SILVERBOW RESOURCES, INC. (Form: S-3, Received: 08/27/2021 16:27:54)

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As filed with the Securities and Exchange Commission on August 27, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SILVERBOW RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-3940661

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

920 Memorial City Way, Suite 850

Houston, Texas 77024

(281) 874-2700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher M. Abundis

Executive Vice President, Chief Financial Officer,

General Counsel & Secretary

SilverBow Resources, Inc.

920 Memorial City Way, Suite 850

Houston, Texas 77024

(281) 874-2700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Hillary H. Holmes

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, Texas 77002

Telephone: (346) 718-6600

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement becomes effective, as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to Be Registered	Amount to Be Registered⁽¹⁾	Proposed Maximum Offering Price per Security⁽²⁾	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	516,675	$17.12	$8,845,476	$965.04

(1)

Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), the Registrant is also registering hereunder an indeterminate number of additional shares of class A common stock that shall be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act, based on the average of the high and low sales prices of the Registrant’s common stock on August 23, 2021, as reported on the New York Stock Exchange.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 27, 2021

Prospectus

LOGO

516,675 shares of Common Stock

The selling stockholder named in this prospectus (the “selling stockholder”), should it choose to do so after the effectiveness of this registration statement, may offer up to 516,675 shares of common stock, $0.01 par value per share (the “Common Stock”), of SilverBow Resources, Inc. (the “Company”). Such shares were issued by the Company to the selling stockholder in connection with an acquisition by the Company pursuant to a purchase and sale agreement between the Company and the selling stockholder, effective August 1, 2021 (the “Purchase Agreement”). All of these shares of stock are being sold by the selling stockholder named in this prospectus, or its respective transferees, pledgees, donees or successors-in-interest. The selling stockholder will receive all proceeds from the sale of the shares of Common Stock being offered in this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholder. We are required to pay certain offering fees and expenses in connection with the registration of the selling stockholder’s securities and to indemnify the selling stockholder against certain liabilities. For more information related to the selling stockholder, please read “Selling Stockholder.”

This prospectus describes the general manner in which these securities may be offered and sold. If necessary, the specific manner in which these securities may be offered and sold will be described in one or more supplements to this prospectus. Any prospectus supplement may add, update or change information contained in this prospectus. You should carefully read this prospectus, and any applicable prospectus supplement, as well as the documents incorporated by reference herein or therein before you invest in any of our securities.

There can be no assurances that the selling stockholder will sell any or all of the securities offered under this prospectus. The selling stockholder may offer and sell our Common Stock to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. In addition, the selling stockholder may offer and sell these securities from time to time, together or separately. If the selling stockholder uses underwriters, dealers or agents to sell such securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds the selling stockholder expects to receive from that sale will also be set forth in a prospectus supplement.

Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “SBOW.” The last reported sale price of our Common Stock on August 23, 2021, as reported by the NYSE, was $17.12 per share.

See the section entitled “Risk Factors” beginning on page 6 of this prospectus and any similar section contained in any applicable prospectus supplement to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated , 2021.

TABLE OF CONTENTS


	Page
About This Prospectus		1
Forward-Looking Statements		2
Where You Can Find More Information		4
The Company		5
Risk Factors		6
Use of Proceeds		7
Description of Capital Stock		8
Selling Stockholder		15
Plan of Distribution		16
Legal Matters		18
Experts		18

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any dealer, salesperson or other person to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the information in this prospectus or any prospectus supplement or in any document incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date of the document containing the information.

You should read carefully the entire prospectus, as well as the documents incorporated by reference in the prospectus and the applicable prospectus supplement, before making an investment decision.

Unless the context requires otherwise or unless otherwise noted, all references in this prospectus or any accompanying prospectus supplement to “SilverBow Resources” “Company,” “we,” “us,” or “our” are to SilverBow Resources, Inc. and, as applicable, its subsidiaries.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the selling stockholder may, over time, offer and sell the securities described in this prospectus in one or more offerings or resales. This prospectus provides a general description of the securities. Each time the selling stockholder sells any of the securities described herein, the selling stockholder may provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add to, update or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the applicable prospectus supplement. Please carefully read this prospectus, any applicable prospectus supplement and any free-writing prospectus together with the information contained in the documents we refer to under the heading “Where You Can Find More Information.”

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this prospectus and the documents incorporated by reference, regarding our strategy, future operations, financial position, estimated production levels, expected oil and natural gas pricing, estimated oil and natural gas reserves or the present value thereof, reserve increases, capital expenditures, budget, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “budgeted,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties:

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the severity and duration of world health events, including the COVID-19 pandemic, related economic repercussions, including disruptions in the oil and gas industry;

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actions by the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (together with OPEC and other allied producing countries) with respect to oil production levels and announcements of potential changes in such levels;

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operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees, remote work arrangements, performance of contracts and supply chain disruptions;

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shut-in and curtailment of production due to decreases in available storage capacity or other factors;

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volatility in natural gas, oil and NGL prices;

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future cash flows and their adequacy to maintain our ongoing operations;

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liquidity, including our ability to satisfy our short- or long-term liquidity needs;

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our borrowing capacity and future covenant compliance;

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operating results;

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asset disposition efforts or the timing or outcome thereof;

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ongoing and prospective joint ventures, their structures and substance, and the likelihood of their finalization or the timing thereof;

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the amount, nature and timing of capital expenditures, including future development costs;

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timing, cost and amount of future production of oil and natural gas;

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impairments on our properties due to lower commodity prices;

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availability of drilling and production equipment or availability of oil field labor;

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availability, cost and terms of capital;

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timing and successful drilling and completion of wells;

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availability and cost for transportation of oil and natural gas;

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costs of exploiting and developing our properties and conducting other operations;

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competition in the oil and natural gas industry;

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general economic conditions;

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opportunities to monetize assets;

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our ability to execute on strategic initiatives;

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effectiveness of our risk management activities including hedging strategy;

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environmental liabilities;

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counterparty credit risk;

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governmental regulation and taxation of the oil and natural gas industry;

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developments in world oil and natural gas markets and in oil and natural gas-producing countries;

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uncertainty regarding our future operating results; and

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other risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2020, and other filings with the SEC.

All forward-looking statements speak only as of the date they are made. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under in the section entitled “Risk Factors” beginning on page 6 of this prospectus, as well as the other documents that we incorporate by reference into this prospectus and any applicable prospectus supplement, including our Annual Report on Form 10-K for the year ended December 31, 2020, and in subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.

WHERE YOU CAN FIND MORE INFORMATION

The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to another document that we have filed with the SEC. You should read the information incorporated by reference because it is an important part of this prospectus. We incorporate by reference the following information or documents that we have filed with the SEC:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 4, 2021;

•

our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 6, 2021 and for the quarter ended June 30, 2021, filed with the SEC on August 5, 2021;

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our Current Reports on Form 8-K filed with the SEC on April 19, 2021, May 18, 2021, August 4, 2021, August 13, 2021 and August 13, 2021; and

•

the description of our common stock contained in our registration statement on Form 8-A, filed May 2, 2017, as updated by Exhibit 4.5 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as subsequently amended or updated for the purpose of updating the description of our common stock.

In addition, all documents filed after the date of the filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement and all documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any information “furnished” pursuant to Item 2.02 or Item 7.01 with the SEC on any Current Report on Form 8-K and other portions of documents that are “furnished,” but not “filed,” pursuant to applicable rules promulgated by the SEC, unless otherwise noted), prior to the completion or termination of the applicable offering under this prospectus and any applicable prospectus supplement, shall be deemed to be incorporated by reference into this prospectus.

We file annual, quarterly and other reports and other information with the SEC (File No. 1-8754). The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. You may inspect a copy of the registration statement through the SEC’s website. We make available free of charge on or through our Internet website, www.sbow.com, our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our Internet website is not a part of this prospectus and is not incorporated by reference into this prospectus (unless specifically incorporated by reference into this prospectus as described above).

You may obtain any of the documents incorporated by reference into this prospectus from the SEC through the SEC’s website at the address provided above. We will provide to each person, including any beneficial owner, to whom this prospectus is delivered a copy of any or all of the information that is incorporated by reference into this prospectus (excluding any exhibit to those documents, unless the exhibit is specifically incorporated by reference into such documents), at no cost, by visiting our Internet website at www.sbow.com, or by writing or calling us at the following address:

Investor Relations Department

920 Memorial City Way, Suite 850

Houston, Texas 77024

(281) 874-2700

Except as provided above, no other information, including information on our website, is incorporated by reference in this prospectus.

THE COMPANY

SilverBow is an independent oil and gas company headquartered in Houston, Texas. The Company’s strategy is focused on acquiring and developing assets in the Eagle Ford Shale located in South Texas where it has assembled approximately 130,000 net acres across five operating areas. SilverBow’s acreage position in each of its operating areas is highly contiguous and designed for optimal and efficient horizontal well development. The Company has built a balanced portfolio of properties with a significant base of current production and reserves coupled with low-risk development drilling opportunities and meaningful upside from newer operating areas.

Our principal executive offices are located at 920 Memorial City Way, Suite 850, Houston, Texas 77024. The telephone number of our principal executive offices is (281) 874-2700. Our corporate website address is http://www.sbow.com. The information contained on our website does not constitute part of this prospectus.

RISK FACTORS

An investment in our securities involves a significant degree of risk. Before you invest in our securities you should carefully consider those risk factors included in our most recent Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K, which are incorporated herein by reference, and those risk factors that may be included in any applicable prospectus supplement, together with all of the other information included in this prospectus, any prospectus supplement and the documents we incorporate by reference, in evaluating an investment in our securities. If any of the risks discussed in the foregoing documents were to occur, our business, financial condition, results of operations and cash flows could be materially adversely affected. Also, please read the cautionary statement in this prospectus under “Forward-Looking Statements.”

USE OF PROCEEDS

We will not receive any proceeds from the sale by selling stockholder of our Common Stock.

DESCRIPTION OF CAPITAL STOCK

General

As of the date of this prospectus, we are authorized to issue up to 50,000,000 shares of stock, including up to 40,000,000 shares of common stock, par value $0.01 per share, and up to 10,000,000 shares of preferred stock, par value $0.01 per share. As of August 25, 2021, we had 12,760,111 shares of common stock and no shares of preferred stock issued and outstanding.

The following is a summary of the key terms and provisions of our equity securities. You should refer to the applicable provisions of our First Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), our First Amended and Restated Bylaws (our “Bylaws”), the Delaware General Corporation Law (“DGCL”) and the documents we have incorporated by reference for a complete statement of the terms and rights of our capital stock.

Common Stock

Voting Rights. Each holder of common stock is entitled to one vote per share. Subject to the rights, if any, of the holders of any series of preferred stock pursuant to applicable law or the provisions of the certificate of designation creating that series, all voting rights are vested in the holders of shares of common stock. Holders of shares of common stock have noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors, and the holders of the remaining shares voting for the election of directors will not be able to elect any directors.

