Summit Midstream Partners, LP (Form: 10-K, Received: 03/01/2023 07:16:20)

Execution Version MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated October 14, 2022, by and among SUMMIT MIDSTREAM HOLDINGS, LLC, OUTRIGGER ENERGY II LLC and OUTRIGGER DJ MIDSTREAM LLC

i TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION ................................................. 1 Section 1.1 Definitions ............................................................................................................... 1 ARTICLE 2 PURCHASE AND SALE; PURCHASE PRICE; CLOSING; ADJUSTMENTS TO PURCHASE PRICE ................................................................ 13 Section 2.1 Purchase and Sale of the Membership Interests .................................................... 13 Section 2.2 Purchase Price ....................................................................................................... 13 Section 2.3 Estimated Adjustment Amount and Post-Closing Final Adjustment Amount .................................................................................................................. 14 Section 2.4 Purchase Price Allocation ..................................................................................... 16 Section 2.5 Withholding .......................................................................................................... 17 ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING SELLER ................... 17 Section 3.1 Status of Seller ...................................................................................................... 17 Section 3.2 Authority; Enforceability ...................................................................................... 18 Section 3.3 Ownership of the Membership Interests ............................................................... 18 Section 3.4 No Conflict ............................................................................................................ 18 Section 3.5 Legal Proceedings ................................................................................................. 19 Section 3.6 Brokers’ Fees ........................................................................................................ 19 Section 3.7 Bankruptcy ............................................................................................................ 19 ARTICLE 4 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP ................................................................................................... 20 Section 4.1 Status of the Company Group ............................................................................... 20 Section 4.2 Authority; Enforceability ...................................................................................... 20 Section 4.3 Capitalization ........................................................................................................ 20 Section 4.4 Indebtedness .......................................................................................................... 21 Section 4.5 No Conflict ............................................................................................................ 21 Section 4.6 Legal Proceedings ................................................................................................. 22 Section 4.7 Financial Matters ................................................................................................... 22 Section 4.8 Absence of Certain Changes ................................................................................. 23 Section 4.9 Intellectual Property Rights ................................................................................... 24 Section 4.10 Title to Company Assets; Real Property ............................................................... 25 Section 4.11 Compliance with Law; Permits ............................................................................. 27 Section 4.12 Labor Matters ........................................................................................................ 28 Section 4.13 Taxes ..................................................................................................................... 29 Section 4.14 Environmental Matters .......................................................................................... 30 Section 4.15 Material Contracts ................................................................................................. 31 Section 4.16 Insurance ............................................................................................................... 33 Section 4.17 Employee Benefits ................................................................................................ 33 Section 4.18 Related Party Transactions .................................................................................... 34 Section 4.19 Brokers’ Fees ........................................................................................................ 34 Section 4.20 Bankruptcy ............................................................................................................ 34 Section 4.21 Certain Payments .................................................................................................. 34

ii Section 4.22 Imbalances ............................................................................................................ 35 Section 4.23 Bank Accounts ...................................................................................................... 35 Section 4.24 Throughput Data ................................................................................................... 35 Section 4.25 Capital Commitments; Capital Expenditures ........................................................ 35 Section 4.26 Preferential Rights ................................................................................................. 35 Section 4.27 Records .................................................................................................................. 35 Section 4.28 Disclaimer ............................................................................................................. 36 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER ....................................... 36 Section 5.1 Status of Buyer ...................................................................................................... 36 Section 5.2 Authorization; Enforceability ................................................................................ 36 Section 5.3 No Conflict ............................................................................................................ 37 Section 5.4 Legal Proceedings ................................................................................................. 38 Section 5.5 Brokers’ Fees ........................................................................................................ 38 Section 5.6 Investment Representation .................................................................................... 38 Section 5.7 Financial Ability ................................................................................................... 38 Section 5.8 Solvency ................................................................................................................ 38 Section 5.9 Defense Production Act ........................................................................................ 38 Section 5.10 Independent Investigation; No Other Representations or Warranties ................... 38 ARTICLE 6 COVENANTS ............................................................................................................. 40 Section 6.1 Covenants Regarding Conduct of the Company Group ........................................ 40 Section 6.2 Governmental Approvals; HSR Act ...................................................................... 44 Section 6.3 Information, Access and Assistance...................................................................... 45 Section 6.4 Public Announcements.......................................................................................... 46 Section 6.5 Commercially Reasonable Efforts ........................................................................ 46 Section 6.6 Non-Competition .................................................................................................. 47 Section 6.7 Tax Matters ........................................................................................................... 48 Section 6.8 Non-Solicitation .................................................................................................... 48 Section 6.9 Confidentiality ...................................................................................................... 49 Section 6.10 Casualty Loss; Condemnation ............................................................................... 50 Section 6.11 No Solicitation of Other Bids ................................................................................ 51 Section 6.12 Transferred Employees ......................................................................................... 52 Section 6.13 Access to Information ........................................................................................... 52 Section 6.14 Representation and Warranty Insurance Policy .................................................... 52 Section 6.15 Seller Marks .......................................................................................................... 53 Section 6.16 Interim Information ............................................................................................... 53 Section 6.17 Records .................................................................................................................. 54 Section 6.18 Data Room ............................................................................................................ 54 Section 6.19 Updated Financial Statements ............................................................................... 54 Section 6.20 Compressors .......................................................................................................... 54 ARTICLE 7 CONDITIONS TO CLOSING .................................................................................... 56 Section 7.1 Buyer’s Closing Conditions .................................................................................. 56 Section 7.2 Seller’s and the Company’s Closing Conditions................................................... 57 ARTICLE 8 CLOSING .................................................................................................................... 58 Section 8.1 Closing .................................................................................................................. 58 Section 8.2 Seller’s Deliverables ............................................................................................. 58

iii Section 8.3 Buyer’s Deliverables ............................................................................................. 59 ARTICLE 9 TERMINATION RIGHTS .......................................................................................... 60 Section 9.1 Termination Rights................................................................................................ 60 Section 9.2 Effect of Termination ............................................................................................ 61 Section 9.3 Remedies ............................................................................................................... 61 ARTICLE 10 SURVIVAL; INDEMNIFICATION ........................................................................... 62 Section 10.1 Survival ................................................................................................................. 62 Section 10.2 Indemnification of Buyer by Seller and of Seller by Buyer .................................. 62 Section 10.3 Indemnification Procedures .................................................................................. 63 Section 10.4 Duty to Mitigate .................................................................................................... 64 Section 10.5 Limits on Indemnification ..................................................................................... 64 Section 10.6 Sole and Exclusive Remedies ............................................................................... 66 Section 10.7 Tax Treatment of Indemnification Payments ........................................................ 66 ARTICLE 11 MISCELLANEOUS .................................................................................................... 66 Section 11.1 Successors and Assigns ......................................................................................... 66 Section 11.2 Notices .................................................................................................................. 67 Section 11.3 Counterparts .......................................................................................................... 68 Section 11.4 Rights .................................................................................................................... 68 Section 11.5 Amendments ......................................................................................................... 68 Section 11.6 No Waiver ............................................................................................................. 68 Section 11.7 Governing Law; Jurisdiction ................................................................................. 68 Section 11.8 Jury Waiver ........................................................................................................... 68 Section 11.9 No Third Party Beneficiaries ................................................................................ 69 Section 11.10 Further Assurances ................................................................................................ 69 Section 11.11 Expenses ................................................................................................................ 69 Section 11.12 Entire Agreement .................................................................................................. 69 Section 11.13 Schedules .............................................................................................................. 69 Section 11.14 Headings ................................................................................................................ 69 Section 11.15 Rights and Remedies ............................................................................................. 69 Section 11.16 Specific Performance ............................................................................................ 69 Section 11.17 No Partnership ....................................................................................................... 70 Section 11.18 Rules of Construction ............................................................................................ 70 Section 11.19 Seller Release ........................................................................................................ 70 LIST OF EXHIBITS Exhibit A Calculation of Adjustment Amount Exhibit B Form of Settlement Statement Exhibit C Representation and Warranty Insurance Policy Conditional Binder Exhibit D Form of Assignment Agreement Exhibit E Form of Transition Services Agreement Exhibit F Outrigger DJ System SCHEDULES

iv Schedule 1.1(a) Company Service Providers Schedule 1.1(b) Knowledge Schedule 1.1(c) Permitted Liens Schedule 3.4(a) Seller Required Governmental Authorizations Schedule 3.4(b) No Conflict Schedule 3.6 Brokers’ Fees Schedule 4.1 Status of the Company Group Schedule 4.3(a) Capitalization Schedule 4.4 Indebtedness Schedule 4.5(a) Company Required Governmental Authorizations Schedule 4.5(b) No Conflict Schedule 4.6 Legal Proceedings Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Matters Schedule 4.7(c) Accounts Receivable Schedule 4.7(d) Accounts Payable Schedule 4.7(e) Undisclosed Liabilities Schedule 4.8 Absence of Certain Changes Schedule 4.10(a) Title to Company Assets Schedule 4.10(b)(i) Owned Real Property Schedule 4.10(b)(ii) Leased Real Property Schedule 4.10(c) Rights-of-Way Schedule 4.11(a) Material Permits Schedule 4.11(b) Compliance with Law Schedule 4.12(b) Labor Disputes Schedule 4.12(c) Labor Proceedings Schedule 4.13 Taxes Schedule 4.14 Environmental Matters Schedule 4.15 Material Contracts Schedule 4.16 Insurance Schedule 4.18 Related Party Transactions Schedule 4.19 Brokers’ Fees Schedule 4.22 Imbalances Schedule 4.23 Bank Accounts Schedule 4.24 Throughput Data Schedule 4.25 Capital Commitments Schedule 5.3(a) Buyer Required Governmental Authorizations Schedule 6.1 Conduct of the Company Group Schedule 6.1(d) Minimum Cash Amounts Schedule 6.19 Updated Financial Statements Schedule 8.2(b) Resignation Persons Schedule 8.2(h) Required Consents Schedule 10.2(a)(ii) Specified Matters

1 MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT, dated October 14, 2022 (the “Execution Date”) is entered into by and among Summit Midstream Holdings, LLC, a Delaware limited liability company (“Buyer”), Outrigger Energy II LLC, a Delaware limited liability company (“Seller”), and Outrigger DJ Midstream LLC, a Delaware limited liability company (the “Company”). Buyer, Seller and the Company are collectively referred to as the “Parties” and individually as a “Party.” RECITALS WHEREAS, Seller owns 100% of the issued and outstanding limited liability company interests in the Company (the “Membership Interests”); WHEREAS, the Company owns 100% of the issued and outstanding limited liability company interests in the Company Subsidiary (as defined below); and WHEREAS, subject to the terms and conditions of this Agreement (as defined below) and the other Transaction Documents (as defined below), the Parties desire that, at the closing of the transactions contemplated by this Agreement and the Transaction Documents, Seller will sell, and Buyer will purchase, the Membership Interests upon the terms set forth herein. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1 Definitions. As used herein, the following terms will have the following meanings: “Accountant” has the meaning provided such term in Section 2.3(e). “Acquisition Proposal” has the meaning provided such term in Section 6.11. “Adjustment Amount” has the meaning provided in Exhibit A. “Adjustment Notice” has the meaning provided such term in Section 2.3(b). “Affiliate” means with respect to a Person, any other Person controlling, controlled by or under common control with such Person. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, the Company Group Members will be Affiliates of Seller only before the Closing, and will be Affiliates of Buyer only after the Closing. “Agreement” means this Membership Interest Purchase and Sale Agreement as amended from time to time in accordance with the terms hereof.

2 “Alternate Operating Scenario” means the scenario contemplated by section VII of the CDPHE General Construction Permit GP02 Version 2. “Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state or foreign statutes, rules, regulations, Orders, decrees, administrative and judicial doctrines and other Laws, including without limitation any antitrust, competition or trade regulation Laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition. “Assignment Agreement” has the meaning provided such term in Section 8.2(c). “Bayou Compressor Unit” means the Company Subsidiary’s 1,680 horsepower Waukesha compressor engine model 7044GSI located at its Bayou Compressor Station located near the Colorado- Wyoming border in Weld County, Colorado. “Base Consideration” has the meaning provided such term in Section 2.2. “Business Day” means any day that is not a Saturday, Sunday or legal holiday in the State of Colorado or the State of Texas and that is not otherwise a federal holiday in the United States. “Buyer” has the meaning provided such term in the Preamble. “Buyer Fundamental Representations and Warranties” means the representations and warranties contained in Sections 5.1 (Status of Buyer), 5.2 (Authorization; Enforceability), 5.3(b)(i) (No Conflict), 5.5 (Brokers’ Fees), and 5.8 (Solvency). “Buyer Indemnified Parties” has the meaning provided such term in Section 10.2(a). “Buyer Material Adverse Effect” means a change, effect, event, circumstance, development, condition or occurrence that, individually or in the aggregate with all other such changes, effects, events, circumstances, developments, conditions and occurrences, prevents or materially delays, or would reasonably be expected to prevent or materially delay, the ability of Buyer to consummate the transactions contemplated by this Agreement or pay the Purchase Price. “Buyer Required Governmental Authorizations” has the meaning provided such term in Section 5.3(a). “Cash” means all cash (including restricted cash) and cash equivalents (including marketable securities) of the Company Group and shall be calculated net of issued but uncleared checks and drafts and shall include checks, other wire transfers and drafts deposited or available for deposit for the account of the applicable Person. “Casualty Loss” has the meaning provided such term in Section 6.10(a). “Casualty Notice” has the meaning provided such term in Section 6.10(a). “CDPHE” means the Colorado Department of Public Health and Environment.

3 “Claim” means any demand, claim, action or Legal Proceeding. “Closing” has the meaning provided such term in Section 8.1. “Closing Amount” has the meaning provided such term in Section 2.2. “Closing Date” has the meaning provided such term in Section 8.1. “Code” means the Internal Revenue Code of 1986, as amended. “Company” has the meaning provided such term in Preamble. “Company and Seller Fundamental Representations and Warranties” means the representations and warranties contained in Sections 3.1 (Status of Seller), 3.2 (Authority; Enforceability), 3.3 (Ownership of Membership Interests), 3.4(b)(i) (No Conflict), 3.6 (Brokers’ Fees), 4.1 (Status of Company Group), 4.2 (Authority; Enforceability), 4.3 (Capitalization), 4.5(b)(i) (No Conflict) and 4.19 (Brokers’ Fees). “Company Assets” means all of the business, assets, properties, contractual rights, going concern values, and rights and claims, of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, operated, owned or leased by Company Group, including the crude oil and natural gas gathering pipelines, pumps, compressors, natural gas processing facilities and all other related facilities and equipment and other personal property interests owned by the Company Group and located primarily in Weld County, Colorado on, over or across the Real Property, but specifically excluding the Real Property itself. “Company Business” means the business and operations of the Company Group, including the ownership, operation and maintenance by the Company Group of the Company Assets and other activities conducted by the Company Group that are incidental thereto, in each case, as conducted over the twelve (12) months prior to the Execution Date. “Company Group” means, collectively, the Company and the Company Subsidiary. “Company Group Member” means the Company and Company Subsidiary, individually. “Company Plan” means any Plan established, maintained, contributed to, or required to be contributed to by a Company Group Member or any of their ERISA Affiliates to provide compensation or benefits to any current or former employee, co-employee, independent contractor, officer or director of a Company Group Member or any beneficiary or dependent thereof, or under which a Company Group Member or any of their ERISA Affiliates has any liability; provided, however, that a PEO Plan shall not be considered to be a Company Plan. “Company Required Governmental Authorizations” has the meaning provided such term in Section 4.5(a). “Company Service Providers” means the employees of Seller set forth on Schedule 1.1(a), whose primary duties relate entirely or almost entirely to the maintenance and operation of the Company Assets. “Company Subsidiary” means Outrigger DJ Operating LLC, a Delaware limited liability company.

4 “Company Transaction Expense Amount” has the meaning provided such term in Exhibit A. “Company Transaction Expenses Summary” has the meaning provided such term in Section 8.2(d). “Confidentiality Agreement” means the letter agreement dated May 11, 2022, between Seller and Summit Midstream Partners, LP. “Confidential Information” has the meaning provided such term in Section 6.9. “Consolidated Group” means any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated U.S. federal income Tax Returns and any similar group under foreign, state or local Law. “Contract” means any agreement, lease, license, note, evidence of indebtedness, mortgage, security agreement, legally binding commitment or bid, instrument or other legally binding arrangement, whether written or oral. “Corporate Encumbrances” means (a) any transfer restrictions imposed by federal and state securities Laws, (b) any transfer restrictions contained in the Organizational Documents of any Company Group Member existing as of the Execution Date, or (c) Liens in connection with this Agreement arising by, through or under Buyer or any of its Affiliates. “Damages” has the meaning provided such term in Section 6.3(c). “Data Room” means the “Datasite” data site maintained by Seller and its Representatives in connection with the transactions contemplated by this Agreement. “Determination Date” has the meaning provided such term in Section 2.3(e). “Dollars” and “$” mean the lawful currency of the United States. “Due Diligence Information” means the information provided or made available by Seller and the Company Group to Buyer or its Affiliates or their respective Representatives, including any information, document or other material provided or made available, or statements made, to Buyer or its Affiliates or their respective Representatives during site or office visits, in the Data Room, during management presentations or in supplemental due diligence information provided to Buyer or its Affiliates or their respective Representatives in connection with discussions or access to management of Seller or the Company Group or in any other form in expectation of the transactions contemplated by this Agreement. “Engineering Firm” has the meaning provided such term in Section 6.10(a). “Environmental Law” means any and all Laws pertaining to or regulating pollution, environmental protection, natural resource damages, waste management, the use, storage, generation, treatment, Release, remediation, removal, disposal or transport of a Hazardous Substance, including: the Comprehensive Environmental Response Compensation and Liability Act, as amended, 42 U.S.C. Section 9601 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251

5 et seq.; the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. Section 300f et seq.; and any analogous state or local Laws, and the regulations promulgated pursuant thereto. “Environmental Permits” means any federal, state, local, provincial, foreign, or other permits, license, approval, consent or authorization issued or required by any Governmental Authority under or in connection with any Environmental Laws. “Equity Interest” means with respect to any Person: (a) capital stock, partnership interests, membership interests and any other similar equity interests of such Person; (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing; and (c) any right (contingent or otherwise) to acquire any of the foregoing. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means any Person that, together with any Seller or Company Group Member, would be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA or Section 414 of the Code. “Estimated Adjustment Amount” has the meaning provided such term in Section 2.3. “Evaluation Material” has the meaning provided such term in Section 6.3(b). “Execution Date” has the meaning provided such term in the Preamble. “Expiration Date” has the meaning provided such term in Section 10.1(b). “Final Adjustment Amount” has the meaning provided such term in Section 2.3(b). “Final Allocation” has the meaning provided such term in Section 2.4. “Fraud” means actual and deliberate fraud by a Party in the making of the representations and warranties set forth in Articles 3, 4 and 5 of this Agreement (as modified by the Schedules, as applicable), which involves a knowing and intentional material misrepresentation by such Party of such representations and warranties or a knowing and intentional material concealment of relevant facts with respect to such representations and warranties, with the intent of inducing any other Party to enter into this Agreement and upon which such other Party has justifiably relied to its actual and material detriment with no prior actual knowledge of such misrepresentation or concealment (as opposed to any fraud claim based on constructive knowledge, recklessness, negligent misrepresentation or a similar theory, or any equitable fraud, promissory fraud or unfair dealing fraud under applicable Law). “Fully Operational” has the meaning provided such term in Section 6.20(a). “GAAP” means generally accepted accounting principles of the United States, consistently applied. “Governmental Authority” means any executive, legislative, judicial, regulatory or administrative agency, court, governmental department, commission, council, board, bureau, arbitration body or authority or other similar recognized organization or other instrumentality of the United States, any foreign jurisdiction, or any state, provincial, county, municipality or local governmental unit or subdivision thereof.

6 “Governmental Authorization” means any franchise, permit, license, authorization, Order, certificate, registration, plan, exemption, variance, decree, agreement, right or other consent or approval granted by, or subject to approval by, any Governmental Authority. “Guarantee Obligation” means, with respect to any Person, (a) any obligation, including a reimbursement, counterindemnity, or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, the payment or performance of, or any contingent obligation in respect of, any Indebtedness or other Liability of any other Person, and (b) any other arrangement whereby credit is extended to any obligor (other than such Person) on the basis of any written promise or written undertaking of such Person (i) to pay the Indebtedness or other Liability of such obligor, (ii) to purchase any obligation owed by such obligor, (iii) to purchase or lease assets under circumstances that are designed to enable such obligor to discharge one or more of its obligations, or (iv) to maintain the capital, working capital, solvency, or general financial condition of such obligor. “Hazardous Substance” means any substance that is listed, defined, or regulated as a “hazardous material,” “hazardous waste,” “hazardous substance,” “toxic substance,” “contaminant,” or “pollutant,” or that is otherwise regulated or a basis of liability under any Environmental Law (including asbestos, polychlorinated biphenyls, any crude petroleum and its fractions or derivatives thereof when Released into the environment). “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any regulations promulgated thereunder. “Indebtedness” means, without duplication, regardless of whether contingent, all obligations, including all obligations in respect of principal, accrued interest, penalties, fees and premiums, termination fees or breakage fees, to any Person (a) for borrowed money, whether current or funded, secured or unsecured (including any obligation to reimburse any bank or other Person in respect of amounts paid or payable under any credit agreement or letter of credit), whether or not represented by bonds, debentures, notes or other securities (and whether or not convertible into any other security); (b) reimbursement and other obligations with respect to letters of credit and bankers’ acceptances and letters of guaranty or similar instruments, to the extent drawn upon; (c) liabilities in respect of the deferred purchase price for any asset, property, business or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise for additional purchase price (including any earn-outs or vehicle loans and including obligations that are non-recourse to the credit of such Person but are secured by the assets of such Person, but excluding trade accounts payable included in Net Working Capital and taken into account in the Adjustment Amount procedures contemplated by Section 2.3 and Exhibit A (but including any such trade accounts payable that should have been included but were not included in Net Working Capital and therefore were not taken into account in such Adjustment Amount procedures)); (d) any other obligations of the Company Group that are evidenced by a note, bond or debenture, hedging, collar, and swap arrangements or other similar instruments or other debt instrument or debt security (and whether or not convertible into any other security); (e) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by any member of the Company Group or its Affiliates; (f) any obligation to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property that would be capitalized under GAAP; (g) any deferred revenue obligations arising from customer prepayments or deposits; and (h) all Guarantee Obligations of the Company Group or other Persons, including in respect of any of the foregoing items; provided, however, that Indebtedness expressly excludes (y) items included in the Net Working Capital calculation and (z) any obligations or liabilities incurred by Buyer and its Affiliates on the Closing Date to finance the transaction

7 contemplated hereby or post-Closing operations (and subsequently assumed by any member of the Company Group). “Indemnified Party” has the meaning provided such term in Section 10.3(a). “Indemnifying Party” has the meaning provided such term in Section 10.3(a). “Inspection Indemnitees” has the meaning provided such term in Section 6.3(c). “Intellectual Property Rights” means any and all intellectual property rights in any jurisdiction throughout the world, including: (a) trademarks, service marks and trade names and the goodwill connected with the use of and symbolized by the foregoing; (b) patents; (c) copyrights and works of authorship in any media (including computer programs, software, databases, compilations, files, applications, Internet site content and documentation and related items), whether or not registered; (d) internet domain names; (e) trade secrets and other proprietary or confidential information and confidential know-how, including all source code, know-how, processes, technology, formulae, customer lists, inventions and marketing information; (f) other intellectual property and related proprietary rights, interests and protections; and (g) any registrations or applications for registration for any of the foregoing. “Interim Period” has the meaning provided such term in Section 6.1. “Koki Station” means the compressor station in the Outrigger DJ System known as “Koki”. “Koki Unit #4” means Koki Compressor Unit No. 4. “Koki Unit #5” means Koki Compressor Unit No. 5. “Koki Unit #7” means Koki Compressor Unit No. 7. “Knowledge” means: (a) with respect to Seller, the actual knowledge of the natural Persons identified on Schedule 1.1(b) as “Seller’s Persons with Knowledge” and (b) with respect to Buyer, the actual knowledge of the natural Persons identified on Schedule 1.1(b) as “Buyer’s Persons with Knowledge,” in each case of (a) and (b), after reasonable due inquiry of the Persons immediately supervised and/or managed by each such identified Persons. “Koki Casualty Event” means a Casualty Loss at the Koki Station that (i) causes a loss of 9,000 Mcf per day or more of compression capacity at the Koki Station compared to the capacity of the Koki Station as of the Execution Date, (ii) is reasonably expected to take at least sixty (60) days to repair, remediate, or otherwise resolve in a manner that returns the Koki Station to a functionally equivalent operating condition as the operating condition the Koki Station was in immediately prior to the occurrence of such Casualty Loss, and (iii) after taking into account all relevant factors is reasonably expected to result in average daily pressure and temperature on the low pressure gathering system on the Outrigger DJ System described on Exhibit F attached hereto to exceed 110 psig and 100 degrees Fahrenheit, respectively, in each case at those certain well pads and meters described on Exhibit F for the duration of the period required to repair, remediate, or otherwise resolve the Casualty Loss at issue. “Law” means all applicable laws, statutes, rules, regulations, codes, ordinances, rule of common law, Permits, variances, Orders and licenses of a Governmental Authority having jurisdiction over the assets or the properties of any Party and the operations thereof.

