (as amended from time to time, the “Purchase and Sale Agreement”). Capitalized terms used in this Option Agreement and not otherwise defined herein will have the meaning ascribed in the Purchase and Sale Agreement.

B. Purchaser has elected to exercise the Option pursuant to this Option Agreement and Section 2.1 of the Purchase and Sale Agreement.

THE PARTIES HERETO, intending to be legally bound and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

Terms

The Additional Interest equals [●]%, and, for the avoidance of doubt, the aggregate interest that Buyer is acquiring under the Purchase and Sale Agreement equals [●]% in Seller’s right, title and interest in and to the described property rights interests, privileges and obligations set forth in Section 1.1 of the Purchase and Sale Agreement (and the Recitals of the Purchase and Sale Agreement and Section 1.1 of the Purchase and Sale Agreement shall be deemed amended to refer to the aggregate interest provided in this Section 1).
The Additional Consideration equals $[●].
Consistent with Section 2.1 of the Purchase and Sale Agreement, the term (i) “Purchase Price” as used in the Purchase and Sale Agreement shall be deemed to equal $[●], which represents the Base Purchase Price plus the Additional Consideration provided herein, and (ii) “Property” as used in the Purchase and Sale Agreement shall be deemed to refer to the aggregate interest that Buyer is acquiring as stipulated in Section 1 of this Option Agreement.
The attached Exhibit A-1 shall be deemed to amend and replace Exhibit A-1 to the Purchase and Sale Agreement.
This Option Agreement is executed and delivered in connection with the Purchase and Sale Agreement. Nothing in this Option Agreement is intended to, nor shall it, extend, amplify or otherwise alter the representations, warranties, covenants and obligations of Buyer or Seller contained in the Purchase and Sale Agreement or the survival thereof.
Section 8.1 – Section 8.12 of the Purchase and Sale Agreement, and Sections 8.15 – Section 8.17 shall be deemed incorporated herein, mutatis mutandis.

[The remainder of this page is intentionally left blank.]

¹ Note to Draft: To be the Closing Date

Signature Page to Form of Option Agreement

SELLER:
[Seller name redacted]

By: _____
Name: _____
Title: _______

Buyer:
Freehold Royalties (USA) Inc.

By: _____
Name: _____
Title: _______

EXHIBIT E
SELLER'S KNOWLEDGE PERSONS

Name	Title
[Name redacted]	[Title redacted]
[Name redacted]	[Title redacted]
[Name redacted]	[Title redacted]
[Name redacted]	[Title redacted]
[Name redacted]	[Title redacted]
[Name redacted]	[Title redacted]

SCHEDULE 3.2.2
CONSENTS TO ASSIGN

[Consents to Assign redacted]

SCHEDULE 3.2.3
SUSPENSE FUNDS

[Suspense Funds redacted]

SCHEDULE 3.2.5

LIENS

[Liens redacted]

SCHEDULE 3.2.6

MATERIAL CONTRACTS

[Material Contracts redacted]

SCHEDULE 3.2.10
NO TRANSFER

[No Transfer redacted]

SCHEDULE 3.2.11

TERM ROYALTIES

[Term Royalties redacted]

SCHEDULE 3.2.13

NON-CONSENT

[Non-Consent redacted]

AI assistant

Freehold Royalties Ltd. M&A Activity 2024

46713_rns_2024-12-10_965cee8d-a9d4-4a11-aa10-d3620cbeebe1.pdf

LIST OF EXHIBITS AND SCHEDULES

PURCHASE AND SALE AGREEMENT

ARTICLE 1

PROPERTY DESCRIPTION

ARTICLE 2 CONSIDERATION

2.2 Adjustments to Purchase Price.

2.2.1 Upward Adjustments.

2.2.2 Downward Adjustments.

2.3 Adjustments After Closing.

2.3.1 Final Settlement Statement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

ARTICLE 4

ARTICLE 5

5.1 Buyer's Assumed Obligations; Seller's Retained Obligations

ARTICLE 6

6.1 Definition of Losses and Claims

6.1.1 Losses

6.1.2 Claims

6.2 Application of Indemnity

6.2.1 Covered Claims and Parties

6.2.2 Non-Recourse Parties

ARTICLE 8

MISCELLANEOUS

AI assistant

Freehold Royalties Ltd. — M&A Activity 2024

46713_rns_2024-12-10_965cee8d-a9d4-4a11-aa10-d3620cbeebe1.pdf

LIST OF EXHIBITS AND SCHEDULES

PURCHASE AND SALE AGREEMENT

ARTICLE 1

PROPERTY DESCRIPTION

ARTICLE 2 CONSIDERATION

2.2 Adjustments to Purchase Price.

2.2.1 Upward Adjustments.

2.2.2 Downward Adjustments.

2.3 Adjustments After Closing.

2.3.1 Final Settlement Statement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

ARTICLE 4

ARTICLE 5

5.1 Buyer's Assumed Obligations; Seller's Retained Obligations

ARTICLE 6

6.1 Definition of Losses and Claims

6.1.1 Losses

6.1.2 Claims

6.2 Application of Indemnity

6.2.1 Covered Claims and Parties

6.2.2 Non-Recourse Parties

ARTICLE 8

MISCELLANEOUS

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