Dividends. Dividends may be paid to the holders of common stock when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available for their payment, subject to the rights of holders of any preferred stock. We have never declared a cash dividend and we intend to continue our policy of using retained earnings for expansion of our business.

Rights upon Liquidation. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of common stock will be entitled to share equally, in proportion to the number of shares of common stock held by them, in any of our assets available for distribution after the payment in full of all debts and distributions and after the holders of all series of outstanding preferred stock, if any, have received their liquidation preferences in full.

Non-Assessable. All outstanding shares of common stock are fully paid and non-assessable. Any additional common stock we or the selling stockholder offer and issue under this prospectus will also be fully paid and non-assessable.

No Preemptive Rights. Holders of common stock are not entitled to preemptive purchase rights in future offerings of our common stock.

Section 1123. We are prohibited from issuing any nonvoting equity securities to the extent required under Section 1123(a)(6) of the U.S. Bankruptcy Code and only for so long as Section 1123 of the U.S. Bankruptcy Code is in effect and applicable to us.

Listing. Our outstanding shares of common stock are listed on the NYSE under the symbol “SBOW.” Any additional common stock we issue will also be listed on the NYSE.

Preferred Stock

The Board can, without approval of our shareholders, issue one or more series of preferred stock and determine the number of shares of each series and the rights, preferences and limitations of each series. The

following description of the terms of the preferred stock sets forth certain general terms and provisions of our authorized preferred stock. If we offer preferred stock, a description will be filed with the SEC and the specific designations and rights will be described in a prospectus supplement, including the following terms:

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the series, the number of shares offered and the liquidation value of the preferred stock;

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the price at which the preferred stock will be issued;

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the dividend rate, the dates on which the dividends will be payable and other terms relating to the payment of dividends on the preferred stock;

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the liquidation preference of the preferred stock;

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the voting rights of the preferred stock;

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whether the preferred stock is redeemable or subject to a sinking fund, and the terms of any such redemption or sinking fund;

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whether the preferred stock is convertible or exchangeable for any other securities, and the terms of any such conversion; and

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any additional rights, preferences, qualifications, limitations and restrictions of the preferred stock.

The description of the terms of the preferred stock to be set forth in an applicable prospectus supplement will not be complete and will be subject to and qualified in its entirety by reference to the certificate of designation relating to the applicable series of preferred stock. The registration statement of which this prospectus forms a part will include the certificate of designation as an exhibit or incorporate it by reference.

Undesignated preferred stock may enable our Board to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and to thereby protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of the holders of our common stock. For example, any preferred stock issued may rank prior to our common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock may discourage bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.

Any preferred stock will, when issued, be fully paid and non-assessable.

Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Our Bylaws

Some provisions of Delaware law, our Certificate of Incorporation and our Bylaws contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

Section 203 of the DGCL prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

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the transaction is approved by the Board before the date the interested stockholder attained that status;

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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

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on or after such time the business combination is approved by the Board and authorized at a meeting of stockholders by at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

An interested stockholder is defined as a person who, together with any affiliates or associates of such person, beneficially owns, directly or indirectly, 15% or more of the outstanding voting shares of a Delaware corporation. The term “business combination” is broadly defined to include a broad array of transactions, including mergers, consolidations, sales or other dispositions of assets having a total value in excess of 10% of the consolidated assets of the corporation or all of the outstanding stock of the corporation, and some other transactions that would increase the interested stockholder’s proportionate share ownership in the corporation.

We have elected to not be subject to the provisions of Section 203 of the DGCL.

Our Certificate of Incorporation and Our Bylaws

Provisions of our Certificate of Incorporation and our Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Among other things, our Certificate of Incorporation and Bylaws:

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provide for the division of the Board into three classes, each class consisting as nearly as possible of one-third of the whole. The term of office of one class of directors expires each year; with each class of directors elected for a term of three years and until the stockholders elect their qualified successors, subject to the terms of the Nomination Agreement (as defined below);

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provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock or certain board designation rights, and subject to the terms of the Nomination Agreement, be filled by a majority of directors then in office, even if less than a quorum, or by the sole remaining director;

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provide that our Bylaws may be amended by the affirmative vote of the holders of at least 66 2/3% of our then outstanding voting stock;

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provide that special meetings of our stockholders may only be called by our Chairman of the Board, Chief Executive Officer or by a majority of the total number of directors which the Company would have if there were no vacancies;

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authorize the Board to adopt resolutions providing for the issuance of undesignated preferred stock. This ability makes it possible for the Board to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us;

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provide that the authorized number of directors may be changed only by the Board, subject to the terms of the Nomination Agreement;

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establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business (other than proposals submitted in accordance with Rule 14a-8 for inclusion in our proxy proposals) to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, for a proposal to be timely submitted for consideration at an annual meeting, notice must be delivered to our secretary not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our Bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting;

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provide that our Bylaws may be amended by the Board; and

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provide that that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or Bylaws, or (4) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Any person or entity purchasing or otherwise holding any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Certificate of Incorporation regarding exclusive forum. The enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our Certificate of Incorporation is inapplicable or unenforceable.

The exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Director Nomination Agreement

In connection with our emergence from bankruptcy on April 22, 2016 (the “Effective Date”), we entered into the Director Nomination Agreement (the “Nomination Agreement”) with Strategic Value Partners, LLC (“SVP”) and certain other consenting noteholders named therein (the “Consenting Noteholders”). The Nomination Agreement is referenced in the Certificate of Incorporation as necessary to effectuate its terms. Pursuant to the Nomination Agreement:

(1) following the expiration of the initial terms of the Board, the Board will consist of seven members as follows:

(a)

the Chief Executive Officer of the Company, which shall be a Class III Director;

(b)

two nominees designated by SVP (the “SVP Designated Directors”), which shall be one Class I Director and one Class III Director; provided, that (i) the number of nominees designated by SVP shall be reduced to one director, which shall be a Class III Director, at such time as SVP and its affiliates (other than other Consenting Noteholders) (the “SVP Entities”) collectively beneficially own common stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (ii) SVP shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the SVP Entities collectively beneficially own common stock representing an equity percentage of less than 8%;

(c)

two nominees designated by the Consenting Noteholders (excluding SVP until such time that SVP is no longer entitled to designate an SVP Designated Director), which shall be two Class II Directors; provided, that (i) the number of nominees designated by the Consenting Noteholders shall be reduced to one director, which shall be a Class II Director, at such time as the Consenting Noteholders and their affiliates (the “Noteholder Entities”) collectively beneficially own common stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (ii) except as set forth in section (d) below, such Consenting Noteholders shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the Noteholder Entities collectively beneficially own common stock representing an equity percentage of less than 8%;

(d)

for the purposes of calculating the equity percentage in clauses (i) and (ii) of section (c), with respect to SVP’s ownership, the equity percentage shall only include the portion of SVP’s equity percentage that exceeds 15% up to a maximum of 7.9%, until such time that SVP is no longer entitled to designate an SVP Designated Director. At such time that SVP is no longer entitled to designate an SVP Designated Director, all of SVP’s ownership shall be included in the equity percentage calculations in clauses (i) and (ii) of section (c). For the purposes of section (c), the designation right contained in such provision shall still be available at the time SVP is no longer entitled to designate an SVP Designated Director, if at such time, the equity percentage ownership threshold in clause (ii) of section (c) is satisfied; and

(e)

one independent director and one additional director (which will be the Non-Executive Chairman) nominated by the Nominating and Strategy Committee of the Board, which shall be a Class I Director and a Class III Director, respectively.

(2) for so long as such persons are entitled to designate a nominee for director under the terms thereof, SVP and the Consenting Noteholders have the right to remove the respective directors nominated by them pursuant to the Nomination Agreement, and to designate an individual to fill the vacancy created by such removal or upon any other removal of such person as director under the Certificate of Incorporation or Bylaws on the date of such replacement designation.

The Nomination Agreement terminates upon the earlier to occur of (x) such time as the Consenting Noteholders in the aggregate no longer beneficially own common stock representing an equity percentage equal to or greater than 8% or (y) the delivery of written notice to the Company by all of the Consenting Noteholders, requesting the termination of the Nomination Agreement. Further, at such time as a particular Consenting Noteholder no longer beneficially owns any shares of common stock, all rights and obligations of such Consenting Noteholder under the Nomination Agreement will terminate.

Negative Control Rights of Consenting Noteholders

Pursuant to the Certificate of Incorporation, at any time in which one or more directors designated by SVP or the Consenting Noteholders is serving on the Board and Consenting Noteholders own at least 50% of the Company’s issued and outstanding shares of common stock, the Company shall not take any of the following actions if Consenting Noteholders that are party to the Nomination Agreement and that hold in the aggregate at least 50% of the Company’s issued and outstanding shares of common stock object to such action in writing pursuant to the procedures set forth in the Certificate of Incorporation:

(a) the sale or other disposition of assets of the Company or any of its subsidiaries, in any single transaction or series of related transactions, with a fair market value in the aggregate in excess of $75 million, other than (i) any such sales or dispositions to or among the Company and its subsidiaries and (ii) the sale or disposition of hydrocarbons, accounts receivable, surplus or obsolete equipment (excluding the disposition of oil and gas in place and other interests in real property and volumetric production payments) in the ordinary course of business;

(b) any sale, recapitalization, liquidation, dissolution, winding up, bankruptcy event, reorganization, consolidation, or merger of the Company or any of its subsidiaries;

(c) issuing or repurchasing any shares of common stock or other equity securities (or securities convertible into or exercisable for equity securities) of the Company in an amount that is in the aggregate in excess of $5 million, other than (i) pursuant to employee benefit and incentive plans and (ii) the repurchase of capital stock deemed to occur upon the exercise of stock options or other equity awards to the extent such capital stock represents a portion of the exercise price of those stock options or other equity awards and any repurchase of capital stock made in lieu of or to satisfy withholding or similar taxes in connection with any exercise or exchange of stock options, warrants, equity incentives, other equity awards or other rights to acquire capital stock;

(d) incurring any indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the guarantee of indebtedness of another person or entity), in any single transaction or series of related transactions, that is in the aggregate in excess of $75 million, other than (i) any indebtedness incurred to refinance indebtedness issued for less than $75 million (which such amount shall be calculated in the aggregate for any series of related transactions), (ii) intercompany indebtedness, (iii) hedging obligations in the ordinary course of business and not for speculative purposes and (iv) other indebtedness in respect of workers’ compensation claims, insurance contracts, self-insurance obligations, bankers’ acceptances, performance and surety bonds and other similar guarantees of obligations in the ordinary course of business;

(e) entering into any proposed transaction or series of related transactions involving a Change of Control of the Company, which for purposes of this provision, “Change of Control” shall mean any transaction resulting in any person or group (as such terms are defined in Sections 13(d) and 14(d) of the Exchange Act) acquiring “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the total outstanding equity interests of the Company (measured by voting power rather than number of shares);

(f) entering into or consummating any material acquisition of businesses, companies or assets (whether through sales or leases) or joint ventures, in any single transaction or series of related transactions, in the aggregate in excess of $75 million;

(g) increasing or decreasing the size of the Board;

(h) amending the Certificate of Incorporation or the Bylaws of the Company; and

(i) entering into any arrangements or transactions with affiliates of the Company.