8 “Leased Real Property” has the meaning provided such term in Section 4.10(b). “Legal Proceeding” means any judicial, administrative or arbitral action, suit, investigation or other proceeding (public or private) before any Governmental Authority. “Liabilities” shall mean any and all claims, Indebtedness, obligations, deficiencies, payments, charges, demands, judgments, assessments, liabilities (INCLUDING STRICT LIABILITIES), losses, damages, penalties, fines and costs and expenses, including any attorneys’ fees, legal or other expenses incurred in connection therewith, regardless of whether such matters would be required to be disclosed on a balance sheet prepared in accordance with GAAP, whether asserted or unasserted, accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable and whether due or become due and regardless of when asserted. “Lien” means any charge, pledge, option, mortgage, deed of trust, assessment, hypothecation, encumbrance, security interest, option, encroachment, easement, defect in title, warranty, purchase right, lease, claim or other similar burden or other similar property interest or encumbrance in respect of any property or asset. “Loss” means any and all judgments, losses, Liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, costs and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts and other reasonable expenses of litigation, investigation or defense or other proceedings or of any claim, default or assessment). “Marks” means trademarks, service marks, trade names, service names, trade dress, logos, internet domain names and other identifiers of source, including all applications for registration or issuance of any of the foregoing, whether domestic or foreign, and all goodwill associated with the foregoing. “Material Adverse Effect” means a change, effect, event, circumstance, development, condition or occurrence (whether or not foreseeable or known as of the date of the Closing or covered by insurance) that, individually or in the aggregate with all other such changes, effects, events, circumstances, developments, conditions or occurrences, has been or would reasonably be expected to be materially adverse to (a) the business, assets, properties, condition (financial or otherwise), liabilities or results of operations of the Company Group, taken as a whole, or (b) the validity or enforcement of this Agreement or which prevents, or materially impedes or delays, or would reasonably be expected to prevent, or materially impede or delay, the ability of Seller to consummate the transactions contemplated by this Agreement; provided, however, that in no event will any change, effect, event, circumstance, development, condition or occurrence, directly or indirectly, that arises out of or relates to any of the following in subsection (a) be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (i) this Agreement or any actions taken in compliance with this Agreement or the transactions contemplated hereby, or the pendency or announcement thereof (including any loss of, or adverse change in, the relationship of any member of the Company Group with its respective customers, partners, employees, financing sources or suppliers caused by the pendency or announcement of the transactions contemplated by this Agreement), (ii) changes or conditions affecting the oil and gas industry (including changes in commodity prices, general market prices and regulatory changes affecting such industry generally and drilling, producing, gathering, processing, transportation, storing and marketing activity, costs or margins) generally or regionally, (iii) changes in general economic, capital markets, regulatory or political conditions in the United States or elsewhere (including interest rate fluctuations), (iv) changes in Law, GAAP or regulatory accounting requirements or interpretations thereof, (v) fluctuations in currency exchange rates, (vi) acts of war, insurrection, sabotage or terrorism, the outbreak or escalation of

9 hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any natural disasters, (vii) any act or omission to act by Seller or any Company Group Member contemplated by this Agreement or necessary to consummate the transactions contemplated hereby, or taken (or omitted to be taken) at the request of Buyer or its Affiliates, or (viii) any failure of any Company Group Member to meet any budgets, projections, forecasts or predictions of financial performance or estimates of revenue, earnings, cash flow or cash position, for any period (provided that the underlying failure may be taken into consideration for determining whether there has been a Material Adverse Effect); provided, further, that any change, effect, event or occurrence referred to in the immediately preceding clauses (ii), (iii), (iv) or (vi) will be taken into account for purposes of determining whether there has been a Material Adverse Effect only to the extent such change, effect, event or occurrence adversely affects a Company Group Member in a disproportionately adverse manner relative to other companies operating in the industries in which the Company Group operates (in which case, only the incremental disproportionate effect or effects may be taken into account in determining whether there has been, or there would reasonably be expected to be, a Material Adverse Effect). “Material Contract” has the meaning provided such term in Section 4.15(a). “Material Permit” has the meaning provided such term in Section 4.11(a). “Mechanically Operational” has the meaning provided such term in Section 6.20(b). “Membership Interests” has the meaning provided such term in the Recitals. “Net Working Capital” has the meaning provided such term in Exhibit A hereto. “Order” means any order, ruling, judgment, injunction, award, edict, decree, pronouncement, writ sentence, subpoena, or verdict or other legally enforceable requirement entered, issued, made, enacted, promulgated, enforced, handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority or arbitrator; provided, however, that “Order” expressly excludes any Permit. “Organizational Documents” means any charters, articles of incorporation, certificates of incorporation, certificates of formation, articles of association, bylaws, operating agreements, certificates of limited partnership, partnership agreements, limited liability company agreements, regulations, and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of any Person, including any amendments thereto. “Outrigger DJ System” means that certain natural gas gathering pipeline system and related gathering, compression, treating and processing facilities and equipment and crude oil gathering system and related facilities and equipment located in Denver-Julesburg Basin in Weld County, Colorado as depicted on Exhibit F. “Owned Real Property” has the meaning provided such term in Section 4.10(b). “Parties” has the meaning provided such term in the Preamble. “PEO” means CoAdvantage Corporation.

10 “PEO Agreement” means the Client Services Agreement between the Seller and PEO fully executed as of February 9, 2018. “PEO Employee” means a co-employee of the Seller and PEO who is a Company Service Provider who provides services to a Company Group Member pursuant to a contractual relationship among the Company Service Provider, the Seller and PEO. “PEO Plan” means any Plan sponsored, maintained, contributed to, or required to be contributed to, by PEO or an Affiliate of PEO to provide compensation or benefits to any current or former PEO Employee or any beneficiary or dependent thereof. “Permits” means all of the permits, licenses, registrations, variances, exemptions, franchises, certificates and approvals of or from all Governmental Authorities; provided, however, that “Permits” expressly excludes Orders. “Permitted Liens” means (i) statutory Liens for Taxes that are (1) not yet delinquent or (2) being contested in good faith by appropriate Legal Proceedings, and, in either case, for which adequate reserves have been established and recorded on the Financial Statements in accordance with GAAP, (ii) mechanic’s, carriers’, workers’, repairers’ and similar statutory Liens for amounts that are (1) not yet delinquent or (2) being contested in good faith by appropriate Legal Proceedings, and in either case, for which adequate reserves have been established and recorded on the Financial Statements in accordance with GAAP, (iii) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Real Property and not violated by the current use and operation of the Real Property, (iv) covenants, conditions, restrictions, easements and other similar matters of record that are contained in any document filed or recorded in the appropriate county to reflect title thereto affecting the use of or title to the Real Property or that would be disclosed by an inspection or accurate survey of any parcel of Real Property, in each case that do not materially impair the current use or occupancy of the real property subject thereto, (v) public roads and highways, (vi) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (vii) Liens and other rights reserved by or in favor of (1) any landlord under a Real Property Lease or (2) any grantor under the instrument creating or vesting title in and to any Owned Real Property, and (viii) those matters identified on Schedule 1.1(c). “Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee- executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof. “Plan” means (a) each “employee benefit plan” as such term is defined in Section 3(3) of ERISA (whether or not tax-qualified, subject to ERISA or written), including each “employee pension Plan” (as defined in Section 3(2) of ERISA) and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA); and (b) any compensation arrangement, plan, policy, or program, whether written or unwritten or funded or unfunded; and/or any other pension, benefit, retirement, compensation, employment, profit- sharing, bonus, incentive compensation, performance award, deferred compensation, vacation, sick pay, paid time off, stock purchase, stock option, phantom equity, equity or equity-based award, plan or benefit, unemployment, hospitalization or other medical, life insurance, long- or short-term disability, change of control, retention, severance, or fringe benefit, including any employment agreements. “Post-Closing Statement” has the meaning provided such term in Section 2.3(b).

11 “Post-Signing Matter” has the meaning provided such term in Section 6.16. “Preliminary Settlement Statement” has the meaning provided such term in Section 2.3(a). “Purchase Price” means the Base Consideration, plus (if positive) or minus (if negative) the Estimated Adjustment Amount, as adjusted by the Final Adjustment Amount. “Purchase Price Allocation” has the meaning provided such term in Section 2.4. “Real Property” has the meaning provided such term in Section 4.10(b). “Real Property Leases” means all leases, subleases or licenses of real property by which any Company Group Member holds a leasehold interest in Leased Real Property. “Records” means all documents, instruments, papers, books and records, books of account, files and data pertaining to the Company Group, including all books of account, journals and ledgers, files, correspondence, memoranda, maps, plats, customer lists, suppliers lists, personnel records, catalogs, data processing programs and other computer software, building and machinery diagrams and plans, financial statements, ledgers, minute books, copies of Contracts and Permits, operating data, and all other land, title, engineering, environmental, regulatory, operating, accounting, business, marketing and other data files; provided that “Records” shall not include the following: (a) documents subject to attorney-client legal privilege; (b) Seller’s general corporate books, records and files, data processing programs and other computer software, even if containing references to the Company Business or the Company Group; (c) any Tax records (including Tax Returns) of Seller (excluding Tax records and Tax Returns solely in respect of the Company Group) and (d) records relating to the sale of the Company Group (the items contemplated by the foregoing causes (a) through (d), collectively, the “Retained Records”). “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment (not including any of the foregoing types of release into designated containment areas or structures). “Repair” means to repair the damage, destruction or other casualty losses giving rise to a Casualty Loss such that the affected Company Assets are restored to substantially their condition immediately prior to the occurrence of such Casualty Loss. “Repair / Replacement Cost” means the aggregate cost required to Repair a Casualty Loss or replace an asset or property that is taken in condemnation or under the right of eminent domain, or that have become the subject of pending condemnation or eminent domain proceedings. “Representation and Warranty Insurance Policy” means an insurance policy to be issued by QBE Specialty Insurance Co. for coverage of any inaccuracy in or breach of any of Seller’s or the Company’s representations and warranties contained in Article 3 or Article 4, respectively. “Representation and Warranty Insurance Policy Conditional Binder” has the meaning provided such term in Section 6.14. “Representatives” means, with respect to any Person, such Person’s directors, managers, partners, officers, employees, duly authorized agents, or professional advisors (including attorneys, accountants, consultants, bankers, financial advisors and any representatives of such advisors).

12 “Removal Deadline” has the meaning given to it in Section 6.15. “Restricted Area” means Weld County, Colorado, Morgan County, Colorado and Laramie County, Wyoming. “Restricted Business” means the gathering, processing and transporting of natural gas, natural gas liquids, crude oil and produced water in the Restricted Area. “Responsible Officer” means, with respect to any Person, any vice-president or more senior officer of such Person. “Retained Records” has the meaning provided such term in the definition of “Records”. “Rights-of-Way” has the meaning provided such term in Section 4.10(c). “Schedules” means the schedules attached to this Agreement. “Seller” has the meaning provided such term in the Preamble. “Seller Acquiror” has the meaning provided such term in Section 6.6(b). “Seller Indemnified Parties” has the meaning provided such term in Section 10.2(b). “Seller Managers” has the meaning provided such term in Section 5.10(b)(iv). “Seller Marks” means any Marks used by the Seller, any of its Affiliates or any of the Company Group members, including, but not limited to: (i) the name “Outrigger”, “Outrigger Energy” or other confusingly similar variation thereof, or constituting an abbreviation, derivation or extension thereof and (ii) the Outrigger “sail” logo. “Seller Required Governmental Authorizations” has the meaning provided such term in Section 3.4(a). “Specified Matters” has the meaning provided such term in Section 10.2(a)(ii). “Submission” has the meaning provided such term in Section 2.3(e). “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other legal entity of which such Person (either alone or together with any Affiliate of such Person) (i) owns, directly or indirectly, 50% or more of the stock or other equity or partnership interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity or (ii) controls the management. “Tax Proceeding” has the meaning provided such term in Section 6.7(a). “Tax Returns” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

13 “Taxes” means any taxes and similar assessments imposed by any Governmental Authority, including income, profits, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, sales, use, real property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, transfer, registration, withholding, social security (or similar), unemployment, disability, payroll, employment, occupational, premium, severance, actual or estimated, or other similar charge, including any interest, penalty, or addition thereto. “Termination Date” means the date that is 120 calendar days after the Execution Date; provided, that such date may be extended by any cure period contemplated by Section 9.1(c) and Section 9.1(d); provided, further, that if the applicable waiting periods (and any extensions thereof) under the HSR Act have not expired or otherwise been terminated on or prior to such date, then the Termination Date will be extended automatically for a total of up to 180 additional calendar days. “Third-Party Claim” has the meaning provided such term in Section 10.3(b). “Third Person” means any Person other than a Party or its Affiliates. “Transition Services Agreement” has the meaning provided such term in Section 8.2(e). “Transaction Documents” means this Agreement, the Confidentiality Agreement, the Assignment Agreement, the Transition Services Agreement and any other agreement or document that may be required to be executed to consummate the transactions contemplated hereby or thereby. “Transaction Expenses” has the meaning provided such term in Exhibit A. “Transfer Taxes” has the meaning provided such term in Section 6.7(b). “Transferred Employee” has the meaning provided such term in Section 6.12. “Treasury Regulations” means the final or temporary regulations promulgated by the U.S. Department of the Treasury under the Code. “WARN Act” has the meaning provided such term in Section 4.12(c). ARTICLE 2 PURCHASE AND SALE; PURCHASE PRICE; CLOSING; ADJUSTMENTS TO PURCHASE PRICE Section 2.1 Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, (a) Seller will sell, assign, transfer, convey and deliver to Buyer, and (b) Buyer will purchase, acquire and accept from Seller, the Membership Interests, free and clear of all Liens, other than Corporate Encumbrances. Notwithstanding the foregoing, for the avoidance of doubt Seller shall retain all right, title and interest in and to the Retained Records. Section 2.2 Purchase Price. Subject to the other terms and conditions of this Agreement, as consideration for the sale, assignment, transfer and conveyance of the Membership Interests, at the Closing, Buyer will pay Seller, by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Seller to Buyer at least two (2) Business Days prior to the Closing

14 Date, an amount in cash equal to the sum (the “Closing Amount”) of (i) $165,000,000 (the “Base Consideration”) plus (if positive) or minus (if negative) (ii) the Estimated Adjustment Amount. Section 2.3 Estimated Adjustment Amount and Post-Closing Final Adjustment Amount. (a) Not later than five (5) Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a preliminary settlement statement substantially in the form of Exhibit B attached hereto (the “Preliminary Settlement Statement”), which shall include a calculation and good faith estimate of the Adjustment Amount (which may be positive or negative) prepared in accordance with the principles set forth on Exhibit A (such estimated amount, the “Estimated Adjustment Amount”) and attaching reasonable supporting documentation to enable a review thereof by Buyer. If Buyer disputes any amounts or adjustments set forth in the Preliminary Settlement Statement, Buyer and Seller will reasonably negotiate in good faith to resolve any such dispute by the Closing Date. If the Parties cannot resolve the dispute by the Closing Date, then the Estimated Adjustment Amount initially proposed by Seller, or such other amount as the Parties may mutually agree, will be used for purposes of calculating the Closing Amount. Pursuant to Section 2.2, the Estimated Adjustment Amount will constitute part of the Closing Amount to be paid by Buyer to Seller at the Closing. For the avoidance of doubt, Buyer’s failure to object to the Preliminary Settlement Statement prior to the Closing shall in no event be deemed to constitute a final agreement on the items included therein, and Buyer shall in no event be precluded from disputing any such items following the Closing in accordance with this Agreement. (b) Not later than the eightieth (80th) day following the Closing Date, Buyer will prepare and deliver to Seller a statement substantially in the form of Exhibit B attached hereto (the “Post- Closing Statement”), and attaching reasonable supporting documentation to enable a review thereof by Seller, setting forth the calculation of the final Adjustment Amount prepared in accordance with the principles set forth on Exhibit A (the “Final Adjustment Amount”). If Buyer does not deliver to Seller the Post-Closing Statement within such eighty (80) day deadline, then Seller shall have the right to prepare and deliver the Post-Closing Statement within sixty (60) days following such deadline. If Seller elects to prepare the Post-Closing Statement, (i) Seller shall deliver written notice to Buyer of its intent to do so not later than ten (10) days following such eighty (80) day deadline, (ii) Buyer shall, and shall cause the Company Group to, provide Seller with reasonable access to the Records and such other documentation as may be reasonably necessary to prepare the Post-Closing Statement) and (iii) Buyer shall have the Seller’s dispute and objection rights pursuant to Section 2.3(c). If Buyer does not deliver to Seller the Post-Closing Statement within such eighty (80) day deadline (or, as applicable, Seller does not deliver to Buyer (x) notice of its intent to deliver the Post-Closing Statement with such ten (10) day deadline or (y) the Post-Closing Statement within such sixty (60) day deadline), then Buyer will be deemed to have irrevocably accepted and agreed to all items in the Preliminary Settlement Statement and the Estimated Adjustment Amount, which shall be final, conclusive and binding on the Parties. If Buyer does timely deliver to Seller a Post- Closing Statement, then Buyer will be deemed to have accepted and agreed to all items in the Preliminary Settlement Statement (as the same may be adjusted by mutual agreement as contemplated in Section 2.3(a) above), other than such matters that are specifically disputed in such Post-Closing Statement. Any items or changes not so specified in the Post-Closing Statement shall be deemed forever waived, and Seller’s determinations with respect to all such elements of the Preliminary Settlement Statement (as the same may be adjusted by mutual agreement as contemplated in Section 2.3(a) above) that are not addressed specifically in the Post-Closing Statement shall prevail and shall be final, conclusive and binding on the Parties.

15 (c) Not later than the thirtieth (30th) day following receipt of the Post-Closing Statement hereunder, Seller may deliver to Buyer a written notice (an “Adjustment Notice”) containing any changes Seller proposes to be made in the Post-Closing Statement, which shall include an explanation of any such changes, the reasons therefor and the supporting documents thereof in Seller’s possession. If Seller does not deliver to Buyer an Adjustment Notice within such thirty (30) day period, then Seller will be deemed to have irrevocably accepted and agreed to all items in the Post-Closing Statement, which shall be final, conclusive and binding on the Parties. If Seller does timely deliver to Buyer an Adjustment Notice, then Seller will be deemed to have accepted and agreed to all items in the Post-Closing Statement, other than such matters that are specifically disputed in such Adjustment Notice. Any items or changes not so specified in the Adjustment Notice shall be deemed forever waived, and Buyer’s determinations with respect to all such elements of the Post-Closing Statement that are not addressed specifically in the Adjustment Notice shall prevail and shall be final, conclusive and binding on the Parties. The Parties will use commercially reasonable efforts to undertake to agree on the Final Adjustment Amount no later than thirty (30) days after delivery of any Adjustment Notice in accordance with the foregoing. (d) If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3 and the Final Adjustment Amount is mutually agreed upon in writing by Seller and Buyer during such thirty (30) day period, then the Final Adjustment Amount as so agreed will be considered conclusive and binding on the Parties. (e) If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3 and the Final Adjustment Amount is not mutually agreed upon by Seller and Buyer during such thirty (30) day period, then PricewaterhouseCoopers LLP (the “Accountant”) will be engaged by the Parties to resolve any disagreements. If such accounting firm does not agree to serve as the Accountant within ten (10) days after written request from the Parties to serve, then the Parties will mutually select and engage an alternative internationally recognized accounting firm, or if the Parties are unable to agree upon such firm or such firm declines to serve as the Accountant, then any Party may request that the Denver office of the American Arbitration Association select the Accountant, and the Parties will engage such Accountant. In connection with the engagement of the Accountant, each Party will execute such engagement, indemnity and other agreements as the Accountant and the American Arbitration Association may reasonably require as a condition to such engagement. The Accountant will determine as promptly as practicable, but in any event within thirty (30) days after the selection of the Accountant, based solely on (A) a written submission provided by each of Buyer and Seller to the Accountant within ten (10) days following the Accountant’s selection (and without independent investigation on the part of the Accountant) and (B) the terms and provisions of this Agreement, whether Seller’s Post-Closing Statement requires adjustment. Specifically, within ten (10) days following the agreement of the Accountant to serve hereunder, (i) Buyer and Seller shall deliver to the Accountant and Buyer or Seller, as applicable, the Post-Closing Statement, the Adjustment Notice and such work papers, invoices and other reports and information relating to the disputed matters as the Accountant may reasonably request and (ii) each of Buyer and Seller shall (A) summarize its position with regard to the disputed matters in the Adjustment Notice in a written document of twenty (20) pages or less (exclusive of exhibits, schedules or other attachments) and (B) submit such summaries along with reasonable supporting detail (the foregoing items together forming Buyer’s or Seller’s, as applicable, “Submission”). Buyer and Seller shall be afforded the opportunity to discuss the disputed matters and both Submissions with the Accountant, but the Accountant shall not conduct a formal evidentiary hearing. The Parties shall, and shall cause their respective Affiliates and representatives to, cooperate in good faith with the Accountant, and shall give the Accountant access to all data and other information it reasonably requests for purposes of such resolution, other than any such data or information that is covered by attorney-client privilege, the attorney work-product doctrine or similar protections; provided, that no Party will disclose to the Accountant, and the Accountant will not consider

16 for any purpose, any settlement discussions or settlement offer made by any Party. Seller and Buyer will cooperate with the Accountant in all reasonable respects, but neither Party will have ex parte meetings, teleconferences or other correspondence with such Accountant, as it is intended for each of Seller and Buyer to be included in all discussions and correspondence with such Accountant. The Accountant shall act as an arbitrator for the limited purpose of determining the specific disputed matters submitted by either Seller or Buyer in their respective Submissions to the Accountant, and whether and to what extent, if any, the Final Adjustment Amount requires adjustment as a result of the resolution of those disputed matters; provided, however, that if any of the disputed matters relate to the interpretation of the Parties’ legal rights or obligations under this Agreement or the Transaction Documents rather than financial or accounting matters pertinent to the calculation of the Final Adjustment Amount, such disputed matter shall instead be resolved in the manner set forth in Section 11.7 (with any dispute as to whether a disputed matter is legal or financial, or accounting-related in nature to be resolved solely by the Accountant in its capacity as an arbitrator). The Accountant’s determination shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. In determining the proper amount of the Adjusted Purchase Price, the Accountant shall not increase the Adjusted Purchase Price more than the increase proposed by Buyer or Seller nor decrease the Adjusted Purchase Price more than the decrease proposed by Buyer or Seller, as set forth in their respective Submissions, as applicable. The costs and expenses of the Accountant in connection with resolving such disputed matters will be borne by Buyer and Seller in such proportion as is appropriate to reflect the relative benefits received by Seller and Buyer from the resolution of such dispute. For instance, if Seller challenges the calculation of the Final Adjustment Amount in the Post-Closing Statement by an amount of $100,000, but the Accountant determines that Seller has a valid claim for only $40,000, Buyer shall bear 40% of the fees and expenses of the Accountant and Seller shall bear the other 60% of such fees and expenses. Except as provided in the immediately preceding two sentences, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accountant shall be borne by the Party incurring such cost and expense. The determination of the Accountant with respect to such dispute will be final, conclusive and binding on the Parties, without right of appeal, absent manifest error. The date on which the Final Adjustment Amount is finally determined in accordance with Section 2.3 is referred to as the “Determination Date.” (f) Any difference between (i) the Estimated Adjustment Amount used to calculate the Closing Amount and (ii) the Final Adjustment Amount as determined on the Determination Date will be paid by the owing Party to the owed Party within five (5) Business Days of the Determination Date by wire transfer of immediately available funds in accordance with Section 2.3(g). For example, if the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then Buyer (as the owing Party) will pay to Seller the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount. If the Final Adjustment Amount is less than the Estimated Adjustment Amount, then Seller (as the owing Party) will pay to Buyer the difference in Dollars between the Estimated Adjustment Amount and the Final Adjustment Amount. (g) All payments made, or to be made, under this Agreement by one Party to any other Party will be made by electronic transfer of immediately available funds to the receiving Party’s bank and account as may be specified by the receiving Party in writing to the paying Party. Section 2.4 Purchase Price Allocation. Within thirty (30) days after the Determination Date, Buyer shall prepare and deliver to Seller a statement setting forth an allocation of (i) the Purchase Price, (ii) the assumed liabilities of the Company Group to extent treated as consideration for U.S. federal income Tax purposes and (iii) and any other items properly treated as consideration for U.S. federal income Tax purposes among the six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060), in accordance with Section 1060 of the Code and the Treasury Regulations

17 promulgated thereunder (the “Purchase Price Allocation”). Buyer and Seller shall then use commercially reasonable efforts to agree on a final Purchase Price Allocation. If Seller and Buyer cannot agree on the Purchase Price Allocation within forty-five (45) days after Seller’s receipt of Buyer’s proposed Purchase Price Allocation (or such other time period mutually agreed to among the Parties), the Parties shall submit the dispute to the Accountant who shall make a final determination regarding the Purchase Price Allocation in a manner consistent with the procedure set forth in Section 2.3(e). The Purchase Price Allocation agreed to by the Parties or determined by the Accountant shall become the final allocation (the “Final Allocation”). Buyer and Seller shall use commercially reasonable efforts to update the Final Allocation in accordance with Section 1060 of the Code following any adjustment to the purchase consideration for Tax purposes pursuant to this Agreement, and Buyer and Seller shall, and shall cause their Affiliates to, report consistently with the Final Allocation, as adjusted, on all Tax Returns, including IRS Form 8594 (Asset Acquisition Statement under Section 1060), which Buyer and Seller shall timely file with the IRS, and neither Seller nor Buyer shall take any position on any Tax Return that is inconsistent with the Final Allocation, as adjusted, unless otherwise required by applicable Law; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax Proceedings in connection with such allocation. The Parties shall promptly inform one another of any challenge by any tax authority related to the Final Allocation. Section 2.5 Withholding. Notwithstanding any other provision in this Agreement to the contrary, Buyer and each Company Group Member, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable (directly or indirectly) pursuant to this Agreement such amounts as Buyer or such Company Group Member is required to deduct and withhold with respect to the making of such payment under applicable Law; provided, however, that Buyer will, prior to any such deduction or withholding, provide to Seller written notice of its intent to so deduct or withhold, along with a description of the legal basis therefor, reasonably in advance of such deduction or withholding, and reasonably cooperate with Seller to minimize the amount of any applicable deduction or withholding. To the extent that amounts are so withheld and paid over to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable payee in respect of which such deduction or withholding was made. ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING SELLER Seller hereby represents and warrants to Buyer as follows: Section 3.1 Status of Seller. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite limited liability company power and authority to own, lease and operate its properties (including the Membership Interests and, indirectly, the Company Assets) and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business as a foreign limited liability company in all jurisdictions in which it carries on business or owns assets and such qualification is required by Law, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to, prevent or materially delay the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is, or will be, a party or to materially impair its ability to perform its obligations hereunder and thereunder.