The foregoing provisions are not intended to eliminate or reduce any fiduciary duties a member of the Board may have to any stockholder or group of stockholders of the Company that may otherwise exist under the DGCL. Consenting Noteholders are entitled to advanced notice of the foregoing proposed actions in the manner provided in the Certificate of Incorporation.

Limitations of Liability and Indemnification Matters

Our Certificate of Incorporation limits the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

•

for any breach of their duty of loyalty to us or our stockholders;

•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or

•

for any transaction from which the director derived an improper personal benefit.

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our Certificate of Incorporation also provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our Certificate of Incorporation also permits us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We have entered into indemnification agreements with each of our directors and officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in Certificate of Incorporation and the indemnification agreements facilitates our ability to continue to attract and retain qualified individuals to serve as directors and officers.

The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

SELLING STOCKHOLDER

This prospectus relates to 516,675 shares of our Common Stock, which were issued by the Company to the selling stockholder in connection with an acquisition by the Company pursuant to the Purchase Agreement. The filing of the registration statement of which this prospectus forms a part is pursuant to our obligations under the Purchase Agreement. We agreed to pay certain offering fees and expenses in connection with the registration of the selling stockholder’s securities and to indemnify the selling stockholder against certain liabilities.

The information contained in the table below in respect of the selling stockholder (including the number of shares of Common Stock beneficially owned and the number of shares of Common Stock offered) has been obtained from the selling stockholder and has not been independently verified by us. We may supplement this prospectus from time to time in the future to update or change this list of selling stockholders and the number of shares of Common Stock that may be offered and sold by any selling stockholder. The registration for resale of the shares of Common Stock does not necessarily mean that the selling stockholder will sell all or any of these shares. In addition, the selling stockholder may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, shares of Common Stock in transactions exempt from the registration requirements of the Securities Act, after the date on which it provided the information set forth in the table below.

The information set forth in the following table regarding the beneficial ownership after resale of the shares of Common Stock is based upon the assumption that the selling stockholder will sell all of the shares of Common Stock beneficially owned by it that are covered by this prospectus. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of Common Stock and the right to acquire such voting or investment power within 60 days through the exercise of any option, warrant or other right. Except as described in the footnotes to the following table, the selling stockholder named in the table has not held any position or office or had any other material relationship with us or our affiliates during the three years prior to the date of this prospectus. The inclusion of any shares of Common Stock in this table does not constitute an admission of beneficial ownership for the selling stockholder named below.

As of August 25, 2021, there were 12,760,111 shares of our Common Stock issued and outstanding.


	Shares of Common Stock beneficially owned prior to the offering							Shares of Common Stock beneficially owned after the offering
Name of selling stockholder	Number		Percentage			Shares of Common Stock to be offered		Number		Percentage
San Isidro Energy Company II, LLC(1)		516,675		4.0	%		516,675		0		0	%

(1)	Mr. Blackstone Dilworth is the sole member of San Isidro Energy Company II, LLC and has sole voting and investment power with respect to the shares held by San Isidro Energy Company II, LLC.

PLAN OF DISTRIBUTION

As of the date of this prospectus, we have not been advised by the selling stockholder as to any plan of distribution. Distributions of the shares of Common Stock by the selling stockholder, or by its partners, pledgees, donees (including charitable organizations), transferees or other successors in interest, may from time to time be offered for sale either directly by such individual, or through underwriters, dealers or agents or on any exchange on which the shares of Common Stock may from time to time be traded, in the over-the-counter market, or in independently negotiated transactions or otherwise. The methods by which the shares of Common Stock may be sold include:

privately negotiated transactions;

underwritten transactions;

exchange distributions and/or secondary distributions;

sales in the over-the-counter market;

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

a block trade (which may involve a cross trade) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;

short sales;

10.

through the writing of options on the shares, whether or not the options are listed on an options exchange;

11.

through the distribution of the shares by any selling stockholder to its partners, members or stockholders;

12.

a combination of any such methods; and

13.

any other method permitted pursuant to applicable law.

The selling stockholder may also sell shares of Common Stock pursuant to an exemption from regulation pursuant to Rule 144 under the Securities Act, if available, rather than under this prospectus.

Transactions may be effected by the selling stockholder at market prices prevailing at the time of sale or at negotiated prices. The selling stockholder may effect such transactions by selling the securities to underwriters or through broker-dealers, and such underwriters or broker-dealers may receive compensation in the form of discounts or commissions from the selling stockholder and may receive commissions from the purchasers of the securities for whom they may act as agent. The selling stockholder may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the shares of Common Stock against certain liabilities, including liabilities arising under the Securities Act. We have agreed to register the shares of Common Stock for sale under the Securities Act and to indemnify the selling stockholder and each person who participates as an underwriter in the offering of the shares of Common Stock against certain civil liabilities, including certain liabilities under the Securities Act.

In connection with sales of the securities under this prospectus, the selling stockholder may enter into hedging transactions with broker-dealers, who may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholder also may sell securities short and deliver them to close its short positions, or loan or pledge the securities to broker-dealers that in turn may sell them.

The selling stockholder may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424 or other applicable provision of the Securities Act amending the list of selling stockholder to include the pledgee, transferee or other successors in interest as selling stockholder under this prospectus.

The selling stockholder and any underwriters, dealers or agents that participate in distribution of the securities may be deemed to be underwriters, and any profit on sale of the securities by them and any discounts, commissions or concessions received by any underwriter, dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act.

There can be no assurances that the selling stockholder will sell any or all of the securities offered under this prospectus.

LEGAL MATTERS

The validity of the securities described in this prospectus will be passed upon for us by Gibson, Dunn & Crutcher LLP, Houston, Texas. If the securities are being distributed through underwriters or agents, the validity of the securities will be passed upon for the underwriters or agents by counsel identified in the related prospectus supplement. Matters relating to the securities will be passed for the selling stockholder by its own respective counsel.

EXPERTS

The consolidated financial statements as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 incorporated by reference in this prospectus and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

Information set forth or incorporated by reference in this prospectus regarding our estimated quantities of oil and gas reserves and the discounted present value of future net cash flows therefrom is based upon estimates of such reserves and present values in the report prepared by H.J. Gruy and Associates, Inc., independent petroleum engineers. All such information has been so included on the authority of such firm as expert regarding the matters contained in its reports.

Part II

Information Not Required in Prospectus

Item 14.

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by SilverBow Resources in connection with the sale of securities being registered hereby. All amounts are estimates, except the registration fee.


Item	Amount
SEC registration fee	$	965.04
Accounting fees and expenses			*
Legal fees and expenses			*
Trustees’ fees and expenses			*
Printing and engraving expenses			*
Listing fees			*
Miscellaneous			*

Total			*

*	These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.

Item 15.

Indemnification of Officers and Directors

Delaware General Corporation Law

Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if he acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to

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in Section 145(a) and (b), or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection therewith.

Section 145(d) of the DGCL provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 145(a) and (b). The determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the corporation as authorized in Section 145. The expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon those terms and conditions, if any, as the corporation deems appropriate.

Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145.

Section 145(k) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted in accordance with, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

Article XI of the Certificate of Incorporation provides that the Company’s directors shall not be personally liable to the Company or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such elimination or limitation of liability is not permitted under the.

Article XV of the Certificate of Incorporation provides that each person who at any time is or was a director or officer of the Company, or any person who, while a director or officer of the Company, is or was serving at the Company’s request as a director, officer, employee or agent of another corporation, partnership (limited or general), joint venture, trust, enterprise or nonprofit entity (including service with respect to employee benefit plans), shall be entitled to (1) indemnification and (2) the advancement of expenses incurred by such person in defending any proceeding in advance of its final disposition from the Company as, and to the fullest extent, permitted by applicable laws. The rights conferred in Article XV of the Certificate of Incorporation are

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not exclusive of any other right which any person may have or hereafter acquire under any statute, other provision of the Certificate of Incorporation, Bylaws, a separate agreement, vote of stockholders or disinterested directors or otherwise.

Indemnification Agreements

The Company has entered into indemnification agreements with its directors and certain of its officers. Under the terms of the indemnification agreements, the Company has generally agreed to indemnify an officer or director for liabilities incurred to the fullest extent permitted by the DGCL. Also, as permitted under Delaware law, the indemnification agreements require the Company to advance expenses in defending any such action provided that the director or executive officer undertakes to repay the amounts if the person ultimately is determined not to be entitled to indemnification from the Company.

Directors’ and Officers’ Liability Insurance

The Nomination Agreement provides that the Company shall use its reasonable best efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to SVP and the Consenting Noteholders. As a result, the Company maintains directors’ and officers’ liability insurance.

The above discussion of Section 145 of the Delaware General Corporation Law, the Certificate of Incorporation, the indemnification agreements and the Company’s maintenance of directors’ and officers’ liability insurance is not intended to be exhaustive and is qualified in its entirety by reference to such statute and each respective document.

Item 16.

Exhibits


Exhibit Number		Description

3.1		First Amended and Restated Certificate of Incorporation of SilverBow Resources, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2017, File No. 001-08754).

3.2		First Amended and Restated Bylaws of SilverBow Resources, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2017, File No. 001-08754).

4.1		Form of stock certificate for common stock, $0.01 par value per share (incorporated by reference as Exhibit 4.6 to the Company’s Form S-8 filed April 27, 2016, File No. 333-210936).

10.1*		Purchase and Sale Agreement, effective August 1, 2021, between the SilverBow Resources, Inc., SilverBow Resources Operating, LLC and San Isidro Energy Company II, LLC.

5.1*		Opinion of Gibson, Dunn & Crutcher LLP.

23.1*		Consent of BDO USA, LLP

23.2*		Consent of H.J. Gruy and Associates, Inc.

23.3*		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

24.1*		Power of Attorney (included on signature page).

*	Filed herewith.

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Item 17.

Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or

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prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 27, 2021.


SILVERBOW RESOURCES, INC.

By:		/s/ Sean C. Woolverton
Name:		Sean C. Woolverton
Title:		Chief Executive Officer and Director

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints Sean C. Woolverton and Christopher M. Abundis as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any and all amendments (including pre- and post-effective amendments) to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agent, or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on August 27, 2021.


Signature		Title

/s/ Sean C. Woolverton Sean C. Woolverton		Chief Executive Officer and Director (principal executive officer)

/s/ Christopher M. Abundis Christopher M. Abundis		Executive Vice President, Chief Financial Officer, General Counsel & Secretary (principal financial officer)

/s/ W. Eric Schultz W. Eric Schultz		Controller

/s/ Marcus C. Rowland Marcus C. Rowland		Chairman of the Board

/s/ Michael Duginski Michael Duginski		Director

/s/ Gabriel L. Ellisor Gabriel L. Ellisor		Director

/s/ David Geenberg David Geenberg		Director

II-6


Signature		Title

/s/ Christoph O. Majeske Christoph O. Majeske		Director

/s/ Charles W. Wampler Charles W. Wampler		Director

II-7

Exhibit 5.1

LOGO

August 27, 2021

SilverBow Resources, Inc.

920 Memorial City Way, Suite 850

Houston, Texas 77024

Re:

SilverBow Resources, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to SilverBow Resources, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed offering and sale from time to time pursuant to Rule 415 under the Securities Act by the selling shareholders named therein, together or separately, of up to 516,675 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share.

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion expressed below. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the United States of America and the Delaware General Corporation Law. This opinion is limited to the effect of the current state of the laws of the United States of America and, to the limited extent set forth above, the laws of the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

LOGO

August 27, 2021

Page 2

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND AGREEMENT (this “Agreement”), dated July 30, 2021, is by and between San Isidro Energy Company II, LLC, a Texas limited liability company, whose mailing address is 500 North Shoreline Blvd., Suite 1005, Corpus Christi, Texas 78401 (“Seller”), SilverBow Resources Operating, LLC, a Texas limited liability company, whose mailing address is 920 Memorial City Way, Suite 850, Houston, Texas 77024 (“Buyer”), and SilverBow Resources, Inc., a Delaware corporation (“SilverBow”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

WITNESSETH:

Seller desires to sell and Buyer desires to purchase from Seller, on the terms set forth in this Agreement, all Seller’s right, title and interest to that oil, gas and other leasehold interest and related assets and contracts, effective as of the Effective Date. Therefore, in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, and transfer to Buyer and Buyer agrees to purchase and acquire from Seller at the Closing, but effective as of the Effective Date (as defined in Section 2.3), all of Seller’s right, title, and interest in and to the following assets, other than the Excluded Assets (collectively, the “Assets”), to-wit:

(a) the lands and the oil, gas and mineral lease, and the interest owned therein, described on Exhibit “A” attached hereto, whether the interests of Seller in such property are fee interest, leasehold interests, working interests, farmout rights, or other mineral rights of any nature, subject to the terms, conditions, covenants and obligations set forth in such lease or on Exhibit “A” (the “Lease”);

(b) any and all oil, gas, water, CO2 and disposal wells located on the Lease, including the wells described on Exhibit “B” (the “Wells”), whether plugged and abandoned, temporarily abandoned, or otherwise, and the rights to pooled or unitized acreage of which the Lease and Wells are a part;

(c) all oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, product, liquids and other hydrocarbons (the “Hydrocarbons”) and other minerals of materials of every kind and description produced from the Lease and either (i) in storage on the Effective Date; or (ii) sold on or after the Effective Date.

(d) all permits, licenses, allowances, water rights, registrations, consents, orders, approvals, variances, authorizations, servitudes, easements, rights-of-way, surface leases, other surface interests and surface rights to the extent appurtenant to or used in connection with the ownership, operation, production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or produced water from the Lease or any of the Assets;

(e) all equipment, machinery, fixtures, inventory and other personal, movable and mixed property that is owned or held for use in connection with the operation, production, gathering, treating, transportation, or marketing of Hydrocarbons from the Wells, and including well equipment, casing, tubing, pumps, motors, machinery, platforms, rods, tanks, boilers, fixtures, compression equipment, flowlines, pipelines, gathering systems associated with the Wells, manifolds, processing and separation facilities, pads, structures, materials, and other items primarily used in the operation thereof;

(f) all contracts to which Seller is a party or is bound that relate to any of the Assets and (in each case) that will be binding on Buyer from and after the Effective Date, but only to the extent they relate to the Assets and not to other assets of Seller, including: communitization agreements; net profits agreements; production payment agreements; area of mutual interest agreements; joint venture agreements; confidentiality agreements; farmin and farmout agreements; bottom hole agreements; crude oil, condensate, and natural gas purchase and sale, gathering, transportation, and marketing agreements; hydrocarbon storage agreements; acreage contribution agreements; operating agreements; balancing agreements; pooling declarations or agreements; unitization agreements; processing agreements; saltwater disposal agreements; facilities or equipment leases; and other similar contracts and agreements, but exclusive of any master service agreements (collectively, the “Contracts”); and

(g) copies (which may, in Seller’s sole discretion, be electronic copies) of all of the books, files, records, information and data, whether written or electronically stored, primarily relating to the Assets in Seller’s possession, including: (i) land and title records (including prospect files, maps, lease records, abstracts of title, title opinions and title curative documents); (ii) Contract files; (iii) correspondence; (iv) operations, environmental, production, and accounting records; and (v) facility and well records (collectively, the “Records”).

1.2 Excluded Assets. As used herein, “Excluded Assets” shall be (a) except to the extent related to any Assumed Liabilities, all trade credits and all accounts, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets with respect to any period prior to the Effective Date; (b) all claims and causes of actions of Seller (i) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Date, or (ii) with respect to any of the Excluded Assets; (c) all rights, titles, claims, and interests of Seller, except to the extent related to any Assumed Liabilities (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, supplemental bond, letter of credit, guarantees, other securities, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events or damage to or destruction of property, occurring prior to the Effective Date; (d) all Hydrocarbons produced and sold from the Assets with respect to all periods prior to the Effective Date, together with all proceeds from or of such Hydrocarbons; (e) all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Date; (f) all proceeds, income or revenues (and any security or other deposits made) attributable to (i) the Assets for any period prior to the Effective Date, or (ii) any of the other Excluded Assets; (g) all of Seller’s and its affiliates’ proprietary computer software, patents,

trade secrets, copyrights, names, trademarks, logos and other intellectual property; (h) all accounting data related to the Assets relating to the period prior to the Effective Date, (i) all documents and instruments of Seller that may be protected by an attorney-client privilege; (j) all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Date or to any of the Excluded Assets; (k) all (i) lists of prospective purchasers for the transactions contemplated by this Agreement complied by Seller or its representatives, (ii) bids submitted by other prospective purchasers of the Assets, (iii) analyses by Seller or its representatives of any bids submitted by any prospective purchaser, (iv) correspondence between or among Seller and its representatives, and any prospective purchaser other than Buyer; (l) except to the extent related to any Assumed Liabilities, all amounts due or payable to Seller as adjustments or refunds under any Contract with respect to periods before the Effective Date; (m) all of Seller’s corporate minute books, financial records, and other business records that relate to Seller’s business generally; and (n) all communications equipment (including, without limitation, antenna towers, radios, personal computers and associated peripherals, radio and telephone equipment and telemetry devices), tools, and warehouse stock, in each case, that are not used or held for use in connection with the Assets.

ARTICLE II

PURCHASE PRICE

2.1 Purchase Price. The purchase price for the Assets will be $24,000,000.00, as adjusted pursuant to Section 2.1 herein (“Purchase Price”). The Purchase Price consists of (i) $13,000,000 in cash or other immediately available funds (the “Cash Purchase Price”), and (ii) 516,675 fully paid and nonassessable of shares of Common Stock (as defined below) (“Stock Consideration”) of SilverBow Resources, Inc. valued, for purposes of this Agreement, at $21.29 per share of Common Stock, which shall be issued subject to the terms and conditions herein.

2.2 Purchase Price Allocations and Adjustments. The Cash Purchase Price shall be adjusted in the following manner without duplication:

(a) Seller shall be entitled to all revenues, production, proceeds, income, and products from or attributable to the Assets and to all other income, proceeds, receipts, and credits earned with respect to the Assets (the “Revenues”) earned prior to the Effective Date and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets and which were incurred prior to the Effective Date. “Property Costs” shall mean all operating expenses and capital expenditures incurred in the ordinary course of business attributable to the use, operation, and ownership of the Assets, including overhead charges under applicable operating agreements, but excluding asset taxes and the Retained Liabilities. The Cash Purchase Price shall be increased by (i) the value of all merchantable, allowable oil in storage above the pipeline connection on the Effective Date that is credited to the Assets, such value to be the market price in effect as of the Effective Date less applicable taxes, (ii) an amount equal to the costs and expenses (excluding royalties and production taxes paid with respect to the Assets) paid by or economically borne by Seller that are attributable to the Assets from and after the Effective Date, (iii) any amounts, including without limitation, bond and insurance premiums paid by or on behalf of Seller attributable to coverage after the Effective Date, and (iv) an amount equal to the proceeds received by Buyer for the sale of Hydrocarbons produced from the Assets prior to the Effective Date (including any proceeds received by Buyer for the sale of Hydrocarbons produced from the Assets, net of all applicable taxes not reimbursed to Buyer by a purchase of such Hydrocarbons); and

(b) Buyer shall be entitled to all Revenues from and after the Effective Date, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the Assets from and after the Effective Date. The Cash Purchase Price shall be decreased by the following amounts:

(i) An amount equal to the proceeds received by Seller for the sale of Hydrocarbons produced from the Assets attributable to the period from and after the Effective Date (including any proceeds received by Seller for the sale of Hydrocarbons produced from the Assets, net of all applicable taxes not reimbursed to Seller by a purchaser of such Hydrocarbons);

(ii) An amount equal to all other proceeds, income, receipts and credits earned with respect to the Assets from and after the Effective Date and received by Seller;

(iii) An amount equal to the costs and expenses (excluding royalties and production taxes paid with respect to the Assets) paid by or economically borne by Buyer that are attributable to the Assets for the period of time prior to the Effective Date, whether paid before or after the Effective Date; and

(iv) The amount of taxes prorated to Seller in accordance with Section 3.2.

2.3 Effective Date. The “Effective Date” shall be August 1, 2021, as of 7:00 a.m., Central Standard Time.

2.4 Purchase Price Allocations. Seller and Buyer agree that the Purchase Price (plus any other amounts required to be treated as consideration for U.S. federal income tax purposes) shall be allocated among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any similar provision of state, local or foreign law, as appropriate. Each of the Buyer and the Seller shall use commercially reasonable efforts to agree on a determination for tax reporting purposes for the thirty (30) day period following the Final Settlement Date and shall report the transactions contemplated herein consistent with such agreement. In the absence of an agreement, each of the Buyer and the Seller shall make its own determination as to the purchase price allocation.

ARTICLE III

TAXES

3.1 Payment of Taxes. Any sales, use, transfer and similar taxes or fees (which for the avoidance of doubt, does not include Seller’s federal, state or local income taxes) directly associated with this purchase and sale of the Assets will be borne by Buyer. Each Party shall be responsible for its own federal, state and local income taxes, if any, as may result from the transaction contemplated hereby.