18 Section 3.2 Authority; Enforceability. (a) Seller has the requisite power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents to which it is, or will be, a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Seller of this Agreement and each of the other Transaction Documents to which Seller or its Affiliates (other than the Company Group) is, or at the Closing will be, a party have been, or in the case of the Transaction Documents to be entered into at the Closing, will be when executed and delivered, duly and validly authorized by all necessary action on the part of Seller or such Affiliate, as applicable, and no other proceedings on the part of Seller are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents to which it is, or will be, a party or to consummate the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party. (b) This Agreement constitutes and, as of the Closing, each of the other Transaction Documents to which Seller or its Affiliates (other than the Company Group) will be a party will constitute, assuming the due authorization, execution and delivery of such Transaction Documents, as applicable, by the other Persons that are party thereto, the valid and binding obligations of Seller or such Affiliate (other than the Company Group), as applicable, enforceable against Seller or such Affiliate (other than the Company Group), as applicable, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other Laws relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity). Section 3.3 Ownership of the Membership Interests. (a) Seller is the record and beneficial owner of the Membership Interests and has good and valid title to the Membership Interests, free and clear of all Liens, other than Corporate Encumbrances. The Membership Interests constitute all of the issued and outstanding Equity Interests in the Company. The Company owns all of the issued and outstanding Equity Interests of Company Subsidiary and holds such Equity Interests free and clear of all Liens, other than Corporate Encumbrances. The consummation of the sale of the Membership Interests hereunder will convey to Buyer good and valid title to the Membership Interests, free and clear of all Liens, except for Corporate Encumbrances, and immediately following such sale to Buyer, Buyer will be the sole owner, beneficially and of record, of all of such Membership Interests, free and clear of all Liens, other than Corporate Encumbrances. (b) Seller is not a party to any agreements, arrangements or commitments obligating Seller to grant, deliver or sell, or cause to be granted, delivered or sold, the Membership Interests, by sale, lease, license or otherwise, other than this Agreement. (c) There are no voting trusts, proxies or other agreements or understandings to which Seller is bound with respect to the voting of the Membership Interests. Section 3.4 No Conflict. (a) Except for those set forth on Schedule 3.4(a) (collectively, the “Seller Required Governmental Authorizations”), no Governmental Authorizations need to be obtained by Seller or are necessary in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party, other than filings and expirations or terminations of the applicable waiting periods under

19 the HSR Act and such other declarations, filings, registrations, notices, authorizations, consents or approvals if not obtained or made, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Seller is, or will be, a party or to materially impair Seller’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Except as set forth on Schedule 3.4(b), and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by Seller and its Affiliates (other than the Company Group), as applicable, and the performance by Seller and such Affiliates of their respective obligations hereunder and thereunder, will not: (i) contravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Seller or any such Affiliate; (ii) conflict with, result in a violation of or constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration or loss of any material benefit under, require consent, approval or waiver from, or require the giving of notice to any Person of the transactions contemplated by this Agreement (in any case, with or without the giving of notice, or the passage of time or both) under or in connection with any of the terms, conditions or provisions of any material Contract to which Seller or such Affiliate is a party or by which any property or asset of Seller or such Affiliate is bound or effected; or (iii) except for any Seller Required Governmental Authorizations, contravene, conflict with, violate or result in a default under any Law or Order to which Seller or such Affiliate is subject or by which any of Seller’s or such Affiliate’s properties or assets is bound, except, in the cases of clauses (ii) and (iii), as would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Seller is, or will be, a party or to materially impair Seller’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. Section 3.5 Legal Proceedings. There are no Legal Proceedings pending or, to the Knowledge of Seller, threatened in writing against Seller, any of Seller’s Affiliates that control or are controlled by Seller, or any Company Group Member (i) with respect to the Membership Interests or that otherwise (ii) (a) challenge the validity or enforceability of the obligations of Seller under this Agreement or the respective obligations of Seller or any of its Affiliates (other than the Company Group), as applicable, under the other Transaction Documents to which such Persons are or will be a party or (b) seek to prevent, delay or otherwise would reasonably be expected to adversely affect the consummation by Seller of the transactions contemplated herein or therein. Section 3.6 Brokers’ Fees. Except as set forth on Schedule 3.6, none of Seller, Seller’s Affiliates that control or are controlled by Seller, or any Company Group Member is a party to any agreement which might give rise to any valid Claim against Buyer or its Affiliates for any investment banking fee, finder’s fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the transactions contemplated herein. The aggregate amount of all such payment obligations arising under the agreements set forth on Schedule 3.6 will be included in the Company Transaction Expense Amount and paid in full at the Closing. Section 3.7 Bankruptcy. There are no bankruptcy, insolvency, reorganization or receivership Legal Proceedings pending against, being contemplated by or, to the Knowledge of Seller, threatened against Seller, and Seller is not entering into this Agreement or any other Transaction Document to which it is, or will be, a party with an intent to hinder, delay or defraud any present or future creditors of Seller or its Affiliates.

20 ARTICLE 4 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP Seller hereby represents and warrants to Buyer as follows: Section 4.1 Status of the Company Group. Each Company Group Member is a limited liability company duly formed and validly existing under the laws of the state of Delaware. Each Company Group Member has the requisite limited liability company power and authority to carry on its business as now being conducted and is qualified to do business and in good standing in each jurisdiction in which it owns or leases Real Property or the conduct of its business requires such qualification, except where the failure to so qualify has not had, and would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company Group, Company Business or Company Assets, taken as a whole. Schedule 4.1 sets forth a true, correct and complete list of each jurisdiction in which each Company Group Member is qualified or authorized to do business as a foreign company. Seller has made available to Buyer true, correct and complete copies of the Organizational Documents of each Company Group Member, as in effect and as amended on the Execution Date, and each as made available to Buyer is in full force and effect, and neither Seller nor any Company Group Member is in material violation of any of the provisions of such Organizational Documents. Section 4.2 Authority; Enforceability. (a) The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which any Company Group Member is, or at the Closing will be, a party have been, or in the case of the Transaction Documents to be entered into at the Closing, will be when executed and delivered, duly and validly authorized by such Company Group Member by all necessary action on the part of the Company Group (and its board of directors (or equivalent), if applicable). (b) This Agreement constitutes, and, as of the Closing, each of the other Transaction Documents to which any Company Group Member will be a party will constitute, assuming the due authorization, execution and delivery of such Transaction Documents, as applicable, by the other Persons that are party thereto, the valid and binding obligations of such Company Group Member, as applicable, enforceable against such Company Group Member, as applicable, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other Laws relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity). Section 4.3 Capitalization. (a) The current equity capitalization, including all of the issued and outstanding Equity Interests of each Company Group Member as of the Execution Date is set forth on Schedule 4.3(a). The Membership Interests constitute all of the issued and outstanding Equity Interests in the Company. The Company owns all of the issued and outstanding Equity Interests of Company Subsidiary and holds such Equity Interests free and clear of all Liens, other than Corporate Encumbrances. The Membership Interests have been duly authorized, validly issued and are fully paid and non-assessable, and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person, including any agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Equity Securities, other than as set forth in the Organizational Documents of any Company Group Member.

21 (b) There are no outstanding or authorized equity appreciation, phantom equity, profit participation or other rights to participate in the revenues, profits or equity (or the value thereof) or similar rights affecting the Equity Interests in any Company Group Member, including the Membership Interests. The Company Group has not granted to any Person any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of any Company Group Member, other than as set forth in the Organizational Documents of any Company Group Member. There are no outstanding contractual obligations of any Company Group Member to repurchase, redeem or otherwise acquire any Equity Interest in any Company Group Member, including the Membership Interests, other than as set forth in the Organizational Documents of any Company Group Member. (c) Other than as expressly set forth in the Organizational Documents of any Company Group Member, there are no preemptive rights, rights of first refusal or first offer, option grants or exercise rights, voting or veto rights, voting trusts, change of control or similar rights, anti-dilution protections or other rights that any equity holder, officer, employee, manager or director of the Company Group either is or would be entitled to invoke as a result of the transactions contemplated by this Agreement. Except for this Agreement or as expressly provided in the applicable Company Group Member’s Organizational Documents, there are no outstanding obligations, options, warrants, calls, convertible securities or other rights, agreements, arrangements or commitments, including any appreciation rights, agreements, arrangements, subscription agreements, rights of first offer, rights of first refusal, tag along rights, drag along rights, subscription rights, or commitments or other rights or Contracts of any kind or character, contingent or not, obligating Seller or any Company Group Member to (i) issue, transfer, convey, assign, sell, pledge, dispose of or encumber any of the Equity Interests in any Company Group Member, including the Membership Interests, (ii) make any dividend or distribution of any kind with respect to any of the Equity Interests in any Company Group Member, including the Membership Interests, or (iii) to provide funds (in the form of a capital contribution) to, or make any investment (in the form of a capital contribution) in, any other Person or to register under federal or state securities Laws any of the Equity Interests in any Company Group Member, including the Membership Interests. (d) No Company Group Member, directly or indirectly, owns or has ever owned any Equity Interests in any other Person, other than the Company’s ownership of the Company Subsidiary. Section 4.4 Indebtedness. Except as set forth on Schedule 4.4, no Company Group Member has any outstanding Indebtedness as of the Execution Date. The Company Assets and Real Property are not mortgaged, pledged or subjected to any Lien (other than a Permitted Lien). Section 4.5 No Conflict. (a) Except for those set forth on Schedule 4.5(a) (collectively, the “Company Required Governmental Authorizations”), no Governmental Authorizations need to be obtained by the Company Group or is necessary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party, other than filings and expirations or terminations of the applicable waiting periods under the HSR Act and such other declarations, filings, registrations, notices, authorizations, consents or approvals that if not obtained or made, would not reasonably be expected to be material to the Company Group or the Company Business.

22 (b) Except as set forth on Schedule 4.5(b), and assuming receipt of the Company Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by any Company Group Member, as applicable, and the performance by the Company Group Members, as applicable, of their respective obligations hereunder and thereunder, will not: (i) contravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of the Company Group Members; (ii) conflict with, result in a violation of or constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration or loss of any material benefit under, require consent, approval or waiver from, or require the giving of notice to any Person of the transactions contemplated by this Agreement (in any case, with or without the giving of notice, or the passage of time or both) under or in connection with any of the terms, conditions or provisions of any Material Contract or Material Permit; or (iii) except for any Company Required Governmental Authorizations, contravene, conflict with, violate or result in a default under any Law or Order to which any Company Group Member is subject or by which any such Company Group Member’s properties or assets, including the Company Assets, is bound, except, in the case of clauses (ii) and (iii), as would not reasonably be expected to be material to the Company Group or the Company Business. Section 4.6 Legal Proceedings. Except as set forth on Schedule 4.6, (a) there are no Legal Proceedings to which any Company Group Member is a party or to which any material Company Assets or material Real Property are subject that are pending, or to the Knowledge of Seller, threatened in writing against any Company Group Member and (b) there is no Order issued or entered by any Governmental Authority imposed upon any Company Group Member or to which any Company Assets or Real Property are subject. Section 4.7 Financial Matters. (a) Attached on Schedule 4.7(a) are true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheet of the Company Group as of December 31, 2021, and the related audited consolidated statements of operations and statements of cash flows of the Company Group for the year then ended; and (ii) the unaudited consolidated balance sheet of the Company Group as of August 31, 2022 (the “Most Recent Balance Sheet” and the date thereof, the “Most Recent Balance Sheet Date”), and the related unaudited consolidated statements of operations and statements of cash flows of the Company Group for the eight (8) month period then ended (the “Interim Financial Statements”). (b) Except as disclosed on Schedule 4.7(b), the Financial Statements (including any notes thereto) (i) have been prepared in accordance with the books and records of the Company Group, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed therein or required by changes in GAAP), subject, in the case of the Interim Financial Statements, to normal, recurring year-end and quarterly adjustments, and the absence of footnote disclosures required by GAAP and (iii) fairly present in all material respects the consolidated financial condition and operating results and cash flows of the Company Group at the respective dates and for the respective periods described above. The Financial Statements have been prepared from, and are in accordance with, the books and records of the Company Group, as applicable.

23 (c) Except as set forth on Schedule 4.7(c), all of the accounts receivable of the Company Group, including those shown on the most recent Financial Statements, are valid, bona fide obligations arising from sales actually made or services actually performed, were recorded in the ordinary course of business of the Company Group, and, to the Knowledge of Seller, are not subject to any valid set- off or counterclaim. The allowance for doubtful accounts stated in the most recent Financial Statements is adequate and reasonable based on the past history of the Company Group with respect to their business and customers. Set forth on Schedule 4.7(c) is a list of the accounts receivable and accounts payable of the Company Group that, as of the Execution Date, have been outstanding for more than sixty (60) days after the relevant invoice date; provided that any accounts receivable that have been re-issued or re-dated shall be deemed to have been outstanding since the original issuance of such accounts receivable. (d) All accounts payable of the Company Group, including those included in the Most Recent Balance Sheet Date, arose in bona fide arm’s-length transactions in the ordinary course of business of the Company Group. Since the Most Recent Balance Sheet Date, the Company Group Members have paid their accounts payable in the ordinary course of business and in a manner that is consistent with past practices of the Companies. Except as set forth on Schedule 4.7(d), the Company Group Members do not have any accounts payable owing to Seller or any Person that is affiliated with Seller or any managers, directors, officers or employees of the Company Group Members. (e) Since the Most Recent Balance Sheet Date, no Company Group Member has incurred any material Liability of any type (whether accrued, absolute, contingent or otherwise) other than any such (i) Liabilities that are accrued, expressly stated or adequately reserved against in the Financial Statements dated as of the Most Recent Balance Sheet; (ii) Liabilities that have arisen since the Most Recent Balance Sheet in the ordinary course of business; (iii) Liabilities which would not (individually or in the aggregate) reasonably be expected to be material to the Company Group or the Company Business or (iv) Liabilities described on Schedule 4.7(e). Section 4.8 Absence of Certain Changes. As of the Execution Date, and except as set forth on Schedule 4.8 or as contemplated by this Agreement and the Transaction Documents, since December 31, 2021, through the Execution Date each of the Company Group Members has carried on and operated its respective business in the ordinary course of business in all material respects and: (a) no fact, event, change, occurrence or circumstance has occurred that has had a Material Adverse Effect; (b) no Company Group Member has amended its Organizational Documents; (c) no Company Group Member has by repurchase, redemption or otherwise, acquired any Equity Interests from its equity holders or former equity holders; (d) no Company Group Member has issued, granted or sold any Equity Interests (or options or warrants) or any other securities or obligations convertible into or exchangeable for any of its Equity Interests; (e) except as may be required to meet the requirements of applicable Law or GAAP, no Company Group Member has changed any accounting method or practice;

24 (f) no Company Group Member has sold, transferred or disposed of any of the Company Assets, including any right under any lease or Contract or any proprietary right or other intangible asset, in each case having a value in excess of $200,000; (g) no Company Group Member has mortgaged, pledged or subjected to any Lien (other than a Permitted Lien) any of the material assets or properties of the Company; (h) no Company Group Member has liquidated, dissolved, recapitalized, reorganized or otherwise wound up the Company Business; (i) no Company Group Member has licensed, transferred, assigned, sold or otherwise disposed of any Intellectual Property Right, other than in the ordinary course of business; (j) no Company Group Member has purchased any securities of any Person, except for short-term investments made in the ordinary course of business; (k) no Company Group Member has acquired by merger, consolidation or otherwise any material assets or business of any corporation, partnership, association or other business organization or division thereof; (l) no Company Group Member has entered into, amended or modified, terminated or rescinded any Material Contract other than in the ordinary course of business or as required by Law or waived, released or assigned any of its material rights, claims or benefits with respect to any contractual obligation other than in the ordinary course of business or as required by Law; (m) no Company Group Member has (i) amended any material Tax Return, (ii) changed or revoked any material Tax election, (iii) changed in any material respect its accounting practices or principles except as required by GAAP, or (iv) compromised or settled any material Tax liability; (n) no Company Group Member has changed, in any material respect, its working capital practices including with respect to acceleration of sales, credit billing and collections with respect to customers, and purchases and deferring payments with respect to vendors; (o) no Company Group Member has suffered any damage, destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting the Company Business, the Company Assets or the Company Group Members in any material respect; (p) no Company Group Member has instituted, canceled, compromised, waived, released or settled any Indebtedness, Claim or Legal Proceeding; and (q) no Company Group Member has agreed to do any of the foregoing. Section 4.9 Intellectual Property Rights. (a) No material registrations or applications for registration are included in any Intellectual Property Rights held by any Company Group Member. The Company Group Members own, license or otherwise have a valid right to use, free and clear of all Liens (other than Permitted Liens), all material Intellectual Property Rights necessary to conduct the Company Business as currently conducted.

25 (b) To the Knowledge of Seller, the conduct of the Company Business as currently conducted has not infringed or misappropriated any Intellectual Property Right of any Third Person. (c) Except as set forth in Section 2.1 and Section 6.15, the consummation of the transactions contemplated hereby will not result in the loss or impairment of any material right of any Company Group Member to own, use, practice or exploit any Intellectual Property Rights held by or licensed to such Company Group Member (excluding licenses for commercially available, “off-the-shelf” software). (d) The Company Group Members have taken commercially reasonable measures to protect and maintain their trade secrets, and there has been no disclosure of any such trade secret to any Third Person except pursuant to a written Contract entered into in the ordinary course of business providing for the nondisclosure by such Third Person of any trade secrets of the Company Group Members. Section 4.10 Title to Company Assets; Real Property. (a) The Company Group Members have good and valid title to, or a valid leasehold or other contractual interest in or right to use, as applicable, all buildings, fixtures, machinery, equipment, tools, vehicles, furniture, improvements and other properties and assets used in connection with or otherwise necessary for the operation of the Company Business, including the tangible Company Assets, in each case, free and clear of all Liens (except for Permitted Liens). Except as set forth on Schedule 4.10(a), the Company Assets constitute, in all material respects all of the assets, properties and rights necessary to conduct the operations of the Company Business. Except as set forth in Schedule 4.10(a), each such item of tangible Company Assets (including the building and other structures on the Real Property) is in good working order and repair (normal wear and tear excepted), has been operated and maintained in the ordinary course of business and remains in suitable and adequate condition for use consistent with past practices of the Company Group. There are no outstanding agreements or options to sell, rights of first offer or rights of first refusal which grant to any Person, other than Buyer, the right to the use, benefit and/or enjoyment of, or to purchase or otherwise acquire, any of the Company Assets, or any portion thereof or interest therein. The Company Assets, Permits, Contracts and rights, tangible and intangible, of any nature whatsoever owned, leased, or held by the Company Group comprise all of the Company Assets, Permits, Contracts and rights, tangible and intangible, of any nature whatsoever, sufficient and necessary to permit Buyer to conduct the Company Business immediately following the Closing in the same form and manner as conducted immediately prior to the Execution Date, in all material respects. Maintenance has not been intentionally deferred on any of the foregoing assets in contemplation of the transactions contemplated herein. (b) The Company Subsidiary (i) owns and has good, valid and indefeasible title to all of its real property owned in fee, a true, correct and complete list, including the address and legal description, of which is set forth on listed on Schedule 4.10(b)(i) (the “Owned Real Property”) and (ii) has valid, enforceable and binding leasehold interests in all of its leased real properties (a true, correct and complete list, including the address and description of the applicable leases, subleases or licenses of real property, of which is set forth on Schedule 4.10(b)(ii) (the “Leased Real Property”; together with the Owned Real Property, collectively, “Real Property”), in each case, free and clear of all Liens, except for Permitted Liens. The Company does not own or lease, and has never owned or leased any real property. For the avoidance of doubt, the representations contained in this Section 4.10(b) are not intended, and shall not apply, to Rights-of-Way, which are the subject of Section 4.10(c). Except as specifically set forth on Schedule 4.10(b)(ii), (i) all leases under which the Company Subsidiary leases any Leased Real Property are valid, in full force and effect and effective against the Company Subsidiary and, to the Knowledge of

26 Seller, the counterparties thereto, in accordance with their respective terms and (ii) there is not, under any of such leases, any existing default by the Company Subsidiary, or, to the Knowledge of Seller, the counterparties thereto, or, to the Knowledge of Seller, any event which, with notice or lapse of time or both, would become a default by the Company Subsidiary, or, to the Knowledge of Seller, the counterparties thereto. The Company Subsidiary is currently in possession of the Leased Real Property and neither Seller nor any Company Group Member has subleased, assigned, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof other than such customary easements and rights of access (e.g., power line easements and access for compressor services), none of which materially impairs or obstructs the Company Group’s use of the Leased Real Property. With respect to each lease of the Leased Real Property, all rents and additional rents due on each such lease has been paid and, to the Knowledge of Seller, there exists no default or event, occurrence, condition or act (including the transactions contemplated hereunder) in respect of or on the part of Seller or the Company Group which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under any such lease. True, correct and complete copies of all such leases for Leased Real Property, including any amendments thereof, have been provided to Buyer. Neither Seller nor any Company Group Member has (x) entered into any Contract or agreement to sell, or which grants an option or other right to any Third Person to purchase; or (y) leased or otherwise granted to any Person the right to use or occupy, any of the Owned Real Property other than such customary easements and rights of access (e.g., power line easements and access for compressor services), none of which materially impairs or obstructs the Company Group’s use of the Owned Real Property. (c) The Company Assets include all of the easements, rights-of-way, licenses or authorizations (such easements, rights-of-way, licenses or authorizations which are a part of the Company Assets, the “Rights-of-Way”) necessary to access and operate the Company Assets as currently owned and operated, in all material respects. Schedule 4.10(c) contains a true, correct and complete list of all material Rights-of-Way and similar non-possessory interests which the Company Subsidiary owns or has an interest in and which are necessary to the operation of the Company Group’s businesses and assets as of the date hereof, including the Company Assets. Except as set forth on Schedule 4.10(c), (i) all Rights-of-Way are valid, in full force and effect and effective against the Company Subsidiary and, to the Knowledge of Seller, the counterparties thereto, in accordance with their respective terms and (ii) there is not, under any Rights- of-Way, any existing default by the Company Subsidiary, or, to the Knowledge of Seller, the counterparties thereto, or, the Knowledge of Seller, any event which, with notice or lapse of time or both, would become a default by the Company Subsidiary, or, to the Knowledge of Seller, the counterparties thereto. To the Knowledge of Seller, no counterparty to any Rights-of-Way or any successor to the interest of such counterparty has threatened in writing to file any action to terminate, cancel, rescind or procure judicial reformation of any Rights-of-Way, which such proposed action remains unresolved. True, correct and complete copies of all Rights-of-Way have been made available to Buyer. (d) The Real Property and Rights-of-Way constitute all of the real property used for the conduct of the Company Business, in all material respects, on the date hereof. (e) There is no pending or, to the Knowledge of Seller, threatened condemnation of any Real Property by any Governmental Authority. No Company Group Member has received any written notice of any eminent domain proceeding or taking, nor, to the Knowledge of Seller, is any such proceeding or taking contemplated with respect to all or any material portion of the Real Property. (f) Seller has made available to Buyer true, correct, and complete copies of all of Seller’s prior and existing title insurance policies in the possession of Seller insuring title to the Owned Real Property, including copies of any exceptions thereto in the possession of Seller relating to the Owned

27 Real Property, all surveys of the Owned Real Property which are in the possession of Seller, and such other inspection reports, appraisals, information, data, reports, notices, Contracts, agreements and other documents in Seller’s possession relating to the Owned Real Property. Section 4.11 Compliance with Law; Permits. (a) A complete list of all material Permits is set forth on Schedule 4.11(a) (the “Material Permits”). (b) Except as otherwise set forth on Schedule 4.11(b): (i) each Company Group Member is, and since such Company Group Member’s date of formation has been, in material compliance with all Laws (and has not received any written notice or allegation of material violation, default or noncompliance from any Governmental Authority with respect to any Laws) applicable to such Company Group Member and the operation of the Company Business, as applicable; (ii) each Company Group Member holds, and has validly held when required, all material Permits necessary for the lawful conduct and the ownership and operation of its business, including the Company Assets, as applicable, and has made all material declarations and filings with Governmental Authorities necessary for the lawful conduct of its business; (iii) all Material Permits are in full force and effect and will not be affected by, or require any transfer or re-issuance as a result of, the transactions contemplated by this Agreement; (iv) the Company Group is, and has been, in compliance, in all material respects, with each such Material Permit and no Legal Proceeding is pending or, to the Knowledge of Seller, threatened in writing, to suspend, revoke, withdraw, modify or limit any such Material Permit in a manner that has had or would reasonably be expected to have a material impact on the ability of the Company Group to use such Material Permit or conduct its operations in compliance with Law or that would result in the termination, revocation, suspension, withdrawal or restriction of any such Material Permit, or the imposition of any fine, penalty or other sanctions for violation of any requirements relating to any such Material Permits, in any material respect; (v) neither Seller nor any Company Group Member has received any written notice of any default under, cancellation, suspension, revocation, invalidation or non-renewal of any Material Permit; (vi) no event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a material default by the Company Group or any other Person under any of the Material Permits; (vii) applications for the renewal of each such Material Permit have been timely filed and all fees and charges with respect to the Material Permits as of the date hereof have been paid in full, except where such failure to do so would not be material to the Company Group or the Company Business; and

28 (viii) true, correct and complete copies of all Material Permits have been provided to Buyer. Section 4.12 Labor Matters. (a) The Company Group does not have, nor has the Company Group ever had, any employees on its payroll. Seller has made available to Buyer a true and accurate list setting forth, for each Company Service Provider, his or her name, work location, job title, date of hire, classification by Seller or its Affiliate as exempt or non-exempt under applicable wage and hour laws and leave of absence status (with details about how long such leave has been ongoing, if applicable) and copies of any employment agreement, termination agreement or severance agreement, applicable to such Company Service Providers, in each case, whether written or oral. (b) Except as otherwise set forth on Schedule 4.12(b), there are no, and during the past five years there have been no, strikes, material labor disputes, unfair labor practice charges, slow-downs or work stoppages pending or, to the Knowledge of Seller, threatened in writing against any Company Group Member. No Company Group Member is a party or subject to any collective bargaining agreement, nor is any such agreement presently being negotiated. No Company Service Provider is represented by a labor union with respect to his or her employment with the Seller and, to the Knowledge of Seller, there has not been any effort by a labor union to organize any of the Company Service Providers in the five years immediately preceding the Closing Date. (c) Except as otherwise set forth on Schedule 4.12(c), there are no Legal Proceedings currently pending, or to the Knowledge of Seller, threatened in writing, against any Company Group Member, pursuant to which any Company Service Provider (or any former employee who, if still employed, would qualify as a Company Service Provider) alleges breach of any labor or employment laws by any Company Group Member. The Company Group Members and, with respect to all Company Service Providers, Seller, are, and during the past five years have been, in compliance in all material respects with all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, employee leave requirements, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices, classification of employees, consultants and independent contractors, COVID-19, plant closures, furloughs and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (“WARN Act”)). No Company Group Member has, during the last five years, engaged in any unfair labor practice, as defined in the National Labor Relations Act. Other than as set forth on Schedule 4.12(c), no unfair labor practice or labor charge or complaint is currently pending or, to the Knowledge of Seller, threatened against any Company Group Member before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority. (d) No Company Group Member is a party to, or otherwise bound by, any judgment, order, consent decree, or finding, as applicable, with or issued by, any Governmental Authority relating to the Company Service Providers or its employees or employment practices. Neither Seller nor any Company Group Member has received within the past five years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to such Person and, to the Knowledge of Seller, no such investigation is in progress.

29 (e) Seller or its Affiliate has properly completed and retained a Form I-9 with respect to each Company Service Provider employed by Seller, and to the Knowledge of Seller, all Company Service Providers are legally eligible to work in the United States. Section 4.13 Taxes. Except as set forth on Schedule 4.13: (a) all Tax Returns required to be filed by any Company Group Member have been duly and timely filed, and all such Tax Returns are correct and complete in all material respects; (b) all Taxes required to have been paid by any Company Group Member (whether or not shown on any Tax Returns) have been duly and timely paid except for amounts that are not yet delinquent or that are being contested in good faith in appropriate Legal Proceedings; (c) all withholding and deposit Tax requirements imposed on any Company Group Member have been satisfied in all material respects, including all required withholding for employees, independent contractor, consultants, note holders, equityholders and others, and all such amounts have been remitted to the appropriate Governmental Authority; and all such amounts have been remitted to the appropriate Governmental Authority; (d) each Company Group Member has properly received and maintained any and all certificates, forms and other documents required by Law for any exemption from withholding and remitting any Taxes; (e) there are no Liens (other than Permitted Liens) on any of the Company Group’s assets that arose in connection with any failure to pay any material Tax; (f) (i) there is no claim against any Company Group Member for any material amount of Taxes, and, to the Knowledge of Seller, no assessment, deficiency, or adjustment has been asserted, proposed, or threatened in writing with respect to any material Taxes or material Tax Returns of any Company Group Member that has not been resolved, (ii) no actions, suits, proceedings, audits or investigations are pending or, to the Knowledge of Seller, have been threatened in writing by any Governmental Authority with respect to any Company Group Member, and (iii) no written claim has been made by a Governmental Authority in the past five (5) years in a jurisdiction where a Company Group Member does not file Tax Returns that such Company Group Member is or may be subject to taxation in that jurisdiction; (g) none of the Company Assets (i) secures any debt, the interest on which is tax exempt under Section 103(a) of the Code, (ii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code, (iii) is “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code, (iv) is “limited use property” within the meaning of Revenue Procedure 2001-28 or (v) will be treated as owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Code; (h) no Company Group Member is subject to Tax in any non-U.S. country by virtue of having a permanent establishment, place of business or source of income in that country. (i) no Company Group Member is a party to or bound by any Tax sharing, allocation or indemnity agreement (excluding, for the avoidance of doubt, any commercial agreements that are not primarily related to Taxes);

30 (j) Seller is not a “foreign person” within the meaning of Section 1445(f) of the Code and related Treasury Regulations; (k) each Company Group Member is disregarded as an entity separate from Seller for U.S. federal income tax purposes; and (l) no Company Group Member (i) is a member of a Consolidated Group, other than a Consolidated Group of which the common parent is the Seller or another Company Group Member, or (ii) has any liability for the material Taxes of any Person (other than another Company Group Member) under Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign Tax Law). Section 4.14 Environmental Matters. Except as set forth on Schedule 4.14: (a) each Company Group Member possesses and, when necessary, has timely filed applications for renewal of all Environmental Permits required under Environmental Laws for the operation of the Company Business as currently conducted and is in compliance with the terms of such Permits in all material respects; (b) no Environmental Permit is subject to any pending or, to the Knowledge of Seller, threatened Legal Proceeding seeking or that could result in the termination, suspension, revocation or material adverse modification of such Environmental Permit; (c) each Company Group Member is in and, for the past five (5) years has been in, compliance with all Environmental Laws in all material respects; (d) no Company Group Member (nor Seller in connection with Company Group Member or the Company Assets) has received any written notice or other Claim alleging a violation of, non-compliance with or liability or potential or alleged liability pursuant to any Environmental Laws; (e) none of the Company Group Members or, to the Knowledge of Seller, the Real Property, is subject to any outstanding governmental Order, consent decree or agreement concerning or resolving alleged non-compliance with or liability under Environmental Laws or any Release of Hazardous Substances; (f) there has been no Release of Hazardous Substances at any Real Property by either Company Group Member, or to the Knowledge of Seller, by any other Person, in a manner that would reasonably be expected to give rise to a material remedial or corrective action obligation or other material liability pursuant to Environmental Laws, and neither Company Group Member has received any written notice alleging that such Company Group Member is liable or potentially liable for a Release of Hazardous Substances at any other location as a result of the operation of the Company Business; (g) excluding customary indemnities entered into in the ordinary course of business and that are not associated with specific or discrete Releases of Hazardous Substances or violations of Environmental Laws, there are no material obligations, undertakings or liabilities of a Third Person arising out of or relating to Environmental Laws which any Company Group Member has agreed to, assumed or retained, by Contract or otherwise; and

31 (h) Seller has provided Buyer with true and correct copies of all Environmental Permits, material environmental reports, audits, assessments, and plans, and all documents regarding actual or potential material liabilities or unresolved material violations under Environmental Laws, in each case regarding the Company Assets or Real Property in the possession or control of the Seller or the Company Group Members. Section 4.15 Material Contracts (a) Schedule 4.15 contains a true, correct and complete list of each of the following Contracts to which any Company Group Member is a party or by which any of the Company Assets are bound as of the Execution Date (the Contracts listed on Schedule 4.15, the “Material Contracts”): (i) each hydrocarbon purchase and sale, gathering, transportation, treating, dehydration, processing or similar Contract and any Contract for the provision of services relating to gathering, compression, collection, processing, treating or transportation of natural gas or other hydrocarbons involving annual expenditures or gross margin by or to any Company Group Member in excess of $50,000; (ii) each Contract that constitutes a pipeline interconnect, facility operating, operational balancing, facility reimbursement, or contribution in aid of construction agreement; (iii) all operation, maintenance and management Contracts that are material to the operation of the Company Assets; (iv) any contract for the supply of goods or services by or to any Company Group Member that will not be terminated prior to the Closing, or that cannot be terminated on ninety (90) or fewer days’ notice, and that provides for future payments by or to any member of the Company Group of more than $200,000 per annum (other than purchase orders or service orders entered into in the ordinary course of business or bids or quotes that have been submitted in the ordinary course of business); (v) any contract for the sale or purchase of any material asset that cannot be terminated on ninety (90) or fewer days’ notice, and that provides for the future payment by or to any member of the Company Group of more than $200,000 per annum; (vi) any Contract that grants to any Person a right to purchase (including rights of first refusal, options or similar rights) any material assets of the Company Group; (vii) Contracts for lease of personal property; (viii) Real Property Leases; (ix) any Contract that contains any covenant that purports to (A) limit the ability of any Company Group Member to compete or engage in any line of business or with any Person in any geographic area or (B) grant exclusive rights either in favor of any Company Group Member or in favor of the counterparty thereto; (x) any commitment to make any capital expenditure or to purchase a capital asset in excess of $200,000 per annum;

32 (xi) any agreement between a Company Group Member on the one hand, and Seller or any Affiliate controlling or controlled by Seller (other than a Company Group Member), on the other hand; (xii) any Contract entered into or assumed by any Company Group Member providing for indemnification of any Person, other than those Contracts that were entered into or assumed in the ordinary course of business; (xiii) any Contract which relates to Indebtedness of any Company Group Member whether secured or unsecured, including all loan agreements, guarantees, line of credit agreements, indentures, mortgages, promissory notes, agreements concerning long and short-term debt, together with all security agreements or other lien documents related to or binding on the Company Assets; (xiv) any Contract under which any Company Group Member has directly or indirectly guaranteed any liabilities or obligations of a Third Person; (xv) any Contract relating to the acquisition or disposition by any Company Group Member of (A) any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (B) all or substantially all of the assets of any operating business or Person or any of the capital stock, Equity Interests or other interest of any other Person; (xvi) any partnership, limited liability company, joint venture or substantially similar Contracts (other than the Organizational Documents of the Company Group Members); (xvii) any Contract with a supplier, vendor or service provider or other Person granting such supplier, vendor or service provider or other Person exclusive rights, including to provide a product or service; (xviii) any Contract that contains a “most favored nation” provision or a material limitation on price increases; (xix) any Contract that requires any Company Group Member to provide any funds to or make any investment in (in each case, in the form of a loan, investment, capital contribution or similar transaction) any Person; (xx) any Contract that provides for any change of control, severance or any post-termination payments or benefits including any that could become payable as a result of the transactions contemplated hereby; (xxi) any Contract to which any Company Group Member is a party with respect to any swap, forward, put, call, floor, cap, collar, future or derivative transaction or option or similar hedge transaction; (xxii) each Contract with a Governmental Authority;

33 (xxiii) all Contracts providing for commissions or other similar payments to or by any Person, including sales agents and purchasing agents, based on sales, purchases or profits, other than direct payments for goods; and (xxiv) any other Contract not otherwise described in clauses (i) through (xxiv) above which is material to the Company Business or the Company Group, taken as a whole. (b) Each Material Contract is in full force and effect and constitutes a legal, valid and binding agreement of the applicable Company Group Member, enforceable against the applicable Company Group Member in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles). No Company Group Member or, to the Knowledge of Seller, any other party thereto has materially breached its obligations thereunder, and, to the Knowledge of Seller, no event has occurred that (with or without notice or lapse of time) would reasonably be expected to result in a material breach or violation of, or a material default under, the terms of any Material Contract. None of Seller or the Company Group Members is currently participating in any active discussions or negotiations regarding modification of or amendment to any Material Contract. Section 4.16 Insurance. Set forth on Schedule 4.16 is a true, complete and accurate list of all material property, general liability, automobile liability, workers’ compensation and employers’ liability, umbrella/excess liability and directors’ and officers’ liability insurance (including the coverage amounts and the names of the insurers) in force as of the Execution Date currently held by the Company Group or maintained by or on behalf of any Company Group Member, including with respect to the Company Assets. As of the Execution Date, no written notice has been received by Seller or the Company Group that would reasonably be expected to be followed by a written notice of cancellation, alteration of coverage or non-renewal of any insurance policy set forth on Schedule 4.16. Seller has made available to Buyer true, complete and correct copies of all such insurance policies. All such policies and contracts of insurance are in full force and effect, all premiums due thereon (covering all periods up to and including the Closing Date) have been paid in full by the applicable Company Group Member and each Company Group Member, as applicable, is otherwise in compliance with the terms and provisions of its respective policies and is not in default in any material respect under any such insurance policy. Except as set forth on Schedule 4.16, there are no outstanding claims under any such insurance policy. There are no claims pending under any such policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Such policies are sufficient for compliance with the minimum stated requirements under all Material Contracts. The Company Group has not been denied coverage under any such insurance policy or any other insurance policy during the prior two-year period. Section 4.17 Employee Benefits. (a) None of the Company Group Members currently maintains or contributes to, or has ever maintained or contributed to any Company Plan. Seller has disclosed to Buyer an accurate, current, and complete copy of the PEO Agreement. Except for PEO Plans maintained in connection with the PEO Agreement, neither the Seller nor any ERISA Affiliate maintains, sponsors, contributes to, or has any outstanding liability (or has ever maintained, sponsored, contributed to, or had any outstanding liability) under any: (i) “defined benefit plan” as defined in Section 3(35) of ERISA or any other plan that is or was subject to the funding requirements of Section 412 of the Code or Section 302 or Title IV of ERISA, (ii) multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA, (iii) multiple employer plan as defined in Section 413(c) of the Code, or any plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063(a) of ERISA, or (iv)

34 multiple employer welfare arrangement as defined in Section 3(40) of ERISA. There does not now exist, nor do any circumstances exist that could result in, any “plan liability” of the Seller or its ERISA Affiliates that would be, or could become, a liability following the Closing of Buyer or any of its Affiliates. As used in the preceding sentence, the term “plan liability” means any and all liabilities (a) under Title IV of ERISA, (b) under Sections 206(g), 302 or 303 of ERISA, and (c) under Sections 412, 430, 431, 436 or 4971 of the Code. (b) Except for continuing coverage through the end of the month of termination, neither Seller nor its ERISA Affiliates sponsors an employee welfare benefit plan (as defined under ERISA) that provides benefits, including death or medical benefits (whether or not insured), with respect to the Company Service Providers beyond their retirement or other termination of service (other than coverage mandated by applicable Laws), and neither Seller nor any of its ERISA Affiliates has any binding obligation to provide any employee or group of employees with any such benefits upon their retirement or termination of employment. (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby, either alone or in combination with any other event, will (i) entitle any current or former Company Service Provider to any compensation or benefit under any Plan, (ii) entitle any current employee or former Company Service Provider to severance pay, benefits or any other payment or any increase in severance pay, benefits or any other compensation, payment or award; (iii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any Company Service Provider or (iv) result in any payment of any amount, individually or in the aggregate, that would constitute an “excess parachute payment” (as such term is defined in Section 280G of the Code). No Seller has any obligation (current or otherwise) to pay, reimburse, gross up, or otherwise indemnify any Company Service Provider for any taxes, penalties or interest imposed under Section 409A or Section 4999 of the Code. Section 4.18 Related Party Transactions. Except as set forth on Schedule 4.18 and other than the Organizational Documents of any Company Group Member, neither Seller nor any Affiliate controlling or controlled by Seller (other than the Company Group) nor any stockholder, officer, member, director or manager of Seller or any Affiliate controlling or controlled by Seller (a) is presently a party to any agreement with any Company Group Member or (b) owns any direct interest in any assets of any Company Group Member. Except as set forth on Schedule 4.18, no Company Group Member is a creditor of any of its directors, officers, managers or equity holders. Section 4.19 Brokers’ Fees. Except as set forth on Schedule 4.19, no Company Group Member is a party to any agreement which might give rise to any valid Claim against Buyer or its Affiliates for any investment banking fee, finder’s fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the transactions contemplated herein. The aggregate amount of all such payment obligations arising under the agreements set forth on Schedule 4.19 will be included in the Company Transaction Expense Amount and paid in full at the Closing. Section 4.20 Bankruptcy. There are no bankruptcy, insolvency, reorganization or receivership Legal Proceedings pending against, being contemplated by or, to the Knowledge of Seller, threatened against any Company Group Member or the Company Assets. Section 4.21 Certain Payments. None of the Company Group Members nor Seller nor anyone acting on their behalf, including any officer, director, employee, independent contractor, consultant or agent, has directly or indirectly, authorized, paid or delivered or agreed to pay or deliver any fee,

35 commission or other sum of money or item of property, however characterized, to any foreign, federal, state, provincial or local government official, including any political party or official thereof or candidate for political office, that is in any manner related to the Company Group, the Company Business or the Company Assets that is illegal or improper under any Law. Section 4.22 Imbalances. As of the Execution Date, the Company Group does not have any hydrocarbon imbalances (gathering, processing, transportation or otherwise) that are associated with the Company Assets (a) in excess of $200,000, individually, other than as set forth on Schedule 4.22 or (b)(i) that would require a material payment to any Person under any Material Contracts or (ii) for which any Company Group Member has received a quantity of hydrocarbons prior to the date hereof for which such Company Group Member will have a duty to deliver an equivalent quantity of hydrocarbons after the Closing (excluding line fill return requirements that are included in the Material Contracts). No gas imbalances (gathering, processing, transportation or otherwise) that are associated with the Company Assets have arisen other than in the ordinary course of business consistent with past practices. Section 4.23 Bank Accounts. Set forth on Schedule 4.23 is an accurate and complete list showing (a) the name and address of each bank in which any Company Group Member has an account or safe deposit box, the number of any such account or any such box and the names of all Persons authorized to draw thereon or to have access thereto and (b) the names of all Persons, if any, holding powers of attorney from such Company Group Member and a summary statement of the terms thereof. Section 4.24 Throughput Data. Schedule 4.24 sets forth historical throughput data and information for the calendar year 2021 and for the year to date to August 31, 2022, relating to the Company Business. Such throughput data and information is accurate and complete in all material respects with respect to the information for each applicable period. Section 4.25 Capital Commitments; Capital Expenditures. Except for each Company Group Member’s obligations under the Material Contracts or commitments listed on Schedule 4.25, such Company Group Member has no obligations for capital commitments or expenditures in excess of $200,000 as of the date hereof. Section 4.26 Preferential Rights. No Person has a preferential right to purchase with respect to any of the Company Assets owned by, or Equity Interests in, the Company Group as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Section 4.27 Records. All Records (a) are complete and correct in all material respects, (b) represent actual, bona fide transactions, (c) have been maintained in all material respects in accordance with sound business practices and GAAP where applicable, including the maintenance of an adequate system of internal controls and (d) have been kept with reasonable detail so that such books, records and files accurately and fairly reflect the transactions, acquisitions and dispositions of the Company Group and all actions taken by the Company Group’s members, officers, board of managers or directors, and committees thereof, in accordance with good business practices and applicable Law. All Records have been maintained substantially in accordance with applicable Law and comprise all of the Records relating to the ownership and operation of the Company Group, the Company Assets and the Company Business. At the Closing, Seller will deliver, or cause to be delivered, to Buyer or its designee all of the minute books of the Company Group and any other Records in its possession.