3.2 Tax Prorations. Real and personal property taxes for the Assets shall be apportioned between Buyer and Seller as of the Effective Date based upon the valuation used in the 2020 real and personal property taxes assessed on the Assets. Any production, severance, and similar asset taxes other than real and personal property taxes (including any applicable interest or penalties) that are attributable to the severance or production of Hydrocarbons shall be allocated to the period during which the relevant production or severance occurred.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations and Warranties. Seller represents and warrants as follows:

(a) Formation and Qualification. Seller is a Texas limited liability company, duly organized and validly existing, in good standing, under the laws of the State of Texas and is qualified to do business in the State of Texas.

(b) Authority. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary partnership and corporate action on the part of Seller.

(c) Broker’s Fees. Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the origin, negotiation, execution, or performance of this Agreement, for which Buyer could be held responsible.

(d) Consummation of the transaction. Neither the execution and delivery of this Agreement nor the consummation of this transaction will violate or cause a default under (i) any Articles or other provision of any of Seller’s organizational documents; (ii) any material provision of any material contract or agreement or of any bank loan, indenture or credit agreement to which Seller is a party or by which Seller or any of the Assets is bound; (iii) any law, ordinance, rule or regulation of any governmental authority; or (iv) any of the Contracts; or (v) any applicable order, writ, judgment or decree of any court or other competent authority, and will not result in the creation of any lien, charge or encumbrance on any of the Assets, except, in the case of clauses (ii) and (iv), for such violations or defaults that would not reasonably be expected to have a material adverse effect on the value of the Assets.

(e) Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or, to Seller’s knowledge, threatened against Seller.

(f) Consents and Preferential Rights. Except as set forth in the Lease, Seller has not entered into any contracts or agreements that give a third party a right to consent to the assignment of the Assets.

(g) Taxes. Except as set forth on Schedule 4.1(g), (i) all material taxes imposed or assessed with respect to or measured by or charged against or attributable to the Assets have been, or will be, duly and timely paid by or on behalf of Seller, (ii) none of the Assets are subject to any tax audit or other proceeding, (iii) no governmental authority has asserted jurisdiction to tax the owner of the Assets other than a governmental authority to which Seller files and pays Taxes, and (iv) none of the Assets are part of an arrangement that is subject to tax partnership reporting.

(h) Contracts. Except for contracts with Buyer or any of its affiliates, Seller has not entered into any Contract for which any continuing obligation or liability will affect the Assets from and after the Closing.

(i) Operations on the Lease. Except for surface location preparations, Seller has not directly performed any drilling operations on the Lease or lands on which the Lease is situated except for such drilling operations as have been performed by Buyer or its affiliates.

(j) Environmental Compliance. To Seller’s knowledge, except with respect to operations performed by Buyer or its affiliates, Seller has complied on the Leases and Wells with all applicable environmental and health and safety laws, rules, regulations, ordinances, orders, decisions and decrees of all governmental authorities.

(k) Investor Status. Seller is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Seller has such knowledge, skills and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Common Stock. Seller is not acquiring Common Stock as a nominee or agent or otherwise for any other person and was not formed for the purpose of acquiring the Common Stock.

(l) Securities Risks. Seller understands and accepts that the acquisition of the Common Stock comprising the Stock Consideration involves various risks and uncertainties, many of which are summarized in SilverBow’s filings with the SEC. Seller represents that it is able to bear any loss associated with an investment in the shares of Common Stock comprising the Stock Consideration.

(m) Independent Evaluation of Investment. With the assistance of Seller’s own professional advisors, to the extent that Seller has deemed appropriate, Seller has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Common Stock. Seller confirms that it is not relying on any communication (written or oral) of SilverBow or any of its affiliates, as investment or tax advice or as a recommendation to acquire the Common Stock. It is understood that information and explanations related to the terms

and conditions of the securities provided in this Agreement or otherwise by SilverBow or any of its affiliates will not be considered investment or tax advice or a recommendation to acquire SilverBow’s securities, and that neither SilverBow nor any of its affiliates is acting or has acted as an advisor to Seller in deciding to invest in SilverBow’s securities. In accepting the Common Stock, Seller has made its own independent decision that an investment in the Common Stock is suitable and appropriate for Seller.

(n) Purchaser Information. Seller has had access to such information concerning SilverBow, Buyer and the Common Stock and confirms it has been offered the opportunity to ask questions of SilverBow and Buyer and receive answers thereto as it deems necessary to enable it to make an informed investment decision concerning the acquisition of the Common Stock.

(o) No Review. Seller understands that no federal or state agency has passed upon the merits of an investment in the Common Stock or made any finding or determination concerning the fairness or advisability of such an investment.

With respect to any representations and warranties made in this Section 4.1, anything qualified by “Seller’s knowledge” shall be limited to the actual knowledge of Rick McBroom and Paul Dirks, without any duty of inquiry.

4.2 Buyer’s Representations and Warranties: Buyer represents and warrants, as follows:

(a) Formation and Qualification. Buyer is a Texas limited liability company, duly organized and validly existing, in good standing, under the laws of the State of Texas and is qualified to do business in the State of Texas.

(c) Broker’s Fees. Buyer is not a party to, or in any way obligated under, nor does Buyer have any knowledge of, any contract or outstanding claim for the payment of any broker’s or finder’s fee in connection with the origin, negotiation, execution or performance of this Agreement for which Seller could be held responsible.

(d) Consummation of the transaction. Neither the execution and delivery of this Agreement nor the consummation of this transaction will violate or cause a default under (i) any Articles or other provision of Buyer’s certificate of limited partnership, partnership agreement or other organizational documents; (ii) any material provision of any material contract or agreement or of any bank loan, indenture or credit agreement to which Buyer is a party or by which Buyer or any of the Assets is bound; (iii) any law, ordinance, rule or regulation of any governmental authority; or (iv) any applicable order, writ, judgment or decree of any court or other competent authority.

(e) Bankruptcy. There are no bankruptcy proceedings pending, being contemplated by or, to Buyer’s knowledge, threatened against it.

(f) Capitalization of SilverBow.

(i) The authorized capital stock of SilverBow consists of 40,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.01 per share (the “SilverBow Preferred Stock”). All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued in accordance with SilverBow’s First Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), SilverBow’s First Amended and Restated Bylaws (the “Bylaws”), or under the laws of the State of Delaware, are fully paid and nonassessable and were not issued in violation of or subject to any preemptive rights, rights of first refusal or first offer or similar rights created under the Certificate of Incorporation or the Bylaws, and, as of the respective dates of the SEC Filings (as defined below) and the SilverBow Financial Statements, were issued and held as described therein. On the Effective Date, there are 12,197,736 issued and outstanding shares of Common Stock. On the Effective Date, except as set forth on Schedule 4.2(f), SilverBow has no SilverBow Preferred Stock or other equity securities issued or outstanding.

(ii) As of the Closing, the Stock Consideration will be duly authorized in accordance with the Certificate of Incorporation, and, when issued and delivered pursuant to this Agreement in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and will be issued free and clear of any lien or claim and will not have been issued in violation of or subject to any preemptive rights, rights of first refusal or first offer or similar rights created under the Certificate of Incorporation, Bylaws or under the laws of the State of Delaware.

(iii) SilverBow has all requisite power and authority to issue and deliver the Stock Consideration to Seller in accordance with and upon the terms and conditions set forth in this Agreement. As of the Effective Date, all corporate action for the authorization, issuance, transfer and delivery of the Stock Consideration to Seller shall have been validly taken, and no other authorization by any Person is required therefor.

(iv) Since January 1, 2019, SilverBow has not received any notice from the New York Stock Exchange (the “NYSE”) of delisting or noncompliance with the applicable listing and corporate governance rules and regulations of the NYSE, except as disclosed in the SEC Filings.

(g) Authority Relative to this Agreement. The execution, delivery and performance by Buyer and SilverBow of this Agreement and each other transaction document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of each of Buyer and SilverBow. This Agreement has been duly executed and delivered by each of Buyer and SilverBow (and at Closing each other transaction document to which either Buyer or SilverBow is a party will have been duly executed and delivered by such party), and this Agreement constitutes the valid and binding obligations of each of Buyer and SilverBow, and at Closing each other transaction document to which either Buyer or SilverBow is a party will be the valid and binding obligation of such party, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(h) NYSE Listing. The issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the NYSE. SilverBow is in compliance in all material respects with all applicable rules and regulations of the NYSE and there is no suit, action, proceeding or investigation pending or, to the knowledge of the SilverBow, threatened against SilverBow by the NYSE or the Securities and Exchange Commission (the “SEC”) with respect to any intention by such entity to deregister the shares of Common Stock or prohibit or terminate the listing of the shares of Common Stock on the NYSE. SilverBow has taken no action that is designed to terminate the registration of the Common Stock under the Exchange Act.

(i) SEC Filings.

(i) SilverBow has timely filed and furnished with the SEC all forms, reports, certifications, prospectuses, proxy statements, registration statements, schedules, statements, and other documents required to be filed by it since January 1, 2019 under the Securities Act, the Exchange Act, and all other federal securities laws. All forms, reports, certifications, prospectuses, proxy statements, registration statements, schedules, statements, and other documents (including all amendments thereto) filed by SilverBow with the SEC since such date are herein collectively referred to as the “SEC Filings”. The SEC Filings, at the time filed, complied as to form in all material respects with applicable requirements of federal securities laws. None of the SEC Filings, including any financial statements or Schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments received from the SEC staff with respect to the SEC Filings. SilverBow has not received any notification that any of the SEC Filings is the subject of ongoing SEC review or investigation.

(ii) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in or incorporated by reference into the SEC Filings: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for quarterly reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position and the results of operations, changes in stockholders’ equity, and cash flows of SilverBow and its consolidated subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by the applicable rules and regulations of the SEC (but only if the effect of such adjustments would not, individually or in the aggregate, be material).

(j) Securities Laws. Assuming Seller’s representations contained in this Agreement are true and correct, the offer and sale of the shares of Common Stock comprising the Stock Consideration (a) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, (b) have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws, and (c) are and will be accomplished in conformity with all other federal and applicable state securities laws. Neither Buyer nor SilverBow is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Buyer or SilverBow of this Agreement (including, without limitation, the issuance of the shares of Common Stock comprising the Stock Consideration), other than (i) the filings with the SEC of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation D of the Securities Act, (iv) the filings required in accordance with Section 7.4 of this Agreement; and (v) those required by the NYSE.

(k) Investment Company Status. SilverBow is not, and after giving effect to the transactions contemplated by this Agreement, SilverBow will not be, (a) an “investment company” as defined in the Investment Company Act of 1940, as amended (“Investment Company Act”), or (b) a “business development company” (as defined in Section 2(a)(48) of the Investment Company Act).