36 Section 4.28 Disclaimer. (a) Notwithstanding anything to the contrary in this Agreement, Seller makes no representation or warranty in any provision of this Agreement, the Schedules or otherwise, other than those expressly set forth in Article 3 and Article 4. (b) THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE 3 AND THIS ARTICLE 4, INCLUDING THE SCHEDULES, CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE SCHEDULES, NO PARTY OR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER OR THE COMPANY GROUP, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE COMPANY GROUP’S BUSINESS, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS OR CONDITION, AND BUYER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY GROUP, SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, STOCKHOLDERS, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE NATURE OR EXTENT OF ANY LIABILITIES, THE BUSINESS OR FINANCIAL PROSPECTS, OR THE EFFECTIVENESS OR SUCCESS OF ANY OPERATIONS OF THE COMPANY GROUP, THE DISTRIBUTION OF, OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO ANY PARTY IN ANY DATA ROOM, ELECTRONIC DATA ROOM, MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE SCHEDULES, SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OTHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (INCLUDING OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY PARTY OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE OF SUCH PARTY OR ANY OF ITS AFFILIATES). ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller and the Company as follows: Section 5.1 Status of Buyer. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party as of the Closing and to perform its obligations hereunder and thereunder. Section 5.2 Authorization; Enforceability. (a) Buyer has the requisite power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents to which it is, or will be, a party and to perform its

37 obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and each of the other Transaction Documents to which Buyer or its Affiliates is, or at the Closing will be, a party have been, or in the case of the Transaction Documents to be entered into at the Closing, will be when executed and delivered, duly and validly authorized by Buyer or such Affiliate, as applicable, and no other proceedings on the part of Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents to which it is, or will be, a party or to consummate the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party. (b) This Agreement constitutes, and, as of the Closing, each of the other Transaction Documents to which Buyer or its Affiliates, will be a party will constitute, assuming the due authorization, execution and delivery of such Transaction Documents, as applicable, by the other Persons that are party thereto, the valid and binding obligations of Buyer and such Affiliates, as applicable, enforceable against Buyer or such Affiliate, as applicable, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other Laws relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity). Section 5.3 No Conflict. (a) Except as set forth on Schedule 5.3(a) (collectively, the “Buyer Required Governmental Authorizations”), no Governmental Authorizations need to be obtained by Buyer or is necessary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party, other than filings and expirations or terminations of the applicable waiting periods under the HSR Act and such other declarations, filings, registrations, notices, authorizations, consents or approvals if not obtained or made, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Buyer is, or will be, a party or to materially impair Buyer’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Assuming receipt of the Buyer Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by Buyer and the performance by Buyer of its obligations hereunder and thereunder, will not: (i) contravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Buyer; (ii) conflict with, result in a violation of or constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration or loss of any material benefit under, require consent, approval or waiver from, or require the giving of notice to any Person of the transactions contemplated by this Agreement (in any case, with or without the giving of notice, or the passage of time or both) under or in connection with any of the terms, conditions or provisions of any material Contract to which Buyer is a party or by which any property or asset of Buyer is bound or effected; (iii) except for any Buyer Required Governmental Authorizations, contravene, conflict with, violate or result in a default under any Law or Order to which Buyer is subject or by which any of Buyer’s properties or assets is bound, except cases of clauses (ii) and (iii), as would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Buyer is, or will be, a party or to materially impair Buyer’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party.

38 Section 5.4 Legal Proceedings. There are no Legal Proceedings pending or, to the Knowledge of Buyer, threatened in writing against Buyer that (i) challenge the validity or enforceability of the obligations of Buyer under this Agreement or the respective obligations of Buyer or any of its Affiliates, as applicable, under the other Transaction Documents to which such Persons are or will be a party or (ii) seek to prevent, delay or otherwise would reasonably be expected to adversely affect the consummation by Buyer of the transactions contemplated herein or therein. Section 5.5 Brokers’ Fees. Buyer is not a party to any agreement which might give rise to any valid Claim against Seller or its Affiliates for any investment banking fee, finder’s fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the transactions contemplated herein. Section 5.6 Investment Representation. Buyer is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended. Buyer is acquiring the Membership Interests for its own account with the present intention of holding the Membership Interests for investment purposes and not with a view to, or for sale in connection with, any distribution. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Membership Interests to be acquired hereby. Buyer acknowledges that the Membership Interests have not been registered under applicable federal and state securities Laws and that the Membership Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except in accordance with such Laws. Section 5.7 Financial Ability. As of the Closing, Buyer shall have sufficient funding to consummate the transactions contemplated by this Agreement and the Transaction Documents and satisfy all other costs and expenses arising in connection herewith and therewith. Section 5.8 Solvency. Upon consummation of the transactions contemplated hereby, Buyer will not (a) be insolvent or (b) have incurred debts beyond its ability to pay such debts as they mature. Section 5.9 Defense Production Act. Buyer is not a foreign person and the transaction contemplated by this Agreement is not a covered transaction as those terms are defined in Section 721 of the Defense Production Act of 1950, as amended, 50 U.S.C. § 4565 and the regulations promulgated thereunder, 31 C.F.R. Part 800. Section 5.10 Independent Investigation; No Other Representations or Warranties. (a) BUYER IS KNOWLEDGEABLE OF THE OIL AND GAS GATHERING AND PROCESSING BUSINESS AND THE USUAL PRACTICES OF COMPANIES ENGAGED IN OIL AND GAS GATHERING AND PROCESSING, INCLUDING IN THOSE AREAS WHERE THE COMPANY BUSINESS IS CONDUCTED. BUYER IS CAPABLE OF MAKING SUCH INVESTIGATION, INSPECTION, REVIEW, AND EVALUATION OF THE COMPANY GROUP AND THE COMPANY ASSETS, MATERIAL CONTRACTS, REAL PROPERTY, RIGHTS-OF-WAY AND COMPANY BUSINESS AS A PRUDENT PURCHASER WOULD DEEM APPROPRIATE UNDER THE CIRCUMSTANCES, INCLUDING WITH RESPECT TO ALL MATTERS RELATING TO THE COMPANY GROUP, THE COMPANY ASSETS, AND THE COMPANY BUSINESS AND THEIR VALUE, OPERATION, AND SUITABILITY. BUYER ACKNOWLEDGES THAT IN MAKING THE DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS, BUYER HAS RELIED SOLELY ON (I) ITS OWN INDEPENDENT INVESTIGATION OF THE COMPANY GROUP AND THE COMPANY ASSETS, MATERIAL CONTRACTS, REAL PROPERTY,

39 RIGHTS-OF-WAY AND COMPANY BUSINESS, INCLUDING ITS COMPONENTS AND THE RISKS RELATED THERETO, AND (II) THE EXPRESS WRITTEN REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER IN THIS AGREEMENT (AND NOTHING ELSE). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 5, NONE OF BUYER, ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS MADE OR IS MAKING ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO BUYER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 5, BUYER DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES, ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, ADVICE, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO SELLER OR ITS AFFILIATES. (b) IN ENTERING INTO THIS AGREEMENT, BUYER HAS RELIED UPON, AMONG OTHER THINGS, ITS DUE DILIGENCE INVESTIGATION AND ANALYSIS OF THE COMPANY GROUP, THE COMPANY ASSETS AND THE REAL PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER: (i) ACKNOWLEDGES AND AGREES THAT IT HAS NOT BEEN INDUCED BY AND HAS NOT RELIED UPON ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, MADE BY SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES THAT ARE NOT EXPRESSLY SET FORTH IN ARTICLE 3 OR ARTICLE 4, WHETHER OR NOT SUCH REPRESENTATIONS, WARRANTIES OR STATEMENTS WERE MADE IN WRITING OR ORALLY; (ii) ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN (INCLUDING IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 OR ARTICLE 4), SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES, EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO (1) THE COMPANY GROUP AND THE COMPANY ASSETS, MATERIAL CONTRACTS, REAL PROPERTY, RIGHTS-OF-WAY AND COMPANY BUSINESS, (2) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM RELATING TO THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE COMPANY GROUP, INCLUDING THE COMPANY ASSETS, MATERIAL CONTRACTS, REAL PROPERTY AND RIGHTS-OF-WAY, (3) ANY ESTIMATES OF THE VALUE OF THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE COMPANY GROUP, INCLUDING THE COMPANY ASSETS, MATERIAL CONTRACTS, REAL PROPERTY AND RIGHTS-OF-WAY, OR FUTURE REVENUES GENERATED THEREBY, (4) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND OTHER INCIDENTS OF THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE COMPANY GROUP, INCLUDING THE COMPANY ASSETS, MATERIAL CONTRACTS, REAL PROPERTY AND RIGHTS-OF-WAY, OR (5) ANY OTHER DUE DILIGENCE INFORMATION; AND

40 (iii) ACKNOWLEDGES AND AGREES THAT (A) THE DUE DILIGENCE INFORMATION INCLUDES CERTAIN PROJECTIONS, ESTIMATES AND OTHER FORECASTS (INCLUDING RESERVE, DRILLING, COMPLETION, PRODUCTION, VOLUME, REVENUE AND OTHER SIMILAR FORECASTS, IN EACH CASE WHETHER PREPARED BY SELLER, THE COMPANY GROUP MEMBERS, THEIR RESPECTIVE PRODUCER CUSTOMERS, OR ANYONE ELSE), AND CERTAIN BUDGETS AND BUSINESS PLAN INFORMATION, INCLUDING THOSE ATTACHED AS EXHIBITS OR SCHEDULES TO THE TRANSACTION DOCUMENTS, (B) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS AND THERE IS NO CERTAINTY THAT SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS WILL BE ACHIEVED, AND (C) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATIONS OF THE ADEQUACY AND ACCURACY OF ALL PROJECTIONS, ESTIMATES AND OTHER FORECASTS, BUDGETS AND PLANS SO FURNISHED TO IT, AND ANY USE OF OR RELIANCE BY IT ON SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS, BUDGETS AND PLANS SHALL BE AT ITS SOLE RISK. (iv) ACKNOWLEDGES AND AGREES THAT (A) CERTAIN MEMBERS OF THE BOARD OF MANAGERS OF SELLER (THE “SELLER MANAGERS”) ALSO SERVE AS DIRECTORS, MANAGERS OR IN OTHER CAPACITIES OF OTHER ENTITIES, INCLUDING OTHER PORTFOLIO COMPANIES OR INVESTMENTS OF THE EQUITYHOLDERS OF SELLER, (B) THE SELLER MANAGERS MAY HAVE DUTIES TO SUCH OTHER ENTITIES, INCLUDING FIDUCIARY DUTIES AND DUTIES OF CONFIDENTIALITY, IN RESPECT OF THE CONFIDENTIAL INFORMATION OF SUCH OTHER ENTITIES, (C) THE SELLER MANAGERS HAVE NO OBLIGATION TO SHARE SUCH CONFIDENTIAL INFORMATION OF SUCH OTHER ENTITIES WITH SELLER OR THE COMPANY GROUP, EVEN IF SUCH CONFIDENTIAL INFORMATION MAY BE RELEVANT, USEFUL OR OTHERWISE OF INTEREST TO SELLER OR THE COMPANY GROUP, AND (D) THE CONFIDENTIAL INFORMATION OF SUCH OTHER ENTITIES SHALL NOT BE IMPUTED TO SELLER OR ANY COMPANY GROUP MEMBER FOR ANY PURPOSE, AND NEITHER SELLER NOR ANY COMPANY GROUP MEMBER SHALL BE DEEMED TO BE IN POSSESSION OF SUCH CONFIDENTIAL INFORMATION FOR ANY PURPOSE, EXCEPT TO THE EXTENT THAT A SELLER MANAGER HAS PROVIDED ANY OF SUCH CONFIDENTIAL INFORMATION TO SELLER OR A COMPANY GROUP MEMBER. ARTICLE 6 COVENANTS Section 6.1 Covenants Regarding Conduct of the Company Group. (a) From the Execution Date through the earlier of the termination of this Agreement pursuant to Article 9 and the Closing (the “Interim Period”), except as expressly permitted or required by the other terms of this Agreement or the Transaction Documents, described on Schedule 6.1, or consented to or approved by Buyer, which consent or approval will not be unreasonably withheld, conditioned, or delayed, or required by applicable Law, the Company will, and Seller will cause the Company Group to (i) conduct the Company Business in the ordinary course of business, (ii) use commercially reasonable efforts to preserve intact its material relationships with Third Parties, including the Company Service Providers and key customers, suppliers and creditors, and (iii) keep and maintain the Records in the usual and ordinary

41 course of business consistent with past practice. Without limiting the foregoing, without the consent or approval of Buyer, which consent or approval will not be unreasonably withheld, conditioned, or delayed, except as set forth on Schedule 6.1, or otherwise expressly permitted or required by the other terms of this Agreement or the Transaction Documents, or required by applicable Law, the Company will not, and Seller will not cause or permit the Company Group to, take any of the following actions during the Interim Period: (i) amend the Organizational Documents of any Company Group Member; (ii) repurchase, redeem or otherwise acquire any Equity Interests from the equity holders of any Company Group Member; (iii) split, combine or reclassify any Equity Interests of any Company Group Member; (iv) liquidate, dissolve, recapitalize, reorganize or otherwise wind up all or any portion of the Company Business; (v) issue, grant or sell any Equity Interests (or options or warrants) or any other securities or obligations convertible into or exchangeable for any of the Equity Interests of any Company Group Member; (vi) enter into, adopt, terminate, modify, amend or renew any Contract that would constitute a Material Contract (other than any renewal, extension or expiration in accordance with the terms thereof as such terms exist on the Execution Date) or enter into, adopt, terminate, modify, amend or renew any Contract with Mallard Exploration, LLC, DPOC, LLC, Migration Midstream, LLC or any of their controlled Affiliates (including any waiver of any material rights with respect to Mallard Exploration, LLC, Migration Midstream, LLC or any of their controlled Affiliates); (vii) terminate, amend, fail to renew or fail to pay any amounts due with respect to any Material Permit; (viii) terminate, fail to renew or fail to pay any premiums when due with respect to any insurance policies set forth on Schedule 4.16; (ix) transfer, assign, sell or otherwise dispose of or create any Lien (other than a Permitted Lien) on any material assets of the Company Group; (x) make any regulatory filing other than in the ordinary course of business; (xi) declare or pay any (A) non-cash dividend or other distribution or payment in respect of the Equity Interests of any Company Group Member or (B) cash dividend or other distribution or payment in respect of the Equity Interests of any Company Group Member; (xii) mortgage, pledge or subject to any Lien (other than a Permitted Lien) any of the material assets or properties of the Company Group;

42 (xiii) guarantee, incur, assume or otherwise become liable for any Indebtedness (except for Indebtedness entered into in the ordinary course of business in which case such Indebtedness shall in no event exceed $100,000); (xiv) waive, cancel or assign any claims or rights of substantial value other than in the ordinary course of business; (xv) settle or compromise any action, suit, investigation or proceeding against any Company Group Member that could be reasonably expected (due to the nature of the claims involved or the scope of their applicability to such Company Group Member’s business or operations) to involve amounts of $100,000 or more in value, except for any cases in which the amount paid in settlement does not exceed the amount reserved against such matter in the Financial Statements (or the notes thereto); (xvi) (A) fail to maintain its limited liability company existence, (B) consolidate with any other Person or acquire (by merger, consolidation, acquisition or otherwise), directly or indirectly, any material assets or business of, or Equity Interests in, or make an investment in, any Person, other than the Company Group Members; (xvii) make any loan, advance or capital contribution to, acquire any Equity Interest in, or otherwise make any investment in, any Person (other than capital contributions to the Company Subsidiary); (xviii) make any capital expenditures not required by a Material Contract that are in the aggregate in excess of $200,000; (xix) adopt, amend or modify any Plan covering any Company Service Providers, except for any changes required by Law; (xx) hire any employees or make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or agree to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any Company Service Provider, other than increases and payments in the ordinary course of business and in a manner consistent with past practice in the compensation, commission, bonus or other direct or indirect remuneration payable to non-officer employees; (xxi) enter into any collective bargaining agreement or other Contract with a labor union; (xxii) (A) amend any material Tax Return, (B) make, change or revoke any material Tax election (including the U.S. federal income tax classification of the Company), (C) change in any material respect its accounting practices or principles except as required by GAAP, or (D) compromise or settle any material Tax liability; or (xxiii) agree to do any of the foregoing. (b) In addition, during the Interim Period, Seller will not take, nor will it cause or permit an Affiliate to take, any of the following actions during the Interim Period:

43 (i) except as necessary to replace on a comparable basis a Company Service Provider whose employment relationship with the Seller has been terminated for any reason, hire any employees who would be Company Service Providers or make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or agree to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any Company Service Provider, other than increases and payments in the ordinary course of business and in a manner consistent with past practice in the compensation, commission, bonus or other direct or indirect remuneration payable to non-officer employees; (ii) adopt, amend or modify any Plan covering any Company Service Providers, except for any changes required by Law; or (iii) agree to do any of the foregoing. (c) In addition to the foregoing, during the Interim Period, Seller shall promptly notify Buyer in writing of: (i) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the Transaction Documents; (ii) any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Transaction Documents; and (iii) any actions commenced or, to the Knowledge of Seller, threatened against, relating to or involving or otherwise affecting any Company Group Member that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.6 or that relate to the consummation of the Transactions contemplated by this Agreement. Buyer’s receipt of information pursuant to this Section 6.1 shall not operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Seller in this Agreement and shall not be deemed to amend or supplement the Schedules. (d) The Company may, and Seller may cause the Company Group Members to, distribute Cash from the Company Group Members to Seller prior to the Closing; provided, however, that notwithstanding the foregoing to the contrary, the Company Group Members shall, and Seller shall cause the Company Group Members to, retain such minimum Cash amounts as set forth on Schedule 6.1(d) so that such Cash amounts are available as of the Closing. (e) In addition to the foregoing, during the Interim Period, Seller shall (i) use commercially reasonable efforts to protect the integrity of the existing low-pressure pipeline in the Outrigger DJ System upstream of Koki Station, by attempting to maintain average daily pressure on the low pressure gathering system on the Outrigger DJ System described on Exhibit F attached hereto at or below 110 psig and at or below 100 degrees Fahrenheit, in each case at those certain well pads and meters described on Exhibit F, and (ii) provide Buyer with weekly pressure and temperature reports, in form and substance reasonably satisfactory to Buyer, at each such well pad or meter on or before 9:00 am Mountain Time on each Monday during such period.

44 Section 6.2 Governmental Approvals; HSR Act. (a) Subject to the provisions of this Section 6.2, the Parties will use commercially reasonable efforts to obtain from any Governmental Authorities any consents, Permits or Orders required to be obtained and to make any filings with or notifications or submissions to any Governmental Authority that are necessary in order to consummate the transactions contemplated by this Agreement and the other Transaction Documents and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters. (b) Buyer and Seller will use commercially reasonable efforts to make such filings as may be required by the HSR Act as soon as reasonably practicable after the Execution Date but in no event later than ten (10) Business Days after the Execution Date. Thereafter, Buyer and Seller will use commercially reasonable efforts to respond to any requests for additional information from any Governmental Authority concerning such transactions and the Parties shall file as promptly as reasonably practicable all reports or other documents required or requested by any relevant Governmental Authority pursuant to the HSR Act, including requests for additional information and documentary material concerning such transactions, so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the Execution Date, but in no event later than the Termination Date. (c) Buyer and Seller shall each pay 50% of the statutory filing fee associated with filings under the HSR Act, which such obligation shall survive termination of this Agreement notwithstanding anything to the contrary herein. Buyer and Seller shall otherwise each bear their respective fees and expenses associated with obtaining any approval, clearance, or expiration of any waiting period under the HSR Act. (d) Buyer and Seller shall or shall cause their respective counsel to furnish the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the HSR Act. Each Party shall permit the other Party to review and discuss in advance, and shall consider in good faith the views of the other Party in connection with, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other materials to be submitted or made to any Governmental Authority with respect to such filings, with the exception of the initial HSR filings, which shall not be shared in draft form except to the extent necessary to enable Buyer and Seller to prepare their respective filings. Buyer and Seller shall or shall cause their respective counsel to supply to the other Party copies of all correspondence, filings or written communications by such Party or its Affiliates with any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and the other Transaction Documents, except for documents or information submitted in response to any request for additional information or documents pursuant to the HSR Act that reveal any Party’s negotiating objectives, strategies or purchase price expectations or a Party’s communications containing information covered by the attorney client or work product privilege, unless the Parties enter into a mutually acceptable joint defense agreement. Each Party shall provide prompt notification to the other Party when it becomes aware that any consent or approval referred to in this Section 6.2 is obtained, taken, made, given or denied, as applicable. To the extent not prohibited by such Governmental Authority, Buyer and Seller will (i) give each other reasonable advance notice of all meetings and communications with any Governmental Authority relating to the Antitrust Laws, (ii) not participate independently in any such meeting or communication without first giving the other Party (or the other Party’s outside counsel) an opportunity to attend and participate in such meeting or communication, (iii) give the other Party reasonable advance notice of all oral communications with any Governmental Authority relating to Antitrust Laws, (iv) if any

45 Governmental Authority initiates an oral communication regarding the Antitrust Laws, provide an opportunity for the other Party to participate in such communication to the extent practicable and, if such Party cannot participate, promptly notify the other Party of the substance of such communication, and (v) provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the Antitrust Laws) with a Governmental Authority regarding the Antitrust Laws; provided, however, that each Party will be solely responsible for the final content of any substantive oral or written communications of that Party with any applicable antitrust Governmental Authority. Buyer and Seller shall jointly determine all tactics and strategies relating to their compliance with this Section 6.2 and obtaining the termination or expiration of any applicable HSR Act waiting period, subject to each Party undertaking good faith consultations and taking the view of the other Party into account. Section 6.3 Information, Access and Assistance. (a) Upon receipt of reasonable advance notice, during the Interim Period, Seller will afford Buyer and its authorized Representatives reasonable access during normal business hours, if reasonably related to Buyer’s obligations, rights and compliance with this Agreement, to confirm the satisfaction of the conditions to Closing or in furtherance of the transition of the ownership of the Company Group and the Company Assets and the engagement or employment of the Company Service Providers to Buyer or its Affiliates, to Seller’s and the Company Group’s offices, properties, books and records, and officers, and will furnish Buyer with such additional information concerning the Company Business, Company Assets, Real Property and personnel as may reasonably be requested in connection therewith. Notwithstanding the foregoing, (i) Buyer shall be permitted to perform a non-invasive environmental site assessment of the Company Assets and Real Property, but shall not be entitled to conduct environmental sampling or testing without the prior written consent of Seller (such consent to be withheld, conditioned or delayed solely within in Seller’s discretion), Buyer being limited to visual inspections and assessments of the properties and facilities of the Company Group and the review of their records and any other publicly available materials or information with regard to these matters; (ii) Buyer will have no right of access to, and Seller and the Company will have no obligation to provide to Buyer, (A) information relating to bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, (B) any information the disclosure of which would jeopardize attorney-client privilege (or constitute a waiver of rights as to attorney work product) available to Seller or the Company Group or any of their Affiliates, (C) any information the disclosure of which would cause Seller, any Company Group Member or their respective Affiliates to breach a confidentiality obligation for which a consent or waiver cannot be secured by Seller or the applicable Company Group member after exercising commercially reasonable efforts, or (D) any information the disclosure of which would result in a violation of Law; and (iii) without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed, Buyer will not contact any suppliers to, or customers of, the Company Group with respect to the transactions contemplated hereby and in any event with the participation of one or more Representatives of Seller or its Affiliates designated in advance by Seller (unless otherwise waived by Seller). Notwithstanding the foregoing, the Parties acknowledge and agree that Buyer may contact any suppliers, vendors, distributors, customers or sales team Company Group Members or Seller in the ordinary course of business regarding matters unrelated to the transactions contemplated by this Agreement. Additionally, notwithstanding the foregoing to the contrary, with respect to any privileged documents or communications or any documents or communications subject to confidentiality obligations that Seller elects not to disclose in accordance with this Section 6.3(a), Seller