(l) Controls and Procedures. SilverBow’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) are designed to provide reasonable assurances that material information required to be disclosed by SilverBow in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. SilverBow maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) as required by Rule 13a-15 under the Exchange Act.

(m) Absence of Certain Changes. Since January 1, 2019, except as set forth in the SEC Filings filed as of the Effective Date, there has not occurred any material adverse effect or any event, occurrence, change, discovery or development of a state of circumstances or facts which would, individually or in the aggregate, reasonably be expected to result in a material adverse effect.

ARTICLE V

COVENANTS

5.1 Filings; Consents. Promptly (but in no event later than ten (10) business days) after the Closing Date, Buyer shall, at its sole cost and expense, make all filings with governmental authority necessary to record the assignment and transfer of the Assets and title thereto and to comply with applicable laws, and Seller shall reasonably assist Buyer with such filings. Buyer shall indemnify, defend, and hold harmless Seller and its respective affiliates, and its and their representatives from and against any and all claims, demands, payments, charges, judgments, assessments, losses, liabilities, damages, penalties, fines, expenses, costs, fees, settlements, and deficiencies, including any consultants’ fees, attorneys’ fees, legal, and other costs and expenses suffered or incurred therewith arising out of Seller’s or Buyer’s holding of such title or operatorship of the Assets after the Closing and prior to the securing of any necessary approval, consent, ratification, waiver, or other authorization (including any governmental authority) from any person that is required to be obtained in connection with the execution or delivery of this Agreement. From and after the Closing, Seller shall reasonably assist Buyer in obtaining any consents or waiver of preferential purchase rights set forth on Schedule 4.1(f).

5.2 Access by Seller after Closing. After the Closing Date, Seller and its authorized representatives shall have reasonable access (at Seller’s sole cost and expense) during Buyer’s normal business hours to (i) all books and records of Buyer pertaining to the Assets for periods prior to the Effective Date and (ii) the Assets for the purpose of prosecuting or defending claims, lawsuits or other proceedings, for audit purposes, or to comply with legal process, rules, regulations or orders of any governmental authority. Seller, at its sole expense, may copy any such records that it deems appropriate. Buyer agrees to maintain such books and records for a minimum of three years after Closing.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1 Seller’s Disclaimer.

(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIAL WARRANTY OF TITLE PROVIDED IN THE ASSIGNMENT AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE 4, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING TO (A) TITLE TO ANY OF THE ASSETS, (B) THE CONDITION OF THE ASSETS (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), (C) ANY INFRINGEMENT BY SELLER OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY, AND (D) THE ENVIRONMENTAL CONDITION AND OTHER CONDITION OF THE ASSETS AND ANY POTENTIAL LIABILITY ARISING FROM OR RELATED TO THE ASSETS, IT BEING DISTINCTLY UNDERSTOOD THAT THE ASSETS ARE BEING SOLD AND TRANSFERRED TO BUYER “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS AS TO ALL MATTERS”.

(b) BUYER ACKNOWLEDGES AND AFFIRMS THAT IT HAS MADE ITS OWN INDEPENDENT INVESTIGATION, ANALYSIS, AND EVALUATION OF THE ASSETS (INCLUDING BUYER’S OWN ESTIMATE AND APPRAISAL OF THE EXTENT AND VALUE OF SELLER’S HYDROCARBON RESERVES ATTRIBUTABLE TO THE ASSETS AND AN INDEPENDENT ASSESSMENT AND APPRAISAL OF THE ENVIRONMENTAL RISKS ASSOCIATED WITH THE ACQUISITION OF THE ASSETS). BUYER ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT, IT HAS RELIED ON THE AFOREMENTIONED INVESTIGATION AND SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 4. BUYER HEREBY IRREVOCABLY COVENANTS TO REFRAIN FROM, DIRECTLY OR INDIRECTLY, ASSERTING ANY CLAIM, OR COMMENCING, INSTITUTING, OR CAUSING TO BE COMMENCED, ANY PROCEEDING OF ANY KIND AGAINST SELLER OR ITS AFFILIATES, ALLEGING FACTS CONTRARY TO THE FOREGOING ACKNOWLEDGEMENT AND AFFIRMATION.

6.2 Special Warranty of Title. The Assignment and Bill of Sale shall contain a special warranty of title to the Assets by, through, and under Seller, but not otherwise.

6.3 ASSUMPTION OF LIABILITIES AND INDEMNIFICATION. Except as otherwise provided in Section 7.4 with respect to indemnification rights relating to the Registrable Securities:

(a) FROM AND AFTER THE CLOSING DATE, BUYER HEREBY ASSUMES AND AGREES TO TIMELY FULFILL, PERFORM, PAY AND DISCHARGE ALL RESPONSIBILITY FOR AND RELEASES SELLER, SELLER’S PARENT, SUBSIDIARIES AND AFFILIATES, AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, OTHER EQUITY OWNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH (“SELLER INDEMNIFIED PARTIES”) FROM ANY AND ALL LIABILITY AND RESPONSIBILITY AND AGREES TO AND SHALL FULLY DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS SELLER INDEMNIFIED PARTIES FROM ANY AND ALL DAMAGES, WHATSOEVER MADE OR ASSERTED BY BUYER, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR ANY SHAREHOLDER, PARTNER, OTHER EQUITY OWNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT, ADVISOR OR REPRESENTATIVE THERE OF (“BUYER GROUP”), OR BY ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, GOVERNMENTAL AGENCIES) IN CONNECTION WITH THE FOLLOWING (THE “ASSUMED LIABILITIES”):

(i) ANY AND ALL DAMAGES AND/OR OBLIGATIONS, KNOWN OR UNKNOWN, WHICH ARE BASED UPON, RELATED TO, OR ASSOCIATED WITH THE USE, MAINTENANCE, OWNERSHIP OR OPERATION OF THE ASSETS PRIOR TO, AT, OR AFTER THE EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL DAMAGES AND OBLIGATIONS: (A) FOR PLUGGING, ABANDONMENT, DECOMMISSIONING, AND SURFACE RESTORATION OF THE ASSETS, INCLUDING OIL, GAS, INJECTION, WATER, OR OTHER WELLS AND ALL SURFACE FACILITIES; (B) ATTRIBUTABLE TO OR RESULTING FROM ASSET TAXES AND ASSESSMENTS ATTRIBUTABLE TO THE ASSETS TO THE EXTENT ATTRIBUTABLE TO PERIODS (OR PORTIONS THEREOF) FROM AND AFTER THE EFFECTIVE DATE; AND (C) ATTRIBUTABLE TO THE LEASES AND CONTRACTS. “DAMAGES” SHALL MEAN ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS, PAYMENTS, CHARGES, JUDGMENTS, ASSESSMENTS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, EXPENSES, COSTS, FEES, SETTLEMENTS, AND DEFICIENCIES, INCLUDING ANY ATTORNEYS’ FEES, LEGAL, AND OTHER COSTS AND EXPENSES SUFFERED OR INCURRED THEREWITH.

(ii) ANY ENVIRONMENTAL CONDITION OF THE ASSETS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, SUCH AS MAY ARISE AS A RESULT OF NATURALLY OCCURRING RADIOACTIVE MATERIAL AND ASBESTOS OR OTHERWISE UNDER APPLICABLE ENVIRONMENTAL LAWS, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, 42 U.S.C., SECTION 9601, ET SEQ., AS AMENDED, (“CERCLA”), THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AS AMENDED, THE CLEAN AIR ACT, 42 U.S.C., SECTION 7401, ET SEQ., AS AMENDED, THE FEDERAL WATER POLLUTION ACT OF 1990, 33 U.S.C., SECTION 1251, ET. SEQ.,

AS AMENDED, AND THE OIL POLLUTION ACT OF 1990, 33 U.S.C., SECTION 2701, ET SEQ., AS AMENDED, WHETHER OR NOT SUCH CONDITION IS CAUSED BY EVENTS OR OPERATIONS OR ACTIVITIES ORIGINATING BEFORE OR AFTER THE EFFECTIVE DATE, EXCEPT TO THE EXTENT THE EXISTENCE OF SUCH CLAIMS VIOLATES ANY REPRESENTATION, WARRANTY OR AGREEMENT OF SELLER IN ARTICLE 4;

(iii) ALL OTHER DAMAGES THAT ARISE FROM THE OWNERSHIP OR OPERATION OF THE ASSETS WHETHER BEFORE OR AFTER THE CLOSING DATE, INCLUDING, BUT NOT LIMITED TO, ALL DUTIES, LIABILITIES AND OBLIGATIONS UNDER THE CONTRACTS AND UNDER THE LEASE TO THE EXTENT ATTRIBUTABLE TO THE PERIOD AFTER THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, THE PROPER AND TIMELY PAYMENT OF ROYALTY BURDENS AFFECTING THE LEASE, AS WELL AS UNDER ANY THIRD PARTY CONTRACTS OR AGREEMENTS, BOTH RECORDED AND UNRECORDED, AFFECTING THE ASSETS AND IN EXISTENCE AS OF THE EFFECTIVE DATE; AND ALL OTHER DUTIES, LIABILITIES AND OBLIGATIONS SPECIFICALLY ASSUMED BY BUYER UNDER THIS AGREEMENT WHETHER OR NOT ANY SUCH DUTIES, LIABILITIES AND OBLIGATIONS ARISE PRIOR TO OR AFTER THE CLOSING DATE; AND

(iv) THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF BUYER IN THIS AGREEMENT OR ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT, OR CERTIFICATE EXECUTED OR DELIVERED BY BUYER IN CONNECTION WITH THIS AGREEMENT, AND THE BREACH, OR FAILURE TO PERFORM OR SATISFY, ANY OF BUYER’S COVENANTS IN THIS AGREEMENT OR ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT, OR CERTIFICATE EXECUTED OR DELIVERED BY BUYER IN CONNECTION WITH THIS AGREEMENT.

(v) NOTWITHSTANDING THE FOREGOING, THE ASSUMED LIABILITIES SHALL EXCLUDE, IN ALL SUCH INSTANCES, DAMAGES AND LIABILITIES ARISING OUT OF THE FOLLOWING (COLLECTIVELY, THE “RETAINED LIABILITIES”): (A) ANY CLAIM MADE BY ANY CURRENT OR FORMER EMPLOYEE OF SELLER OR ANY AFFILIATE OF SELLER RELATING TO THEIR EMPLOYMENT WITH SELLER OR ITS AFFILIATES; (B) THE EXCLUDED ASSETS; (C) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY ANY MEMBER OF THE SELLER INDEMNIFIED PARTIES IN CONNECTION WITH THE OWNERSHIP OR OPERATION OF THE ASSETS PRIOR TO THE CLOSING DATE; (D) ANY FORWARD, FUTURES, SWAP, COLLAR, PUT, CALL, FLOOR, CAP, OPTION OR OTHER CONTRACT ENTERED INTO DIRECTLY BY SELLER THAT IS INTENDED TO BENEFIT FROM OR REDUCE OR ELIMINATE THE RISK OF FLUCTUATIONS IN THE PRICE OF COMMODITIES, INCLUDING ANY HYDROCARBONS OR OTHER COMMODITIES, CURRENCIES, INTEREST RATES AND INDICES, AND ANY FINANCIAL TRANSMISSION RIGHTS AND AUCTION REVENUE RIGHTS, AND (E) ANY TAXES ALLOCATED TO SELLER PURSUANT TO THIS AGREEMENT.