46 shall notify Buyer that it is so withholding information and provide a general description of the nature of the information being withheld or otherwise provide reasonable substitute arrangements for Buyer. (b) Any inspection or investigation conducted by Buyer or its Representatives prior to the Closing will be conducted in accordance with applicable Laws in all material respects, including any applicable Environmental Laws, and in such manner as not to interfere unreasonably with the business or operations of the Company Group. Seller (and its Affiliates) makes no representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.3, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in Seller’s representations and warranties contained in Article 4 (subject to the limitations in Section 4.20). All information obtained pursuant to this Section 6.3 will be “Evaluation Material” as such term is used in the Confidentiality Agreement and will be subject to the terms thereof. Notwithstanding any provision to the contrary contained in this Agreement, the provisions of this Section 6.3(b) will survive the termination of this Agreement pursuant to Article 9 and the Closing. (c) If Buyer exercises rights of access under this Section 6.3 or otherwise, or conducts examinations or inspections under this Section 6.3 or otherwise, then (i) such access, examination and inspection will be at Buyer’s sole risk, cost and expense and Buyer waives and releases all Claims against Seller, the Company Group and their respective partners and members and their Affiliates and the respective employees, directors, officers, attorneys, contractors and agents of such parties (collectively the “Inspection Indemnitees”) arising in any way therefrom or in any way related thereto or arising in connection with the conduct of the Inspection Indemnitees and (ii) Buyer will indemnify, defend and hold harmless the Inspection Indemnitees from and against any and all Claims, liabilities, losses, damages, fines, penalties, costs or expenses (including, court costs, costs of suit, consultants’ and attorneys’ fees) of any kind or character (collectively, “Damages”) arising in any way therefrom or in any way related thereto or arising in connection with the conduct of the Inspection Indemnitees except to the extent that such Damages are caused by or result from the gross negligence or willful misconduct of Seller or the Company Group. Section 6.4 Public Announcements. The Parties agree that, except to the extent necessary to comply with the requirements of (a) applicable Laws, (b) any listing agreements with, or rules and regulations of, securities exchanges or (c) the rules, regulations or Orders of any other Governmental Authority, the Parties will maintain the confidentiality of this Agreement and its terms except that any Party may disclose this Agreement to any direct and indirect holders of Equity Interests in such Party or any Affiliate of such Party if advised of the confidentiality obligations of such information. The Parties further agree that, except to the extent necessary to comply with the requirements of (a) applicable Laws, (b) any listing agreements with, or rules and regulations of, securities exchanges or (c) the rules, regulations or Orders of any other Governmental Authority, no press release or similar public announcement or communication will, whether prior to or subsequent to the Closing, be made or caused to be made concerning the existence or subject matter of this Agreement unless approved in advance in writing by Buyer and Seller; provided that with respect to any press release or similar public announcement or communication for which advance approval is not required in accordance with the foregoing, to the extent practicable, reasonable notice and a copy of such release, announcement or communication will be provided to Buyer or Seller, as applicable, prior to issuing the same and the issuing Party will use commercially reasonable efforts to incorporate any reasonable comments received from the other Party into the final press release or other similar public announcement. Section 6.5 Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of Buyer and Seller will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to consummate the

47 transactions contemplated by this Agreement and the other Transaction Documents and to ensure the satisfaction of its conditions to Closing set forth herein. Section 6.6 Non-Competition. Seller agrees that it shall not, on its own behalf or on behalf of any other Person, and shall cause its controlled Affiliates to not, at any time during the period commencing on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date, directly or indirectly, engage in any Restricted Business in the Restricted Area, including by owning, managing, operating or controlling any Person engaged in any business that is the same as, similar to, or the functional equivalent of, and, in each case, competitive with, the Restricted Business, or providing services as a consultant or independent contractor to, any Person engaged in any business that is the same as, similar to or the functional equivalent of, and, in each case, competitive with, the Restricted Business, in all cases within the Restricted Area. For the purposes of this provision, “engaging in any business that is the same as, similar to or the functional equivalent of, and, in each case, competitive with the Restricted Business” includes any acts of preparing to form a competitive business, such as soliciting potential customers for future work, securing financing, raising capital investment, hiring employees, purchasing equipment, purchasing or leasing office space, and any related preparations. (b) Seller acknowledges and agrees that, for purposes of this Section 6.6, indirect acts by Seller shall include an act by any Person directly or indirectly controlled by Seller. For the avoidance of doubt, in the event of a transaction that results in the equity or assets of Seller being directly or indirectly acquired by a Third Person (such Third Person, a “Seller Acquiror”), this Section 6.6 shall not restrict such Seller Acquiror or any of its Affiliates (other than Seller) from engaging in any Restricted Business so long as such Seller Acquiror does not conduct Restricted Business in the Restricted Area through Seller or otherwise cause Seller to engage in the Restricted Business in violation of Section 6.6(a) above. (c) Seller acknowledges that (i) the confidential and proprietary information and the goodwill associated with the Company Business and its customers, suppliers, vendors and employees is an integral component of the value of the Company Group being acquired by Buyer and that the obligations of Seller under Section 6.9 and this Section 6.6 are a material inducement to Buyer’s execution and performance of this Agreement, (ii) at the time that these restrictive covenants are made, to the extent applicable to Seller, the limitations as to time, geographic scope and activity to be restrained, as described in this Section 6.6 are reasonable and do not impose a greater restraint than necessary to protect the Company Group’s and Buyer’s legitimate business interests and the value of the transaction to Buyer, including, without limitation, confidential information, client, customer, vendor and/or employee relationships, and client and/or customer goodwill and business productivity, (iii) Seller has carefully read this Agreement and has given careful consideration to the restraints imposed upon Seller by this Section 6.6 and consents to the terms of the restrictive covenants in this Section 6.6 imposed upon it and (iv) the restrictions set forth in this Section 6.6 are fair and reasonable in light of the nature and geographic scope of the operations of the Company Group in the Restricted Area. (d) Notwithstanding anything to the contrary in this Section 6.6, Seller may own or hold, solely as passive investments, securities of other persons engaged in the Company Business, as long as each such investment the securities held by Seller does not exceed five percent (5%) of the outstanding securities of such Person; provided, however, that Seller shall not be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by Seller in connection with such securities), or lend Seller’s name to, any such Persons.

48 (e) Seller acknowledges that the breach or threatened breach of any of the non-competition and non-solicitation covenants or other agreements applicable to it contained in this Section 6.6, Section 6.8 and/or Section 6.9 could give rise to irreparable injury to the Company Group and Buyer and that the value of the transaction contemplated hereby to Buyer would be diminished, each of which might be inadequately compensable in monetary damages. Accordingly, Buyer may seek (i) equitable relief, including injunctive relief and specific performance, and (ii) any other legal remedies which may be available under the terms of this Agreement, including, without limitation, recovery of all attorneys’ fees and costs incurred by Buyer in obtaining relief from Seller’s breach or threatened breach, and Buyer may pursue any remedy available hereunder concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. Section 6.7 Tax Matters. (a) Tax Cooperation. The Parties will cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the assets, operations or activities of the Company Group. Such cooperation will include the retention and (upon any other Party’s request) the provision of records and information that are relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. (b) Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other similar Taxes and fees (including any penalties and interest related thereto) incurred or imposed with respect to the transactions contemplated by this Agreement and the other Transaction Documents (“Transfer Taxes”) shall be borne and paid fifty percent (50%) by Buyer and fifty percent (50%) by Seller. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Transfer Taxes (and Seller shall cooperate with respect thereto as necessary) and pay all of such Transfer Taxes when due, if any, and fifty percent 50% the amount of such Transfer Taxes shall be paid by Seller to Buyer at least five (5) Business Days prior to the due date (including any extensions that have been obtained) of such Tax Returns. The Parties shall reasonably cooperate in good faith to minimize, to the extent permissible under applicable law and the Transaction Documents, the amount of any such Transfer Taxes. (c) Tax Refunds. Seller shall be entitled to any and all refunds of Taxes attributable to any Tax period (or portion thereof) ending on or before the Closing Date, and Buyer shall be entitled to any and all refunds of Taxes attributable to any Tax period (or portion thereof) beginning after the Closing Date. If a Party or its Affiliate receives a refund of Taxes to which another Party is entitled pursuant to this Section 6.7(c), such recipient Party shall forward to the entitled Party the amount of such refund within thirty (30) days after such refund is received, net of any reasonable costs or expenses incurred by such recipient Party in procuring such refund. Section 6.8 Non-Solicitation. Buyer covenants and agrees that, as an express incentive to induce Seller to enter into this Agreement, during the period commencing on the date of this Agreement and ending on the date that is eighteen (18) months after the Closing Date, Buyer will not, and will cause its controlled Affiliates not to, directly or indirectly, solicit, canvass, approach, entice or induce any employee of Seller or any of its Affiliates (other than the Company Service Providers) to alter, lessen or terminate his or her employment, engagement or relationship with Seller or any of its Affiliates; provided, however, that any advertisement or solicitation for employment made in a trade or industry publication or

49 otherwise made to the general public and not directed at or targeting any such officer, director, manager, employee, consultant or agent of Seller or any of its Affiliates shall not constitute a violation of this Section 6.8. Seller covenants and agrees that, as an express incentive to induce Buyer to enter into this Agreement, during the period commencing on the date of this Agreement and ending on the date that is eighteen (18) months after the Closing Date, Seller will not, and will cause its controlled Affiliates not to, directly or indirectly, solicit, canvass, approach, entice or induce any employee of Buyer or any of its Affiliates (including the Transferred Employees) to alter, lessen or terminate his or her employment, engagement or relationship with Buyer or any of its Affiliates; provided, however, that any advertisement or solicitation for employment made in a trade or industry publication or otherwise made to the general public and not directed at or targeting any such officer, director, manager, employee, consultant or agent of Buyer or any of its Affiliates shall not constitute a violation of this Section 6.8. Buyer and Seller each agrees and acknowledges that, in the event of a breach or threatened breach of this Section 6.8, the other Party and its Affiliates (as third party beneficiaries) will, individually or collectively, be entitled to seek injunctive relief, as any such breach would cause the other Party and its Affiliates irreparable injury for which they would have no adequate remedy at law. Buyer and Seller each also agrees to waive any requirement for the security or posting of any bond in connection with any such remedy. Nothing herein will be construed so as to prohibit Seller or its Affiliates, or Buyer and its Affiliates, collectively or individually, from pursuing or obtaining any other remedies available hereunder, at law or in equity, for any such breach or threatened breach. The Parties agree that the foregoing restrictions in this Section 6.8 are reasonable in all respects and that any breach of the covenants contained in this Section 6.8 would cause irreparable injury to the non- breaching Party and its Affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court or arbitrator of competent jurisdiction to be unreasonable, or overly broad as to scope or time, or otherwise unenforceable, the Parties intend for the restrictions set forth in this Section 6.8 to be modified by the court or arbitrator making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Parties intend to make this provision enforceable under the Laws of all applicable states and other jurisdictions so that the entire Section 6.8 as prospectively modified will remain in full force and effect and will not be rendered void or illegal. Section 6.9 Confidentiality. Seller acknowledges that any non-public information about the Company Group, the Company Business or the Company Assets other than the Retained Records (the “Confidential Information”) is the property of the Company Group and from and after the Closing, it will be the property of Buyer and its Affiliates (including after the Closing, the Company Group). From the Closing Date through the second anniversary of the Closing Date, Seller shall, and shall cause its Affiliates to, maintain all Confidential Information in strict confidence and secrecy, and shall not, directly or indirectly, disclose any Confidential Information to any Person other than Buyer or its Affiliates, except to the extent that such information (through no fault of Seller or its respective Affiliates) (i) is generally available to the public, (ii) is acquired on a non-confidential basis by Seller or its Affiliates or their respective Representatives from and after the Closing from sources that are not known to Seller to be prohibited from disclosing such information by a legal or contractual obligation, or (iii) is required to be disclosed under applicable Law or is requested by a Governmental Authority (by oral questions, interrogatories, requests for information or documents in legal Proceedings, subpoena, civil investigative demand or other similar process); provided that if Seller or any of its Affiliates or their respective Representatives is so compelled to disclose any such Confidential Information, then Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller believes that it is legally required to disclose; provided, further, that Seller shall use its commercially reasonable efforts to cooperate with Buyer to obtain an appropriate protective order upon Buyer’s request and at Buyer’s sole expense or other reasonable assurance that confidential treatment will be accorded such information, (iv) is disclosed in connection with a routine audit, supervisory examinations, regulatory sweeps or other

50 regulatory inquiries not specifically targeted at Buyer, the Company Group, the Company Interests or the Company Assets, or (v) is disclosed or used as necessary to enforce this Agreement or any Transaction Document or perform any obligation hereunder or thereunder. This Section 6.9 shall not prohibit disclosure of any Confidential Information to any Representatives of Seller or its Affiliates who agree to keep such Confidential Information confidential and are informed of the terms of this Section 6.9; provided that such Seller shall be responsible for any breach of this Section 6.9 by such Representatives to which it disclosed such Confidential Information. Section 6.10 Casualty Loss; Condemnation. (a) If, after the Execution Date but prior to the Closing, all or any portion of the Company Assets are destroyed or damaged by fire, flood, earthquake, storm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or are taken in condemnation or under the right of eminent domain or have become the subject of pending condemnation or eminent domain proceedings, and the aggregate amount of the reasonably estimated Repair / Replacement Costs exceeds $200,000 (such damage in excess of such amount, a “Casualty Loss”), Seller will promptly send written notice to Buyer of the occurrence of such event (a “Casualty Notice”) and provide Buyer with all reasonably requested information with respect thereto, including allowing Buyer and its representatives to visit and survey the damage resulting therefrom (as applicable). If any Party believes in good faith that the amount of the aggregate Repair / Replacement Cost for such Casualty Loss is equal to or exceeds $1,000,000, the Parties will together promptly select an independent third-party construction and engineering or consulting firm (as applicable depending on whether such Casualty Loss is caused by casualty or a condemnation or eminent domain taking) skilled in designing and/or constructing assets of the type that suffered the Casualty Loss (an “Engineering Firm”) who will be engaged to determine the amount of Repair / Replacement Cost for such Casualty Loss. If the Parties are unable to agree upon an Engineering Firm by the expiration of fifteen (15) days following the delivery of the Casualty Notice, each of Seller, on the one hand, and Buyer, on the other hand, will select a separate Engineering Firm to determine the Repair / Replacement Cost. If the two Engineering Firms so selected do not agree on the Repair / Replacement Cost, then the two Engineering Firms will select a third Engineering Firm to determine the Repair / Replacement Cost. The final Repair / Replacement Cost will be the average of the two Repair / Replacement Cost estimates that are the closest in amount relative to each other. Each Party will use its commercially reasonable efforts to cause any Engineering Firm engaged by such party in accordance with this Section 6.10(a) to return its determination of the Repair / Replacement Cost within thirty (30) days after the date of such appraiser’s engagement by such Party; provided that no Party may delay the Closing for the time periods set forth in this Section 6.10(a) for the determination of the Repair / Replacement Cost unless such Party, upon delivery of a Casualty Notice, believes in good faith that the amount of the aggregate Repair / Replacement Cost for such Casualty Loss is equal to or exceeds $1,000,000. (b) Subject to Section 6.10(c) and Section 6.10(d), in the event of any such Casualty Loss, at the Closing, the applicable Company Group Members and Seller will enter into customary agreements pursuant to which Seller will deliver to Buyer all sums paid to Seller or its Affiliates by any insurance company for the Repair of the applicable Company Assets or in respect of such Casualty Loss. (c) In the event of a Casualty Loss after the Execution Date but prior to the Closing involving an aggregate Repair / Replacement Cost that is greater than $1,000,000 but less than $20,000,000 as established in accordance with Section 6.10(a), Seller and Buyer will proceed with the Closing but the Base Consideration will be adjusted downward by the estimated Repair / Replacement Cost for such Casualty Loss; provided that, in such case, to the extent that the Base Consideration is so reduced, all insurance proceeds received by Seller, any Company Group Member or their respective Affiliates for the

51 Repair of such Company Assets or in respect of such Casualty Loss, whether before or after the Closing, will be retained by or promptly paid to Seller upon receipt, notwithstanding anything to the contrary in Section 6.10(a). (d) In the event of (i) a Casualty Loss after the Execution Date but prior to the Closing involving an aggregate Repair / Replacement Cost that is greater than $20,000,000 as established in accordance with Section 6.10(a), either Seller or Buyer may elect to terminate this Agreement or (ii) a Koki Casualty Event, Buyer may elect to terminate this Agreement, in either case, by giving five (5) days prior written notice to the other Party. If no Party exercises such right to terminate, then Buyer and Seller will proceed with the Closing notwithstanding any such Casualty Loss (without reduction of the Base Consideration), and the applicable Company Group Members and Seller will enter into customary agreements pursuant to which Seller will deliver to Buyer all sums paid to Seller or its Affiliates by any insurance company for the Repair of the applicable Company Assets or in respect of such Casualty Loss. (e) The occurrence of a Casualty Loss after the Execution Date but prior to the Closing will not, in and of itself, be deemed a breach of Seller’s representations and warranties, covenants or other obligations under this Agreement absent some other breach of Seller’s representations and warranties, covenants or other obligations under this Agreement. An election by any Party to exercise its right pursuant to Section 6.10(d) to terminate this Agreement will not, in and of itself, result in any breach of any representation, warranty or covenant of such Party under this Agreement. (f) In the event of any Casualty Loss, Seller and Buyer agree, as applicable, to use commercially reasonable efforts and, if applicable, to cause the applicable Company Group Members to use commercially reasonable efforts, to pursue claims and collect any amounts to which Seller, Buyer or such Company Group Member, as applicable, may be entitled under the applicable insurance policies in respect of such Casualty Loss. Section 6.11 No Solicitation of Other Bids. Seller will not, and will not authorize or permit any of its Affiliates (including the Company Group) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate, consider, submit or continue inquiries regarding an Acquisition Proposal or participate in any negotiations or discussions with, or furnish any assistance or non- public information to, any Person or group of Persons regarding any Acquisition Proposal; (ii) enter into discussions or negotiations with any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements, understandings or other instruments, whether written or oral, to effect an Acquisition Proposal. Seller will immediately cease and cause to be terminated, and will cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” will mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, membership interest exchange or other business combination transaction involving any Company Group Member; (ii) a sale, disposition or transfer of all or any Equity Interests in any Company Group Member, including the Membership Interests, or the issuance or acquisition of membership interests or other equity securities in any Company Group Member; (iii) the sale, lease, exchange or other disposition of any material portion of the assets or properties of the Company Group, including the Company Assets, (iv) any financing transaction of any kind, other than routine lending arrangements in the ordinary course of business or as otherwise expressly required under the terms of this Agreement in connection with the consummation of the transactions contemplated herein or (v) any other transaction that would require the Parties to abandon the transactions contemplated by this Agreement. Seller acknowledges that the breach or threatened breach of any of the agreements applicable to it contained in this Section 6.11 could give rise

52 to irreparable injury to the Company Group and Buyer and that the value of the transaction contemplated hereby to Buyer would be diminished, each of which might be inadequately compensable in monetary damages. Accordingly, Buyer may seek (i) equitable relief, including injunctive relief and specific performance, and (ii) any other legal remedies which may be available under the terms of this Agreement, including, without limitation, recovery of all attorneys’ fees and costs incurred by Buyer in obtaining relief from Seller’s breach or threatened breach, and Buyer may pursue any remedy available hereunder concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. Section 6.12 Transferred Employees. No later than fifteen (15) Business Days following the Execution Date, Buyer or its Affiliate shall make offers to each of the Company Service Providers, which offer: (i) shall be for employment with Buyer or its Affiliate effective as of the Closing, and on terms of employment that include (a) an annual base salary or wage level, as applicable, and annual bonus opportunities, at least equal to those provided to Buyer’s or its applicable Affiliate’s similarly situated employees, and (b) employee benefits that are no less favorable to those provided to Buyer’s or its applicable Affiliate’s similarly situated employees, and (ii) may be subject to such Company Service Provider’s satisfaction of Buyer’s or its Affiliate’s lawful pre-hire background check and drug testing requirements that are also applicable to (and applied in the same manner as applied to) Buyer’s or its Affiliate’s similarly situated new hires. No later than ten (10) days prior to the Closing Date, Buyer shall inform Seller which of the Company Service Providers have accepted, and which of the Company Service Providers have declined, such offers. As of the Closing Date, each Company Service Provider who accepts his or her employment offer from Buyer or its Affiliate and assumes employment with Buyer or its Affiliate (each, a “Transferred Employee”) will cease to be employed by Seller or its Affiliate, as well as the PEO, and will assume employment with Buyer or its Affiliate. Section 6.13 Access to Information. After the Closing Date, Buyer will grant to Seller (or its Representatives) access at reasonable times to all of the Records, and will afford such Party the right to take extracts therefrom and to make copies thereof, at Seller’s sole cost and expense, to the extent reasonably necessary to prepare such Party’s financial statements or Tax Returns, implement the provisions of this Agreement, or to investigate or defend any Claims among the Parties and/or their Affiliates arising under this Agreement. Buyer will maintain such Records until the seventh anniversary of the Closing Date (or for such longer period of time as Seller may reasonably determine is necessary in order to have the Records available with respect to Tax matters), or if any of the Records pertain to any Claim or dispute pending on the seventh anniversary of the Closing Date, Buyer will maintain any of the Records designated by Seller or its Representatives until such Claim or dispute is finally resolved and the time for all appeals has been exhausted. Notwithstanding anything to the contrary herein, Seller will be entitled to retain a copy of the Company Group’s Records after the Closing, which shall be subject to the restrictions in Section 6.9. Section 6.14 Representation and Warranty Insurance Policy. The Parties acknowledge and agree that, as of or prior to the Execution Date, Buyer has procured the Representation and Warranty Insurance Policy Conditional Binder, attached hereto as Exhibit B (the “Representation and Warranty Insurance Policy Conditional Binder”). Following the execution of this Agreement, Buyer shall use commercially reasonable efforts to satisfy the conditions set forth in the Representation and Warranty Insurance Policy Conditional Binder to cause the Representation and Warranty Insurance Policy to be issued on terms and in the form set forth in the Representation and Warranty Insurance Policy Conditional Binder as soon as practicable and Seller shall reasonably cooperate with Buyer in connection therewith. Buyer shall cause the Representation and Warranty Insurance Policy to expressly provide that the insurer(s) issuing the Representation and Warranty Insurance Policy shall waive or otherwise not pursue any

53 subrogation, contribution, or other rights against Seller or any of its Affiliates and/or any of their respective Representatives, except in the case of Fraud by such Person, the Fraud of any Person(s) shall not be imputed to any other Person(s), and Seller, its Affiliates, and their respective Representatives are express third-party beneficiaries of the foregoing waiver of subrogation. Following the execution of this Agreement, Buyer shall not, and Buyer shall cause its Affiliates not to, amend, modify, or otherwise change the Representation and Warranty Insurance Policy in a manner materially adverse to Seller or any of its Affiliates and/or any of their respective Representatives without the prior written consent of Seller, which may be withheld, conditioned, or delayed in Seller’s sole discretion. Notwithstanding the foregoing, for the avoidance of doubt, the Parties acknowledge and agree that the obtaining of the Representation and Warranty Insurance Policy is not a condition to Buyer’s obligation to consummate the Closing, and Buyer shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in Section 7.1, to consummate the transactions contemplated by this Agreement. Buyer shall be responsible for and timely pay, or cause to be paid, all costs and expenses related to the Representation and Warranty Insurance Policy, including the total premium, underwriting costs, Taxes, brokerage commission, and other fees and expenses of the Representation and Warranty Insurance Policy. From and after the Closing, Buyer may notify Seller in connection with any claim made by Buyer or its Affiliates under the Representation and Warranty Insurance Policy and to the extent reasonably requested, Seller shall, and shall use commercially reasonable efforts to cause its Affiliates to, at Buyer’s sole cost and expense, reasonably cooperate with Buyer and its Affiliates in connection with any claim made by such Person under the Representation and Warranty Insurance Policy. Section 6.15 Seller Marks. Notwithstanding anything to the contrary in this Agreement, Buyer shall not acquire or otherwise be entitled to, and no Company Group Member shall retain, any right, title, interest, license or any other right whatsoever to use any of the Seller Marks. Buyer shall, as promptly as practicable, but in any event within one hundred twenty (120) days after the Closing Date (the “Removal Deadline”), eliminate and remove (or cause to be eliminated and removed) any and all of the Seller Marks from the Company Group’s assets and properties (including the Company Assets) and Buyer shall amend the Company Group’s Organizational Documents and make the necessary filings with the Secretary of State of the State of Delaware and the State of Colorado, as applicable, to change the legal or business name of each Company Group members to a name that does not include “Outrigger” or other similar identifiers or any abbreviation, derivation or extension thereof. From and after the Removal Deadline, Buyer shall not, and Buyer shall cause its Affiliates not to, use any of the Seller Marks in connection with the Company Business, the Company Group’s assets or properties (including the Company Assets) or otherwise; provided, however, that from and after the Closing Date, Buyer shall not, and shall cause its Affiliates not to, send or cause to be sent to any Person any correspondence or other materials containing any of the Seller Marks. Section 6.16 Interim Information. During the Interim Period, Seller shall promptly notify Buyer in writing with respect to any matter first arising or occurring after the Execution Date which, if such matter had arisen or occurred prior to or on the Execution Date, would have been required to be set forth or described in the Seller’s Schedules (a “Post-Signing Matter”) only if Seller expressly acknowledges in writing that such Post-Signing Matter causes the conditions to Closing set forth in Article 7 to fail to be satisfied, in which case Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(e) or, subject to the satisfaction (or waiver) of the other conditions set forth in Article 7 proceed with the Closing. For avoidance of doubt, Seller shall not, and shall cause its Affiliates that are involved in the negotiation of the Transaction Documents and Representatives not to, notify Buyer of any other Post- Signing Matter except as otherwise contemplated in Section 6.1. Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that failure of Seller to notify Buyer of any Post-Signing Matter in compliance with this Section 6.16 shall not be considered in any Claim for Fraud.

54 Section 6.17 Records. To the extent not already in the possession of the Company Group as of the Closing, Seller shall, and shall use commercially reasonable efforts to cause any of its Affiliates or Representatives to, make available to Buyer promptly following Closing, originals, or to the extent not available, copies of all of the Records of the Company Group in the Seller’s or such Affiliates’ or Representatives’ possession; provided that neither Seller nor any of its Affiliates or Representatives shall have any obligation to provide (a) information that, if disclosed, would (i) violate an attorney-client privilege available to Seller, its Affiliates or any of their Representatives, or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications, cause Seller, its Affiliates or their Representatives to breach any fiduciary duty or contract, or (ii) result in a violation of Law or (b) information relating to the process conducted for the sale of the Company Group, including bids received from other Third Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids. Section 6.18 Data Room. From and after the Execution Date until the earlier of the Closing Date and termination of this Agreement, Seller shall continue to provide continuous access to Buyer and its Representatives to the Data Room in accordance with Section 6.3. Seller shall deliver or cause to be delivered, within ten (10) Business Days following the Closing Date, to Buyer, two electronic discs or flash drives containing copies of the documents uploaded as of the Closing Date to the Data Room. Section 6.19 Updated Financial Statements. As soon as reasonably practicable following the Execution Date, Seller shall prepare, or cause to be prepared, and provide to Buyer true, correct and complete copies of the financial statements and information described on Schedule 6.19. Buyer shall be responsible for and/or reimburse Seller for any third party, out-of-pocket expenses incurred by Seller in connection with the preparation of the financial statements and information required under this Section 6.19 that Seller would not otherwise have incurred in the ordinary course of business. Section 6.20 Compressors. The Parties acknowledge and agree as follows: (a) With respect to Koki #4, to the extent that Koki #4 is not fully operational as of the Closing Date consistent with the Company Group’s past practice with respect to the Company Group’s same or similar model compressor units (“Fully Operational”), Seller shall, and shall cause its Affiliates to, continue to use commercially reasonable efforts to repair, restore or replace Koki #4 as soon as practicable following the Closing until Koki #4 is Fully Operational, as determined in good faith by Seller and Buyer. Notwithstanding anything to the contrary herein, Seller shall be responsible for any and all costs and expenses associated with such repair, restoration or replacement work, which such responsibility shall survive this Agreement; provided that Seller shall not be responsible for any costs or expenses associated with Koki #4 that relate to or arise from any period after Koki #4 becomes Fully Operational, as determined in good faith by Seller and Buyer. Any insurance proceeds received by Seller, any Company Group Member or their respective Affiliates in connection with such repair, restoration or replacement of Koki #4, whether before or after the Closing, will be retained by or promptly paid to Seller upon receipt. From and after the Closing, Buyer shall, and shall cause its Affiliates (including the Company Group) to, reasonably cooperate with Seller as necessary to enable Seller to obtain any such insurance proceeds. (b) With respect to Koki #5, during the Interim Period and from and after Closing, Seller shall, and shall cause its Affiliates to, continue to use commercially reasonable efforts to repair, restore or replace Koki #5 as necessary to make Koki #5 mechanically operational such that it is ready to be installed and placed into commercial service at the Koki Station, as determined by Koki #5 passing a no-load run test (at which such test Representatives of Buyer are present or were provided a reasonable opportunity to be present with no less than five (5) Business Days prior written notice) prior to its delivery

55 to the Koki Station (“Mechanically Operational”) as soon as practicable following the Execution Date. Seller agrees to conduct weekly meetings with Buyer to provide Buyer with updates on the repair, restoration or replacement work and shall consider in good faith any reasonable comments provided by Buyer in connection therewith; provided that (i) the Parties currently anticipate that the scope of work will involve removing Koki #5 from the Koki Station and transporting Koki #5 off-site for repair; and (ii) Seller shall use commercially reasonable efforts to obtain for the benefit of Company Group warranties for such repair, restoration or replacement work consistent with the Company Group’s past practice with respect to similar work on the Company Group’s same or similar model compressor units. Notwithstanding anything to the contrary, Seller shall be responsible for any and all costs and expenses associated with making Koki #5 Mechanically Operational, whether prior to or after the Closing, including the repair, restoration or replacement thereof, which such responsibility shall survive this Agreement; provided that Seller shall not be responsible for any costs or expenses associated with Koki #5 that relate to or arise from any period after Koki #5 becomes Mechanical Operational, as determined in good faith by Seller and Buyer. After the no- load test is successfully completed in accordance with this Section 6.20(b), Seller will deliver to Buyer, and Buyer will accept, Koki #5 at the Koki Station. Any insurance proceeds received by Seller, any Company Group Member or their respective Affiliates in connection with such repair, restoration or replacement of Koki #5, whether before or after the Closing, will be retained by or promptly paid to Seller upon receipt. From and after the Closing, Buyer shall, and shall cause its Affiliates (including the Company Group) to, reasonably cooperate with Seller as necessary to enable Seller to obtain any such insurance proceeds. (c) As soon as reasonably practicable following the Execution Date: (i) Subject to Sections 6.20(c)(ii) and (iii), Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to relocate and install (and if installed prior to the Closing Date, operate for the remaining duration of the Interim Period) the Bayou Compressor Unit to the same location where Koki #5 was previously located, in each case, at the sole cost and expense of Seller; provided that as a result of such transportation and installation, the Bayou Compressor Unit shall be in the same operating condition (normal wear and tear excepted) as it was immediately prior to such removal, transportation and installation; (ii) Seller shall use commercially reasonable efforts to obtain all Governmental Authorization necessary to perform its obligations in Section 6.20(c)(i), including submitting a CDPHE general permit to be effective immediately upon submittal and by no later than October 31, 2022 and rescinding the existing general permit for Koki Compressor Unit No. 6; provided that if Seller has not submitted such general permit or if the general permit is not effective on or before October 31, 2022, or for any reason, Seller believes that the general permit will be rejected or delayed for any reason, Seller shall immediately notify Buyer and, if requested by Buyer, take all necessary steps to install the Bayou Compressor Unit at the Koki Station as a temporary replacement for Koki #5 in the Alternate Operating Scenario in any case at the sole cost and expense of Seller; and (iii) During the Interim Period, Seller shall cause Company Subsidiary to use commercially reasonable efforts to attempt to expedite the issuance of an individual permit from CDPHE with respect to Koki #7. (d) Notwithstanding anything to the contrary in this Agreement, Buyer will indemnify, defend and hold harmless the Inspection Indemnitees as provided in Schedule 6.20(d).

56 ARTICLE 7 CONDITIONS TO CLOSING Section 7.1 Buyer’s Closing Conditions. Buyer’s obligations to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Buyer), at or prior to the Closing, of each of the following conditions: (a) All Seller Required Governmental Authorizations and Company Required Governmental Authorizations will have been obtained and will be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (b) Seller and Company will have performed and complied, or caused each Company Group Member to have performed and complied, in all material respects with all the other covenants required by this Agreement to be performed or complied with by it or them on or prior to the Closing Date. (c) (i) The representations and warranties in Article 3 and Article 4, other than the Company and Seller Fundamental Representations and Warranties, shall be true and correct in all respects (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifications therein (except that the word “Material” in the defined term “Material Contract” and “Material Permit” shall not be disregarded for any of such purposes)) as of the Execution Date and as of the Closing as if made as of the Closing, except in each case (A) to the extent such representations and warranties expressly relate to an earlier specified date, in which case such representations shall be so true and correct as of such earlier date and (B) to the extent the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (ii) each of the Company and Seller Fundamental Representations and Warranties shall be true and correct in all respects as of the Execution Date and as of the Closing as if made as of the Closing, except in each case to the extent such representations and warranties expressly relate to an earlier specified date, in which case such representations shall be so true and correct as of such earlier date. (d) There will not be any action or proceeding before any Governmental Authority of competent jurisdiction with respect to which an unfavorable Order would prohibit the consummation of the transactions contemplated by this Agreement or declare the consummation of the transactions unlawful or require the consummation of the transactions to be rescinded, and no Law shall have been enacted, promulgated, issued, entered, enforced or adopted by any Governmental Authority of competent jurisdiction that enjoins, restrains, prevents, prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Documents. (e) No Material Adverse Effect shall have occurred since the Most Recent Balance Sheet Date. (f) Seller shall have delivered, caused to be delivered, or be ready, willing and able to deliver, to Buyer or the applicable required Person, all of the closing deliveries set forth in Section 8.2 and in the other Transaction Documents. Notwithstanding anything to the contrary in this Agreement, Buyer may not rely on the failure of any condition set forth in Section 7.1 to be satisfied if such failure was caused primarily by the failure of Buyer to perform any of its obligations under this Agreement. If the Closing occurs, all closing conditions set forth in this Article 7 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Buyer solely for purposes of this Article 7 (and, for the avoidance of doubt, such

57 waiver shall not apply to or limit the rights of the Parties under this Agreement or the Transaction Documents after the Closing). Section 7.2 Seller’s and the Company’s Closing Conditions. The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Seller and the Company), at or prior to the Closing, of each of the following conditions: (a) The Buyer Required Governmental Authorizations will have been obtained and will be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (b) Buyer will have performed and complied in all material respects with all the other covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) (i) The representations and warranties in Article 5, other than the Buyer Fundamental Representations and Warranties, will be true and correct in all respects as of the Execution Date and as of the Closing as if made as of the Closing, except (A) in each case to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date and (B) to the extent the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect; and (ii) the Buyer Fundamental Representations and Warranties will be true and correct in all respects as of the Execution Date and as of the Closing as if made as of the Closing, except in each case to the extent such representations and warranties expressly relate to an earlier specified date, in which case such representations shall be so true and correct as of such earlier date. (d) There will not be any action or proceeding before any Governmental Authority of competent jurisdiction with respect to which an unfavorable Order would prohibit the consummation of the transactions contemplated by this Agreement or declare the consummation of the transactions unlawful or require the consummation of the transactions to be rescinded, and no Law shall have been enacted, promulgated, issued, entered, enforced or adopted by any Governmental Authority of competent jurisdiction that enjoins, restrains, prevents, prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Documents. (e) Buyer shall have delivered, caused to be delivered, or be ready, willing and able to deliver, to Seller or the applicable required Person, all of the closing deliveries set forth in Section 8.3 and in the other Transaction Documents. Notwithstanding anything to the contrary in this Agreement, Seller may not rely on the failure of any condition set forth in Section 7.2 to be satisfied if such failure was caused primarily by the failure of Seller to perform any of its obligations under this Agreement. If the Closing occurs, all closing conditions set forth in this Article 7 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Seller solely for purposes of this Article 7 (and, for the avoidance of doubt, such waiver shall not apply to or limit the rights of the Parties under this Agreement or the Transaction Documents after the Closing).

58 ARTICLE 8 CLOSING Section 8.1 Closing. The “Closing” will be held at the offices of Vinson & Elkins LLP, 845 Texas Avenue, Suite 4700, Houston, Texas, or remotely via the exchange of documents and signatures by facsimile or electronic transmission on the third (3rd) Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties set forth in Article 7 (other than those conditions that, by their nature, are to be satisfied only at the Closing Date, but subject to the satisfaction or waiver of such conditions at Closing in accordance with this Agreement) or such other date as Buyer and Seller may mutually agree in writing (the date on which the Closing occurs is referred to herein as the “Closing Date”). All actions to be taken and all documents and instruments to be executed and delivered at Closing shall be deemed to have been taken, executed, and delivered simultaneously and, except as permitted hereunder, no actions shall be deemed taken nor any document and instruments executed or delivered until all actions have been taken and all documents and instruments have been executed and delivered. Section 8.2 Seller’s Deliverables. Subject to the terms and conditions of this Agreement, at the Closing, Seller will execute and deliver (or cause to be executed and delivered) to Buyer each of the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) to Buyer each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated), in each case in form and substance as reasonably acceptable to Buyer, as applicable: (a) a certificate, dated as of the Closing Date, signed by a Responsible Officer of Seller, certifying that the conditions set forth in Section 7.1(b), Section 7.1(c) and Section 7.1(e) have been satisfied; (b) to the extent applicable, written resignations of each of the individuals who serves as an officer or director of any Company Group Member in his or her capacity as such, including those listed on Schedule 8.2(b); (c) a counterpart of an Assignment and Assumption Agreement (the “Assignment Agreement”) in substantially the form attached hereto as Exhibit C, evidencing the assignment and transfer to Buyer of the Membership Interests, duly executed by Seller; (d) a summary of all of the Transaction Expenses listing the amounts to be paid and each recipient to whom such amounts will be paid (the “Company Transaction Expenses Summary”), together with accompanying payment instructions, which shall be delivered by Seller to Buyer no less than two (2) Business Days prior to the Closing Date; (e) a counterpart of a transition services agreement in substantially the form of Exhibit E (the “Transition Services Agreement”), duly executed by Seller; (f) copies of duly executed, customary payoff letters and other instruments evidencing the termination, repayment and release of all Closing Debt (if any), which shall reflect the amount (including all principal, interest, fees, prepayment premiums and penalties, if any) necessary to satisfy in full such Closing Debt, and any Liens granted with respect thereto, the effectiveness of which is conditioned only on the occurrence of the Closing hereunder, including (a) Releases of all Liens on all assets and properties of the Company Group, including the Company Assets, and equity interests of the Company

59 Group, including the Membership Interests, in each case securing such Closing Debt and (b) authorizations to file UCC-3 termination statements in all applicable jurisdictions to evidence the release of such Liens; (g) a duly completed and executed IRS Form W-9 of Seller; (h) duly executed copies of all consents and approvals required for the consummation of the transactions contemplated by this Agreement and the Transaction Documents and set forth on Schedule 8.2(h); (i) good standing certificates or the equivalent for Seller and each Company Group Member from the applicable Secretaries of State of each of their respective jurisdictions of formation and, with respect to the Company Group, any jurisdictions in which they are qualified to do business, in each case, dated within ten (10) days of the Closing Date; and (j) a certificate from a duly authorized officer of Seller certifying to and providing (A) copies of the Company Group’s Organizational Documents as in effect at the Closing (including all amendments thereto); and (B) resolutions from the board of managers, members, managing member or similar governing body of Seller duly authorizing and approving the execution and delivery of this Agreement and the other Transactions Documents and the consummation of the transactions contemplated herein and therein. Section 8.3 Buyer’s Deliverables. Subject to the terms and conditions of this Agreement, at the Closing, Buyer will execute and deliver (or cause to be executed and delivered) each of the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated), in each case in form and substance as reasonably acceptable to Seller, as applicable: (a) payment of the Closing Amount (as adjusted pursuant to Section 2.3(a)) by wire transfer as contemplated by Section 2.2; (b) payment of the Transaction Expenses on behalf of Seller to the applicable recipients, as set forth on the Company Transaction Expenses Summary, by wire transfer of immediately available funds pursuant to the delivery instructions delivered by Seller to Buyer, as contemplated by Section 8.2(d); (c) on behalf of Seller, payment of the Closing Debt by wire transfer of immediately available funds to the accounts designated by the Persons to whom any portion of the Closing Debt is owed in accordance with the payoff letters provided by Seller pursuant to Section 8.2(g) and wire instructions set forth therein; (d) a certificate, dated as of the Closing Date, signed by a Responsible Officer of Buyer, certifying that the conditions set forth in Section 7.2(b) and Section 7.2(c) have been satisfied; (e) a counterpart of the Transition Services Agreement, duly executed by Buyer; (f) a counterpart of the Assignment Agreement, duly executed by Buyer;

60 (g) good standing certificates or the equivalent Buyer from the Secretary of State of its jurisdiction of formation, dated within ten (10) days of the Closing Date; and (h) a certificate from a duly authorized officer of Buyer certifying to and providing resolutions from the board of managers, members, managing member or similar governing body of Buyer duly authorizing and approving the execution and delivery of this Agreement and the other Transactions Documents and the consummation of the transactions contemplated herein and therein. ARTICLE 9 TERMINATION RIGHTS Section 9.1 Termination Rights. This Agreement and the transactions contemplated herein may be terminated at any time prior to the Closing as follows: (a) by mutual written consent of Buyer and Seller; (b) by either Party, if any Governmental Authority of competent jurisdiction has enacted, promulgated, issued, entered, enforced or adopted any Law or issued any Order enjoining, restraining, preventing, prohibiting or otherwise making illegal the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the enactment, promulgation, issuance, entry, enforcement or adoption of such Law or issuance of such Order was primarily due to the failure of such Party to perform or comply with any of its obligations under this Agreement; (c) by Seller in the event that there will have been a breach or inaccuracy of Buyer’s representations and warranties in this Agreement or a failure by Buyer to perform its covenants in this Agreement, in any such case in a manner that the conditions to the Closing set forth in Section 7.2(b) or Section 7.2(c) would not be satisfied (provided that at such time (i) none of the representations and warranties of Seller will have become and continue to be untrue in a manner that would cause the condition set forth in Section 7.1(c) not to be satisfied and (ii) there has been no failure by Seller to perform its covenants in such a manner as would cause the condition set forth in Section 7.1(b) not to be satisfied); provided, however, that Seller will provide notice to Buyer as soon as practicable after becoming aware of any such breach, inaccuracy or failure of Buyer; and provided, further, that if such breach, inaccuracy or failure is curable by Buyer through the exercise of its commercially reasonable efforts then, for up to thirty (30) days from the date Buyer receives notice of such breach, inaccuracy or failure from Seller, as long as Buyer continues to exercise such commercially reasonable efforts, Seller may not terminate this Agreement under this Section 9.1(c) prior to the later of (x) the Termination Date or (y) the end of such thirty (30) day period; (d) by Buyer in the event that there has been a breach or inaccuracy of Seller’s or the Company’s representations and warranties in this Agreement or a failure by Seller or the Company to perform its covenants in this Agreement, in any such case in a manner that the conditions to the Closing set forth in Section 7.1(b) or Section 7.1(c) would not be satisfied (provided that at such time (i) none of the representations and warranties of the Buyer will have become and continue to be untrue in a manner that would cause the condition set forth in Section 7.2(c) not to be satisfied and (ii) there has been no failure by Buyer to perform its covenants in such a manner as would cause the condition set forth in Section 7.2(b) not to be satisfied); provided, however, that Buyer will provide notice to Seller as soon as practicable after becoming aware of any such breach or inaccuracy of Seller or the Company; and provided, further, that if

61 such breach or inaccuracy is curable by Seller or the Company through the exercise of its commercially reasonable efforts then, for up to thirty (30) days from the date Seller receives notice of such breach or inaccuracy from Buyer, as long as Seller or the Company continues to exercise such commercially reasonable efforts, Buyer may not terminate this Agreement under this Section 9.1(d) prior to the later of (x) the Termination Date or (y) the end of such thirty (30) day period; (e) by either Buyer or Seller following the Termination Date (as extended); provided that the right to terminate this Agreement under this Section 9.1(e) will not be available to any Party whose breach of any representation, warranty or covenant contained in this Agreement will have been the cause of, or will have resulted in, the failure of the Closing to occur on or before the Termination Date; or (f) by either Buyer or Seller in accordance with Section 6.10; or (g) by Buyer in accordance with Section 6.16. Section 9.2 Effect of Termination. (a) In the event of the valid termination of this Agreement pursuant to Section 9.1, the terminating Party shall give written notice thereof to the other Party or Parties specified in Section 9.1, and the transactions contemplated by this Agreement shall be abandoned, without further action by any of the Parties, but subject to the rights and remedies of the Parties hereunder. (b) In the event of the valid termination of this Agreement pursuant to Section 9.1, this Agreement shall become null and void, each of the Parties will be relieved of its duties hereunder, all obligations of the Parties hereto will terminate and no Party shall have any liabilities hereunder; provided, however, that (i) the provisions of this Section 9.2, Section 6.3(b), Section 6.3(c), Section 6.4, Section 6.20(c), Section 6.20(d), Section 9.3, Article 10 and any other Section or Article or definition that is required to survive in order to give appropriate effect to the foregoing provisions shall remain in full force and effect and survive such termination indefinitely; and (ii) nothing in this Agreement will prejudice the ability of the non-breaching Party from seeking damages from the other Party or Parties for Fraud or any knowing and intentional breach of this Agreement prior to termination; provided, further, that the Confidentiality Agreement will remain in full force and effect following any termination of this Agreement pursuant to this Article 9. Section 9.3 Remedies. (a) Seller’s Remedies. Notwithstanding anything herein to the contrary, upon Buyer’s breach of any representation, warranty or covenant contained in this Agreement such that Seller would be entitled to terminate this Agreement pursuant to Section 9.1(c), Seller may terminate this Agreement and pursue or assert any of its rights, counterclaims, other remedies to which Seller or the Company is or may be entitled arising from or out of this Agreement or as otherwise provided by Law. (b) Buyer’s Remedies. Notwithstanding anything herein to the contrary, upon the Seller’s or the Company’s breach of any representation, warranty or covenant contained in this Agreement such that Buyer would be entitled to terminate this Agreement pursuant to Section 9.1(d), Buyer may terminate this Agreement without any obligation to pay the Purchase Price and pursue or assert any of its rights, counterclaims, other remedies to which Buyer is or may be entitled arising from or out of this Agreement or as otherwise provided by Law.

62 (c) Buyer’s and Seller’s Remedy. Upon termination of this Agreement by a Party other than as contemplated by Section 9.3(a) or Section 9.3(b), all obligations and liabilities of the Parties under this Agreement shall terminate and become void, subject to Section 9.2. ARTICLE 10 SURVIVAL; INDEMNIFICATION Section 10.1 Survival. (a) Except as set forth in Section 9.2 and Section 10.1(b), none of the representations, or warranties in this Agreement or in any certificate delivered in respect hereof or any Schedule, certificate or other similar instrument delivered pursuant to this Agreement shall survive the Closing and all rights, claims and causes of action (whether under any contract, misrepresentation, tort or strict liability theory, or under applicable Law, and whether in law or in equity, including rights to contribution under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended) with respect thereto are hereby waived and released by Buyer and shall terminate at the Closing. The covenants and other agreements of the Parties set forth in this Agreement to be performed on or before Closing shall expire sixty (60) days after the Closing Date and the covenants and other agreements of the Parties set forth in this Agreement to be performed after the Closing shall survive until the expiration by their terms of the obligations of the applicable Party under such covenant, including when such covenant has been fully performed. The indemnification obligation in Section 10.2(a)(ii) below shall survive indefinitely. (b) Notwithstanding anything to the contrary in this Agreement, the indemnities contained in Section 10.2 shall survive the Closing and shall remain in full force and effect until the applicable Expiration Date. In no event shall any Buyer Indemnified Parties be permitted to make any Claim under Section 10.2 unless such Claim is first made on or prior to the earlier of (i) the second (2nd) annual anniversary of the Closing Date and (ii) sixty (60) days following the date that performance of such covenant or agreement by Seller is no longer required in accordance with this Agreement; provided, further, that Claims arising from a breach of a covenant in Section 6.7 shall survive until sixty (60) days following the expiration of the applicable statute of limitations (the date, if any, on which a Claim under this Article 10 herein so expires, the “Expiration Date”). Section 10.2 Indemnification of Buyer by Seller and of Seller by Buyer. (a) Subject to the terms of this Article 10, from and after the Closing, Seller will indemnify, defend and hold harmless Buyer and its Affiliates and their respective Representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”), to the fullest extent permitted by Law, from and against any Claims or Losses incurred, suffered or sustained, arising out of, in connection with or relating to (i) any breach by Seller of any of the Seller’s covenants or agreements contained in this Agreement or in any of the other Transaction Documents or (ii) the matters set forth on Schedule 10.2(a)(ii) (the “Specified Matters”). (b) Subject to the terms of this Article 10, from and after the Closing, Buyer will indemnify, defend and hold harmless Seller and its Affiliates and their respective Representatives, successors and assigns (collectively, the “Seller Indemnified Parties”), to the fullest extent permitted by Law, from and against any Claims or Losses incurred, suffered or sustained, arising out of, in connection with or relating to any breach by Buyer of any of the Buyer’s covenants or agreements contained in this Agreement or in any of the other Transaction Documents.