(b) SELLER AGREES TO RELEASE AND SHALL INDEMNIFY, DEFEND AND HOLD BUYER, BUYER’S PARENT, SUBSIDIARIES AND AFFILIATES, AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, OTHER EQUITY OWNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH (“BUYER INDEMNIFIED PARTIES”) HARMLESS FROM ANY AND ALL CLAIMS IN CONNECTION WITH THE FOLLOWING: (i) THE INACCURACY OF ANY REPRESENTATION OF SELLER IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT, OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, (ii) THE BREACH, OR FAILURE TO PERFORM OR SATISFY, ANY OF SELLER’S COVENANTS IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT, OR CERTIFICATE EXECUTED OR DELIVERED BY SELLER IN CONNECTION WITH THIS AGREEMENT, AND (iii) THE RETAINED LIABILITIES.

(c) As soon as reasonably practical after obtaining knowledge thereof, the indemnified Party shall notify the indemnifying Party of any claim or demand which the indemnified Party has determined has given or could give rise to a claim for indemnification under this Section 6.2. Such notice shall specify the agreement, representation or warranty with respect to which the claim is made, the facts giving rise to the claim and the alleged basis for the claim, and the amount (to the extent then determinable) of liability for which indemnity is asserted. In the event any action, suit or proceeding is brought with respect to which a Party may be liable under this Section 6.2, the defense of the action, suit or proceeding (including all settlement negotiations and arbitration, trial, appeal, or other proceeding) shall be at the discretion of and conducted by the indemnifying Party. If an indemnified Party shall settle any such action, suit or proceeding without the written consent of the indemnifying Party (which consent shall not be unreasonably withheld), the right of the indemnified Party to make any claim against the indemnifying Party on account of such settlement shall be deemed conclusively denied. An indemnified Party shall have the right to be represented by its own counsel at its own expense in any such action, suit or proceeding, and if an indemnified Party is named as the defendant in any action, suit or proceeding, it shall be entitled to have its own counsel and defend such action, suit or proceeding with respect to itself at its own expense. Subject to the foregoing provisions of this Section 6.2, neither Party shall, without the other Party’s written consent, settle, compromise, confess judgment or permit judgment by default in any action, suit or proceeding if such action would create or attach any liability or obligation to the other Party. The parties agree to make available to each other, and to their respective counsel and accountants, all information and documents reasonably available to them which relate to any action, suit or proceeding, and the parties agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding.

6.4 Liability Limitations.

(a) Survival. After the Closing, any assertion by any Buyer Indemnified party that the Seller is liable (i) for the inaccuracy of any representation or warranty, (ii) for the breach of any covenant, or (iii) for indemnity under the terms of this Agreement must be made in writing and given to the Seller on or prior to the date that is the twelve month anniversary of the Closing Date, except for the representations and warranties included in Section 4.1(g) which shall survive until the date that is 30 days after the expiration of the applicable statute of limitation. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion.

(b) Threshold. Except with respect to the representations and warranties included in Section 4.1(g), none of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (1) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (2) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (3) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the liabilities for such misrepresentations and breaches actually suffered by Buyer exceeds $50,000, and then only to the extent of such excess.

(c) Maximum Liability. Except with respect to the representations and warranties included in Section 4.1(g), Seller shall not be required to indemnify any Buyer Indemnified party or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate $2,400,000.

(d) Benefits. The amount of any liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding insurance proceeds realized or that could be realized by such party if a claim were properly pursued under the relevant insurance arrangements.

(e) Actual Damages. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer on behalf of the Buyer Indemnified Parties and Seller on behalf of the Seller Indemnified Parties waives any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement.

(f) Exclusive Remedy. If the Closing occurs, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Assets shall be pursuant to the express provisions of this Article 6. Any and all (1) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (2) other claims pursuant to or in connection with the Agreement or (3) other claims related to the Assets and the purchase and sale thereof shall be subject to the provisions set forth in this Article 6. Except for claims made pursuant to the express indemnification provisions set forth in this Article 6, (i) Buyer on behalf of each of the Buyer Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise and (ii) Seller on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Buyer or any of its affiliates arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise.

(g) Payment of Money. Seller and Buyer acknowledge that 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 in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby.

6.5 Express Negligence. THE INDEMNIFICATION, RELEASE AND ASSUMED LIABILITIES PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY IN PART FROM THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

ARTICLE VII

CLOSING

7.1 Time and Place of Closing. The sale and purchase of the Assets pursuant to this Agreement (“Closing”) shall be held electronically, or, if not electronically, at the offices of Buyer in Houston, Texas, on or before August 3, 2021 (the “Closing Date”), or at such other time and place as Buyer and Seller may agree in writing. At Closing, Seller will deliver to Buyer a statement setting forth in reasonable detail Seller’s reasonable determination of the Purchase Price, adjusted as provided in Section 2.2, based upon the best information available at that time (the “Preliminary Settlement Statement”). The estimate delivered in the Preliminary Settlement Statement by Seller in accordance with this Section 7.1, will be the Purchase Price to be paid by Buyer to Seller at the Closing.

7.2 Closing Obligations. At the Closing, the following events (“Closing Obligations”) shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:

(a) the delivery of an executed Assignment and Bill of Sale, conveying to Buyer the Assets, containing a special warranty of title against all claims arising by, through or under Seller;

(b) executed counterparts of the Preliminary Settlement Statement;

(c) Buyer shall deliver or cause to be delivered the cash portion of the Purchase Price by wire transfer of immediately available funds to the account designated by Seller;

(d) SilverBow shall deliver to Seller a certificate evidencing the Stock Consideration, free and clear of all liens and restrictions, other than restrictions imposed by this Agreement and applicable securities laws; and

(e) such documents as either Party or counsel for either Party may reasonably request, including letters-in-lieu of transfer order to purchasers of production from the Wells (which shall be prepared and provided by Buyer and reasonably satisfactory to Seller).

7.3 Final Settlement. As soon as practicable after the Closing but no later than 90 days, Seller shall prepare and deliver to Buyer in accordance with this Agreement and generally accepted accounting principles, a statement (“Final Settlement Statement”) setting forth each adjustment to the Cash Purchase Price in accordance with Section 2.2. Within thirty (30) days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-closing adjustment no later than thirty (30) days after Seller has received Buyer’s proposed changes. The date upon which such agreement is reached or upon which the final Cash Purchase Price is established shall be called the “Final Settlement Date”. If the parties cannot agree to the adjustment of the final Cash Purchase Price, then either Buyer or Seller may submit such disputed adjustments to an independent accountant reasonably acceptable to both parties, and the determination made as to such disputed adjustments by such accounting firm shall be final and binding upon Buyer and Seller, it being understood that the accounting firm shall have the authority to resolve only accounting disputes, not legal disputes. The fees charged by such accounting firm shall be borne equally by each Party. If (i) the final Cash Purchase Price is more than the Purchase Price set forth in the Preliminary Settlement Statement, Buyer shall pay by check the amount of such difference to Seller or to Seller’s account (as designated by Seller) or (ii) the final Cash Purchase Price is less than the Purchase Price set forth in the Preliminary Settlement Statement, Seller shall pay by check the amount of such difference to Buyer or to Buyer’s account (as designated by Buyer). Payment by Buyer or Seller shall be made within five (5) days after the Final Settlement Date. However, in no instance shall interest be paid by either Party on the amounts paid pursuant to the provisions of this Article 7.3.

7.4 Registration Rights.

(a) SilverBow agrees that it shall use its reasonable best efforts file with the SEC (at SilverBow’s sole cost and expense) as soon as reasonably practicable after the Closing Date, and, in any event, within thirty (30) calendar days after the Closing Date (the “Filing Date”) a registration statement on Form S-3 under the Securities Act to register the resale of the Registrable Securities (as defined below) from time to time as permitted by Rule 415 under the Securities Act (the “Registration Statement”), and SilverBow shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the Filing Date (but, shall use its commercially reasonable efforts to have the Registration Statement declared effective no later than the earlier of (i) the 45th calendar day (or 90th calendar day if the SEC notifies SilverBow that it will “review” the Registration Statement) following the Filing Date and (ii) the 10th business day after the date SilverBow is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review) (the “Effectiveness Date”); provided, however, that SilverBow’s obligations under this Section 7.4 are contingent upon Seller furnishing in writing to SilverBow such information required to be included in the Registration Statement regarding Seller and any of its affiliates holding Registrable Securities, the securities of SilverBow held by Seller and such affiliates, including, but not limited to, the Registrable Securities held by Seller and such affiliates, and the intended method of disposition of the Registrable Securities as shall be reasonably requested by SilverBow to effect the registration of Registrable Securities and Seller and such affiliates shall execute such documents in connection with such registration as SilverBow or any applicable underwriter may reasonably request that are customary of a selling stockholder in similar situations; provided that Seller shall not in connection with the filing of the Registration Statement be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by SilverBow to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve SilverBow of its obligations to file or effect the Registration Statement as set forth above in this Section 7.4. SilverBow will

provide a draft of the Registration Statement to the Seller for review at least four (4) business days in advance of filing the Registration Statement. In no event shall the Seller be identified as a statutory underwriter in the Registration Statement unless (i) requested by the SEC or SilverBow is advised by its legal counsel that identifying the Seller as a statutory underwriter is required under the Securities Act and (ii) SilverBow has provided Seller with prior written notice that it would be identified as a statutory underwriter in the Registration Statement. SilverBow shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until all such securities cease to be Registrable Securities or such shorter period upon which the Seller has notified SilverBow that such Registrable Securities have actually been sold. SilverBow shall file all reports, and provide all customary and reasonable cooperation, necessary to enable the Seller to resell Registrable Securities pursuant to the Registration Statement or Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission) (“Rule 144”), as applicable, qualify the Registrable Securities for listing on the applicable stock exchange, update or amend the Registration Statement as necessary to include Registrable Securities and provide customary notice to Seller as a holder of Registrable Securities. “Registrable Securities” shall mean, as of any date of determination, the shares of Common Stock comprising the Stock Consideration and any other equity security of SilverBow issued or issuable with respect to the such shares of Common Stock comprising the Stock Consideration by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by SilverBow and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 (and without limitation on the amount of securities sold or the manner of sale and without the requirement for SilverBow to be in compliance with the current public information required under Rule 144(c)(1) or Rule 144(i)(2), if applicable); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

(b) In the case of the registration, qualification, exemption or compliance effected by SilverBow pursuant to this Agreement, SilverBow shall, upon reasonable request, inform Seller as to the status of such registration, qualification, exemption and compliance. At its expense, SilverBow shall:

(i) use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which SilverBow determines to obtain, continuously effective with respect to Seller (it being understood that if Form S-3 is not available to SilverBow during any period SilverBow is required pursuant to this Agreement to keep the Registration Statement effective, then SilverBow shall register the Registrable Securities on Form S-1 or such other form of registration statement as is then available to effect or maintain a registration for resale of the Registrable Securities and such registration statement shall contain a prospectus in such form as to permit Seller to sell such Registrable Securities pursuant to Rule 415 under the Securities Act or any successor or similar rule adopted by the SEC then in effect), and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions;

(ii) advise Seller within five (5) business days:

(A) when a Registration Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto has become effective;

(B) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information;

(C) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(D) of the receipt by SilverBow of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(E) subject to the provisions in this Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus included therein so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, SilverBow shall not, when so advising Seller of such events, provide Seller with any material, nonpublic information regarding SilverBow other than to the extent that providing notice to Seller of the occurrence of the events listed in (A) through (E) above constitutes material, nonpublic information regarding SilverBow, in which case, Seller shall agree to keep confidential the occurrence of any such events listed in (A) through (E);

(iii) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(iv) upon the occurrence of any event contemplated above, SilverBow shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v) use its commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which the shares of Common Stock issued by SilverBow have been listed;

(vi) use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable Seller to sell the Registrable Securities under Rule 144; and

(vii) upon receipt of a legal opinion from outside counsel, reasonably satisfactory to SilverBow, that the shares of Common Stock comprising Stock Consideration are no longer restricted securities, use its commercially reasonable efforts, if requested by Seller, to cause the removal of the restrictive legends from any such shares being sold under the Registration Statement or pursuant to Rule 144 at the time of sale of such shares.

(i) SilverBow agrees to indemnify, to the extent permitted by law, Seller (to the extent a seller under the Registration Statement), its managers, members, directors, officers, agents, and employees, and each person who controls Seller (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all out-of-pocket losses, claims, damages, liabilities and expenses (including, without limitation, any reasonable and documented attorneys’ fees of one law firm), as incurred, that arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing to SilverBow by or on behalf of Seller expressly for use therein or Seller has omitted a material fact from such information or otherwise violated the Securities Act, Exchange Act or any state securities law or any other law, rule or regulation thereunder; provided, however, that the indemnification contained in this Section 7.4(c)(i) shall not apply to amounts paid in settlement of any out-of-pocket losses, claims, damages, liabilities and expenses if such settlement is effected without the consent of SilverBow (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall SilverBow be liable for any out-of-pocket losses, claims, damages, liabilities and expenses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information furnished by Seller, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by Seller in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by Seller, or (D) in connection with any offers or sales effected by or on behalf of Seller in violation of this Agreement.

(ii) Seller agrees to indemnify and hold harmless SilverBow, its directors, officers, agents, employees and each person or entity who controls SilverBow (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained (or not contained in, in the case of an omission) in any information or affidavit so furnished in writing by on behalf of Seller expressly for use therein; provided, however, that the liability of Seller shall be in proportion to and limited to the net proceeds received by Seller from the sale of Registrable Securities giving rise to such indemnification obligation.

(iii) Any person entitled to indemnification pursuant to this Section 7.4(c) shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(iv) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified party and shall survive the transfer of securities.

(v) If the indemnification provided under this Section 7.4(c)(v) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability of Seller shall be limited to net proceeds received by Seller from the sale of Registrable Securities giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by or on behalf of, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7.4(c)(v) from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE VIII

MISCELLANEOUS

8.1 Exhibits and Schedules. The Exhibits and Schedules referred to in this Agreement are hereby incorporated in this Agreement by reference and constitute a part of this Agreement.

Each Party to this Agreement has received a complete set of Exhibits and Schedules as of the execution of this Agreement.

8.2 Expenses. Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement shall be paid by the Party incurring the same, including, without limitation, legal and accounting fees, costs and expenses.

8.3 Notices. All notices and communications required or permitted under this Agreement shall be in writing, and any communication or delivery hereunder shall be deemed to have been duly made when personally delivered to the individual indicated below, or if mailed or by e-mail transmission, overnight courier, or U.S. mail, when received by the Party charged with such notice and addressed as follows:

If to Seller:

San Isidro Energy Company II, LLC

500 North Shoreline Blvd., Suite 1005

Corpus Christi, Texas 78401

Attention: John P. McBroom

Email: rmcbroom@sanisidrodevelopment.com

If to Buyer:

SilverBow Resources Operating, LLC

920 Memorial City Way, Suite 850

Houston, Texas 77024

Attention: Chis Abundis

Email: Legal.Notices@sbow.com

with a copy to:

Gibson, Dunn & Crutcher, LLP

811 Main St., Suite 3000

Houston, Texas 77005

Attention: Stephen Olson

Email: solson@gibsondunn.com

Any Party may, by written notice so delivered to the other parties, change the address or individual to which delivery shall thereafter be made. If any Party rejects or otherwise refuses to accept a notice, or if the notice cannot be delivered because of a change in address for which no notice was given to the Party attempting to give or make such notice, such notice shall be deemed to have been received upon such rejection, refusal, or inability to deliver.

8.4 Amendments. This Agreement may not be amended nor any rights hereunder waived, except by an instrument in writing signed by the Party to be charged with such amendment or waiver and delivered by such Party to the Party claiming the benefit of such amendment or waiver.

8.5 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

8.6 Headings. The headings of the Articles and Sections of this Agreement are for guidance and convenience of reference only and shall not limit or otherwise affect the terms or provisions of this Agreement.

8.7 Counterparts. This Agreement may be executed by Seller, Buyer, and SilverBow in any number of counterparts, each of which shall be deemed an original instrument, but all of which, together, shall constitute but one and the same instrument.

8.8 References. References made in this Agreement, including use of a pronoun, shall be deemed to include where applicable, masculine, feminine, singular or plural, individuals, partnerships or corporations. As used in this Agreement, “Person” shall mean any natural person, corporation, partnership, trust, estate or other entity.

8.9 Governing Law. This Agreement and the transactions contemplated hereby shall be construed in accordance with, and governed by, the laws of the State of Texas. The Parties each consent to the exercise of jurisdiction in person and by the courts of the State of Texas for any action arising out of this Agreement. All proceedings with respect to, arising directly or indirectly in connection with, out of, related to or from this Agreement shall be exclusively litigated in the courts having sites in Harris County, Texas, and each Party waives any objection it may have to venue or jurisdiction therein.

8.10 Entire Agreement. This Agreement (including the Exhibits and Schedules attached hereto) constitutes the entire understanding among the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter.

8.11 Parties in Interest. This Agreement shall be binding upon Buyer, Seller, and SilverBow, and shall inure to the benefit of, Buyer, Seller, SilverBow, the Buyer Indemnified Parties, the Seller Indemnified Parties, and each of their respective successors and permitted assigns, and nothing contained in this Agreement, expressed or implied, is intended to confer upon any other person or entity any benefits, rights or remedies. The parties hereto reserve the power to modify or terminate this Agreement without the consent of any third person on whom rights and remedies are conferred as a result of the transaction contemplated in this Agreement.

8.12 Further Assurances. After Closing, each Party hereto, at the request of the other, shall, from time to time, without additional consideration execute and deliver such further agreements and instruments of conveyance and take such other action as the other Party hereto may reasonably request in order to convey and deliver the Assets to Buyer and to otherwise accomplish the transactions contemplated by the Agreement.

8.13 Public Announcements. Prior to making any public announcement or statement with respect to the transactions contemplated by this Agreement, the Party desiring to make such public announcement or statement shall consult with the other parties hereto and attempt to agree upon the text of a joint public announcement or statement to be made by such parties, and no such announcement or statement may be made by a Party without the prior consent of the other Party, such consent not to be unreasonably withheld; provided, however, that nothing herein shall (1) restrict either Seller or Buyer from making any disclosure required by law or rule of any stock exchange, including any disclosure in the reports filed by a Party with the SEC, or (2) restrict Buyer from disclosing any or all information to prospective investors.

8.14 Records. Seller, at Buyer’s cost and expense, shall deliver originals (if in the possession of Seller) of all Records to Buyer (FOB Seller’s office) within sixty (60) days after the Closing. With respect to any original Records delivered to Buyer, (a) Seller shall be entitled to retain copies of such Records, and (b) Buyer shall retain any such original Records for at least seven (7) years beyond the Closing Date.

[Signature pages follow]

EXECUTED on the day, month and year first above mentioned.


SELLER: San Isidro Energy Company II, LLC

By:		/s/ Blackstone Dilworth
Name: Blackstone Dilworth Title: Manager

Signature Page to Purchase and Sale Agreement


BUYER: SilverBow Resources Operating, LLC

By:		/s/ Christopher M. Abundis
Name: Christopher M. Abundis Title: Executive Vice President, Chief Financial Officer, General Counsel & Secretary

SILVERBOW: SilverBow Resources, Inc.

By:		/s/ Christopher M. Abundis
Name: Christopher M. Abundis Title: Executive Vice President, Chief Financial Officer, General Counsel & Secretary

Signature Page to Purchase and Sale Agreement

EXHIBIT “A”

EXHIBIT “B”

Exhibit 23.1

Tel: 713-960-1706

Fax: 713-960-9549

www.bdo.com

2929 Allen Parkway, 20^th Floor

Houston, TX 77019

Consent of Independent Registered Public Accounting Firm

SilverBow Resources, Inc.

Houston, Texas

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 4, 2021, relating to the consolidated financial statements of SilverBow Resources, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

Houston, Texas

August 27, 2021

H.J. GRUY AND ASSOCIATES, INC.

6575 West Loop South, Suite 550, Bellaire, Texas 77401 • TEL. (713) 739-1000 • FAX (713) 739-6112

EXHIBIT 23.2

CONSENT OF H.J. GRUY AND ASSOCIATES, INC.

We hereby consent to the use of the name H.J. Gruy and Associates, Inc. and of reference to H.J. Gruy and Associates, Inc. and to the inclusion of and references to our report, or information contained therein, dated January 20, 2021, prepared for SilverBow Resources, Inc. in the Registration Statement on Form S-3 filed on or about August 27, 2021.

We further consent to references to this firm under the heading “EXPERTS”.


H.J. GRUY AND ASSOCIATES, INC.

by:		/s/ Marilyn Wilson
Marilyn Wilson, P.E.
Chief Executive Officer

August 27, 2021

Houston, Texas

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company