63 Section 10.3 Indemnification Procedures. (a) A Buyer Indemnified Party or Seller Indemnified Party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of any matter which the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide, or delay in providing, such notice shall not release the Indemnifying Party from its obligations under this Article 10 except to the extent the Indemnifying Party is actually and materially prejudiced by such failure or delay. (b) If any Person other than Seller, Buyer or any of their respective Affiliates shall notify any Indemnified Party with respect to any matter (a “Third-Party Claim”) that may give rise to a Claim for indemnification against an Indemnifying Party under this Article 10, then such Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing; provided that the failure to provide, or delay in providing, such notice shall not release the Indemnifying Party from its obligations under this Section 10.3 except to the extent the Indemnifying Party is actually and materially prejudiced by such failure or delay. (c) The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided that, prior to the Indemnifying Party assuming control of such defense, the Indemnifying Party shall first verify to the Indemnified Party in writing that the Indemnifying Party shall be fully responsible for all Losses relating to such Claim for indemnification pursuant to and subject to the terms and conditions of this Section 10.3 and agree in writing to provide full indemnification to the Indemnified Party with respect to such proceeding or other Claim giving rise to such Claim for indemnification hereunder to the extent indemnifiable under this Agreement (with such referenced writing to be in form and substance reasonably acceptable to the Indemnified Party); provided, further, that the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose at its own cost and expense unless the Indemnified Party has been advised by counsel that there could be a material conflict of interest in the case of joint representation or that there may be a legal defense available to the Indemnified Party that is different (in a non de minimis way) from those available to the Indemnifying Party in which case the Indemnified Party shall be entitled to one separate counsel of the Indemnified Party’s own choosing at the Indemnifying Party’s expense; and provided further that the Indemnifying Party shall not be permitted to assume the defense if the Indemnifying Party is also a party to such proceeding and the Indemnified Party determines in good faith upon the advice of outside counsel that joint representation would present conflicts of interest, or the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not be entitled to assume or continue control of the defense of any such proceeding if (A) such proceeding relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) such proceeding seeks an injunction or equitable relief against any Indemnified Party, (C) such proceeding involves or includes any customers or suppliers of the Company Business, or (D) the Indemnifying Party has failed or is failing to defend in good faith such proceeding. If the Indemnifying Party assumes the defense of a proceeding, the Indemnifying Party will not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim if, in either case, it would (A) include the finding or admission of any liability or responsibility on behalf of the Indemnified Party, including any

64 violation of Law or other wrongdoing, (B) include any financial or other liability (including equitable relief) to be paid or satisfied by the Indemnified Party, (C) include or be reasonably be expected to have any material sanction, material restriction or material adverse effect on or change to the business, properties, financial condition or results of operations of the Indemnified Party, and (D) not result in a final resolution of the Indemnified Party’s liability with respect to the Third-Party Claim, including, in the case of a settlement, an unconditional written release of the Indemnified Party from all further liability with respect to the Third-Party Claim. If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 10.3, then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable costs and expenses (if the Indemnified Party is entitled to indemnification hereunder) in regard to the Third-Party Claim with counsel selected by the Indemnified Party by all appropriate Legal Proceedings. (d) Unless and until the Indemnifying Party assumes the defense of the Third-Party Claim as provided in Section 10.3(c), the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof or assumes the defense but asserts any limitation on its obligation to indemnify or defend which reduces its indemnification actions (in each case provided that the Indemnifying Party is ultimately required to indemnify the Indemnified Party with respect to such Third-Party Claim and subject to the applicable limitations set forth in this Article 10)); provided that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third-Party Claim. (e) If the Indemnified Party has assumed the defense of a Third-Party Claim as provided in Section 10.3(c), the Indemnified Party shall send written notice to the Indemnifying Party of any proposed settlement thereof, and in no event shall the Indemnified Party consent to the entry of any judgement or enter into settlement with respect to such Third-Party Claim without the prior written consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed). Section 10.4 Duty to Mitigate. An Indemnified Party shall use commercially reasonable efforts to (i) mitigate any Losses upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto and (ii) pursue all legal rights and remedies available (including insurance recoveries and third-party indemnification) in order to minimize the Losses to which it may be entitled to indemnification under this Article 10. Section 10.5 Limits on Indemnification. (a) An Indemnifying Party shall not be required to indemnify any Indemnified Parties to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from any bad faith, gross negligence or willful misconduct to the extent occurring after the Closing of any Indemnified Parties. (b) The amount of any Losses subject to indemnification under this Article 10 shall be reduced by the amounts of any insurance proceeds actually received by the Indemnified Parties in connection therewith (net of any collection costs, including any reasonable out of pocket expenses incurred in obtaining such recovery, any deductible under any insurance policy and any costs or expenses attributable to increases in insurance premiums resulting from such claims, including retroactive premium adjustments and all other costs resulting therefrom or arising in connection therewith), and any actual prior or subsequent contribution or other payments or recoveries of a like nature by the Indemnified Parties from any Third

65 Person (other than the Indemnifying Party) with respect to such Losses; provided that no Buyer Indemnified Party shall be required to have collected any such amounts (or have been denied payment) under its insurance policies or from Third Parties prior to making a claim under this Agreement. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Losses for which such Indemnified Party has been indemnified hereunder, then such Indemnified Party shall promptly pay to the Indemnifying Party a refund for any indemnification amount previously paid by such Indemnifying Party that such Indemnifying Party would not have been required to pay pursuant to Section 10.2 had such net insurance proceeds been received prior to the making of such indemnification payment by such Indemnifying Party, up to the amount of such net insurance proceeds so received with respect to such Losses. Any liability for indemnification under this Article 10 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one covenant or agreement. (c) An Indemnified Party shall not be entitled under this Agreement to multiple recoveries for the same Losses against all or any other parties. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO INDEMNIFIED PARTY SHALL BE ENTITLED UNDER THIS ARTICLE 10 TO RECOVER FROM THE INDEMNIFYING PARTY FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING ANY DAMAGES ON ACCOUNT OF DIMINUTION IN VALUE, LOST PROFITS OR OPPORTUNITIES OR LOST OR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY GROUP, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, AT LAW, IN EQUITY OR OTHERWISE, AND WHETHER OR NOT ARISING FROM A PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT IN EACH CASE TO THE EXTENT ANY OF THE FOREGOING ARE DETERMINED BY A JUDGE OF COMPETENT JURISDICTION TO (X) ARISE IN CONNECTION WITH A BREACH OF SECTION 6.6 OR (Y) BE DIRECT OR FORESEEABLE DAMAGES OR LOSSES AND ARE PAYABLE TO A THIRD PERSON WITH RESPECT TO A THIRD-PARTY CLAIM, IN WHICH CASE ANY SUCH DAMAGES SHALL BE CONSIDERED PART OF LOSSES AND BE COVERED BY THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE 10, AS APPLICABLE; PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIMITATIONS ON DAMAGES SHALL BE SOLELY APPLICABLE TO CLAIMS OR LOSSES FOR WHICH AN INDEMNIFIED PARTY IS ENTITLED TO RECOVERY FROM AN INDEMNIFYING PARTY UNDER SECTION 10.2 AND SHALL NOT LIMIT (i) ANY RIGHT OF RECOVERY TO WHICH AN INDEMNIFIED PARTY IS ENTITLED UNDER THE REPRESENTATION AND WARRANTY INSURANCE POLICY OR (ii) ANY CLAIM FOR FRAUD. (e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY APPLICABLE LAW TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED BY EACH OF THE PARTIES THAT EACH PARTY’S AFFILIATES, AND THE REPRESENTATIVES OF EACH PARTY AND EACH PARTY’S AFFILIATES, SHALL NOT HAVE (A) ANY PERSONAL LIABILITY TO ANY BUYER INDEMNIFIED PARTY OR SELLER INDEMNIFIED PARTY OR ANY OTHER PERSON UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER OR NOT AS A RESULT OF THE BREACH OF ANY REPRESENTATION,

66 WARRANTY, COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT OR IN ANY TRANSACTION DOCUMENT, AND WHETHER PURSUANT TO ARTICLE 10 OR OTHERWISE, AND (B) ANY PERSONAL OBLIGATION TO INDEMNIFY ANY BUYER INDEMNIFIED PARTY OR ANY SELLER INDEMNIFIED PARTY FOR ANY CLAIMS PURSUANT TO ARTICLE 10, AND EACH OF BUYER, FOR ITSELF AND ALL OTHER BUYER INDEMNIFIED PARTIES, AND SELLER, FOR ITSELF AND ALL OTHER SELLER INDEMNIFIED PARTIES, HEREBY WAIVES AND RELEASES AND SHALL HAVE NO RECOURSE AGAINST ANY OF SUCH PERSONS DESCRIBED IN THIS SECTION 10.5(e) AS A RESULT OF THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT CONTAINED HEREIN OR IN ANY CERTIFICATE DELIVERED HEREUNDER OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. (f) Seller hereby agrees that it will not make any claim for indemnification against Buyer or any Company Group Member by reason of the fact that Seller or any of its Affiliates or Representatives was a controlling person, director, manager, employee, or representative of the applicable Company Group Member or was serving as such for another Person at the request of either Company Group Member (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any Law, Organizational Document, contractual obligation, or otherwise) with respect to any Losses for which the Buyer Indemnified Parties are entitled to indemnification from Seller pursuant to this Agreement or that is based on any facts or circumstances that form the basis of a claim by a Buyer Indemnified Party hereunder, and Seller expressly waives any right of subrogation, contribution, advancement, indemnification, or other claim against Buyer and the Company Group with respect thereto. Section 10.6 Sole and Exclusive Remedies. Except (i) as set forth in Section 6.3(c), Section 6.20(d), another Transaction Document or the dispute mechanisms and processes set forth in Section 2.3(e) (which shall be the sole and exclusive remedy of the Parties for the disputes described therein, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties), (ii) for specific performance pursuant to Section 11.16, and (iii) for claims for Fraud, the indemnification provisions in this Article 10 and recovery against the Representation and Warranty Insurance Policy shall be the sole and exclusive remedy of any Party and its Affiliates with respect to any and all claims or other Legal Proceedings based upon, arising out of, by reason of or relating to the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Section 10.6 shall restrict or prohibit any Buyer Indemnified Party from making and pursuing any claim under the Representation and Warranty Insurance Policy. Section 10.7 Tax Treatment of Indemnification Payments. The Parties shall treat any amounts paid under this Article 10 as an adjustment to the Purchase Price for U.S. federal and applicable state and local income Tax purposes, unless otherwise required by applicable Law. ARTICLE 11 MISCELLANEOUS Section 11.1 Successors and Assigns. This Agreement (and all covenants, rights, obligations, and agreements created hereunder) will be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. No Party will assign this Agreement or any part hereof without the prior written consent of the other Parties, which consent may be withheld, conditioned

67 or delayed in the sole and absolute discretion of the requested Party; provided, however, that notwithstanding the foregoing, Buyer shall be entitled to assign all of its rights, interests and obligations hereunder (other than its payment obligations) to its Affiliates upon the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Section 11.2 Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by email transmission, by reputable national overnight courier service or by registered or certified mail (postage prepaid) to the Parties at the following addresses, as applicable: If to Buyer, to: Summit Midstream Partners, LLC 910 Louisiana Street, Suite 4200 Houston, TX 77002 Telephone No.: 720.638.7308 Attn: James Johnston Email: James.Johnston@summitmidstream.com with copies (which will not constitute notice to Buyer) to: Locke Lord LLP 600 Travis Street, Suite 2800 Houston, Texas 77002 Telephone No: 713.226.1143 Email: bswanstrom@lockelord.com Jennie.simmons@lockelord.com Attention: H. William Swanstrom Jennie Simmons If to Seller or the Company, to: Outrigger Energy II LLC 1200 17th Street, Suite 900 Denver, CO 80202 Telephone No.: 720.638.7308 Email: amit@outriggerenergy.com; dkitson@outriggerenergy.com Attn: Amit Jhunjhunwala and Dustin Kitson with copies (which will not constitute notice to Seller) to: Vinson & Elkins LLP 845 Texas Avenue, Suite 4700 Houston, Texas 77002 Telephone No.: 713.758.3278 Attention: W. Creighton Smith Email: crsmith@velaw.com or to such other address or addresses (or facsimile numbers) as the Parties may from time to time designate in writing.

68 Section 11.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be considered an original, and all of which will be considered one and the same instrument. Section 11.4 Rights. The failure of any Party to exercise any right granted hereunder will not impair nor be deemed a waiver of that Party’s privilege of exercising that right at any subsequent time or times, except as expressly provided herein. Section 11.5 Amendments. This Agreement may not be amended or modified in any manner except by a written document signed by the Parties that expressly amends this Agreement. Section 11.6 No Waiver. No waiver by any Party of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision hereof (whether or not similar), nor will such waiver constitute a continuing waiver unless expressly provided. No waiver will be effective unless made in writing and signed by the Party to be charged with such waiver. Section 11.7 Governing Law; Jurisdiction. (a) This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Delaware, without regard to choice of law principles that would require the application of the laws of any other jurisdiction. (b) Each Party agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Parties arising out of this Agreement or the transactions contemplated hereby will be in any state or federal court in Denver, Colorado, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any Legal Proceeding arising out of or related to this Agreement or the transactions contemplated hereby. The Parties further agree that the Parties will not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Notwithstanding the foregoing, Seller shall be entitled to enforce the provisions of Section 6.8 in any court of competent jurisdiction. (c) To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement, and (ii) submits to the personal jurisdiction of any court described in Section 11.7(b). (d) Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any court referred to in Section 11.7(b). Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Section 11.8 Jury Waiver. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT THEY MAY LEGALLY AND EFFECTIVELY DO SO, THE RIGHT TO A JURY IN ANY SUIT, ACTION OR PROCEEDING

69 ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 11.9 No Third Party Beneficiaries. Except for the Indemnified Parties (each of whom is an express third party beneficiary of Article 10 above), this Agreement is for the sole benefit of the Parties and will not inure to the benefit of any other Person whomsoever or whatsoever, it being the intention of the Parties that no third Person will be deemed a third party beneficiary to this Agreement. Section 11.10 Further Assurances. Subject to the terms and conditions set forth in this Agreement, each Party will take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement; provided, however, that no such act or document shall increase any Party’s liabilities or obligations, or decrease its rights or benefits, under this Agreement or any Transaction Document. Section 11.11 Expenses. Except as otherwise expressly provided herein (including Section 6.14), each Party will bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby whether or not such transactions will be consummated, including all fees of its legal counsel, financial advisers, accountants and other Representatives; provided that Seller shall be responsible for any expenses incurred by the Company Group, including all Transaction Expenses. Section 11.12 Entire Agreement. This Agreement (together with the schedules and exhibits attached hereto), the Confidentiality Agreement, and the other Transaction Documents, constitute the entire agreement among the Parties and supersede any other agreements, whether written or oral, that may have been made or entered into by the Parties or any of their respective Affiliates relating to the transactions contemplated hereby and thereby. Section 11.13 Schedules. Unless the context otherwise requires, all capitalized terms used on the Schedules will have the respective meanings assigned in this Agreement. No reference to or disclosure of any item or other matter on the Schedules will be construed as an admission, acknowledgment, or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed on the Schedules. No disclosure on the Schedules relating to any possible breach or violation of any agreement, Law, or Permit will be construed as an admission or indication that any such breach or violation exists or has actually occurred. Section 11.14 Headings. The table of contents, headings and captions in this Agreement have been inserted for convenience of reference only and will not define or limit any of the terms and provisions hereof. Section 11.15 Rights and Remedies. Except as otherwise provided in this Agreement, each Party reserves to itself all rights, counterclaims, other remedies, and defenses to which such Party is or may be entitled arising from or out of this Agreement or as otherwise provided by Law. Section 11.16 Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event that the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties will be entitled, subject to compliance with Section 11.7, to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the provisions of this Agreement in any action instituted in any court of the United States or any state thereof having

70 jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled under this Agreement. Section 11.17 No Partnership. Nothing contained in this Agreement will be construed to create an association, trust, partnership or joint venture or impose a trust, fiduciary, or partnership duty, obligation, or liability on or with regard to any Party. Section 11.18 Rules of Construction. In construing this Agreement, the following principles will be followed, in each case unless expressly provided otherwise in a particular instance: (a) pronouns in masculine, feminine, or neuter genders shall be construed to state and include any other gender, and words, terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires; (b) the words “shall” and “will” have the equal force and effect; (c) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (d) reference to any gender includes each other gender; (e) references to any Exhibit, Schedule, Section, Article, Annex, subsection and other subdivision refer to the corresponding Exhibits, Schedules, Sections, Articles, Annexes, subsections and other subdivisions of this Agreement, unless expressly provided otherwise; (f) the heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof; (g) references in any Section, Article or definition to any clause means such clause of such Section, Article or definition; (h) “herein”, “hereby”, “hereunder”, “hereof”, “hereto” and words of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement; (i) unless the context requires otherwise, the word “or” shall include both the conjunctive and disjunctive, and the words “including” and “excluding” (in their various forms) shall be deemed to be followed by the words “without limiting the foregoing in any respect”; (j) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP; (k) references to “days” are to calendar days, unless the term “Business Days” is used; (l) all references to money refer to the lawful currency of the United States; (m) any reference to any federal, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder; and (n) the phrases “disclosed in writing to Buyer”, “provided to Buyer” or “made available to Buyer” or similar phrases as used in this Agreement shall mean that the subject documents were posted to the Data Room or otherwise provided to representatives of Buyer who have been granted access to the Data Room by other electronic means and/or by hard copies or onsite access, in each case on or after the date of the Confidentiality Agreement and at least three (3) Business Days prior to the Execution Date. With respect to Seller or the Company Group, the term “ordinary course of business” will be deemed to refer to the ordinary conduct of the Company Business in a manner consistent with the past practices and customs of Seller or the Company Group, as applicable. Section 11.19 Seller Release. Effective upon the Closing, absent any Fraud, Seller (individually and on behalf Seller’s Affiliates, equityholders, officers, directors, managers, employees, agents, partners, members, counsel, accountants, financial advisors, engineers, consultants, other advisors, successors and assigns, as applicable) shall release and discharge the Company Group and Buyer from any and all obligations and liabilities to Seller or its Affiliates and their respective equityholders, officers, directors, managers, employees, agents, partners, members, counsel, accountants, financial advisors, engineers, consultants, other advisors, successors and assigns in connection with Seller being an equityholder (whether directly or indirectly) of the Company Group, of any kind or nature whatsoever, as to facts, conditions, transactions, events or circumstances prior to the Closing, and Seller shall not seek to recover any amounts in connection therewith from the Company Group or Buyer; provided that this Section 11.19 shall not affect (a) any obligation for indemnification pursuant to the Organizational Documents of

71 any of the Company Group members in effect as of the Execution Date, (b) any obligation of Buyer under this Agreement or the other Transaction Documents or (c) any rights or Claims of Seller arising from or in connection with this Agreement or the other Transaction Documents. [Signature Page Follows]

Signature Page to Membership Interest Purchase Agreement IN WITNESS WHEREOF this Agreement has been duly executed and delivered by each Party as of the date first above written. SELLER: OUTRIGGER ENERGY II LLC By: _________________________________________ Name: Dave Keanini Title: CEO & President COMPANY: OUTRIGGER DJ MIDSTREAM LLC By: Outrigger Energy II LLC Its Sole Member By: _________________________________________ Name: Amit Jhunjhunwala Title: EVP and CFO BUYER: SUMMIT MIDSTREAM HOLDINGS, LLC By: _________________________________________ Name: _______________________________________ Title: ________________________________________

A-1 Exhibit A Calculation of Adjustment Amount This Exhibit (this “Exhibit”) sets forth methods, definitions and accounting principles for calculating the Adjustment Amount for purposes of both determining the Closing Amount and any post- Closing adjustments to the Closing Amount as set forth in Section 2.3 of the Membership Interest Purchase and Sale Agreement (the “Agreement”), dated as of October 14, 2022, by and among Summit Midstream Holdings, LLC, a Delaware limited liability company (“Buyer”), Outrigger Energy II LLC, a Delaware limited liability company (“Seller”) and Outrigger DJ Midstream LLC, a Delaware limited liability company (the “Company”), to which this Exhibit is attached. Capitalized terms used in this Exhibit but not defined herein shall have the meanings ascribed to such terms in the Agreement. Section 1.1 Calculation of Adjustment Amount. (a) The “Adjustment Amount” is an amount of US dollars (expressed as a positive or a negative number, as applicable) equal to the sum of (i) the CapEx Adjustment Amount plus (ii) the Working Capital Adjustment Amount minus (iii) the Company Transaction Expense Amount minus (iv) Closing Debt. (b) The “CapEx Adjustment Amount” is an amount of US dollars equal to the aggregate Capital Expenditures incurred and paid by any Company Group Member (excluding any such Capital Expenditures in connection with (i) the Seller’s Koki Station obligations under Section 6.20 of the Agreement and (ii) the Company Group’s 2022 well connection program) for the period of time beginning at 12:01 a.m. Mountain Time on the Execution Date and ending at 11:59 p.m. Mountain Time on the Closing Date. (c) The “Working Capital Adjustment Amount” is an amount of US dollars (expressed as a positive or negative number, as applicable) equal to the difference between (i) the Net Working Capital determined as of the Measurement Time minus (ii) the Target Net Working Capital. (d) All calculations performed in this Section 1.1 will strictly adhere to the accounting principles set forth in Section 1.2 and utilize the form of Settlement Statement set forth in Exhibit B. All estimated amounts referenced in the following defined terms shall be determined in accordance with Section 2.3 of the Agreement. As used herein, the following terms will have the following meanings: (i) “Capital Expenditures” means capital expenditures with respect to any Company Assets made by any Company Group Member in furtherance of construction, connection, development, completion or expansion of the Company Assets that is (a) required by a Material Contract or (b) specifically approved in advance in writing by Buyer (notwithstanding Section 6.1(a)(xviii) of this Agreement). (ii) “Closing Debt” means the aggregate amount of Indebtedness of the Company Group as of the Measurement Time as determined in accordance with the accounting principles set forth in Section 1.2 and without giving effect to the transactions contemplated by this Agreement, excluding any payment obligations contemplated by the agreements listed on Schedule 4.4 of the Agreement.

A-2 (iii) “Company Transaction Expense Amount” means the aggregate amount of all Transaction Expenses of the Company Group members that remain unpaid immediately prior to Closing or become payable due to Closing and that remain outstanding after Closing. (iv) “Current Assets” means total current assets, including Cash, deposits and prepaid expenses, revenue receivables, inventory, other receivables and accrued income that are reasonably expected to be realized in Cash or sold in the ordinary course of business; provided that “Current Assets” shall not include (a) any deferred Tax assets or (b) any prepaid expenses that do not relate to corresponding obligations of any Company Group Member after the Closing, including any prepaid insurance amounts. (v) “Current Liabilities” means total current liabilities, including (i) trade account payables, (ii) current period Taxes (including property Taxes) accrued but not yet paid as of the Closing, (iii) accrued bonuses for Company Service Providers and (iv) accrued liabilities that are reasonably expected to become due within one year for known obligations; provided that “Current Liabilities” shall not include (a) reserves for deferred Taxes established to reflect timing differences between book and Tax items, (b) any liabilities that constitute Capital Expenditures, (c) any accounts payable related to Capital Expenditures incurred in connection with Seller’s obligations under Section 6.20 of the Agreement, (d) any Transaction Expenses, (e) Closing Debt and (f) the potential payment obligation in Section 10.2(a)(ii) of the Agreement. (vi) “Measurement Time” means 11:59 pm Mountain Time on the Business Day immediately preceding the Closing Date. (vii) “Net Working Capital” means, with respect to any time of determination, an amount of Dollars (expressed as a positive or negative number, as applicable) equal to (i) Current Assets of the Company Group minus (ii) Current Liabilities of the Company Group. (viii) “Target Net Working Capital” means $700,000. (ix) “Transaction Expenses” means (a) all amounts payable by any Company Group Member or Seller for all out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement and any Transaction Document, including in connection with the preparation for, negotiating or consummation of the transactions contemplated herein, including fees, costs and expenses for legal counsel, accountants, investment banking firms, and other professional and third party advisors; and (b) severance payments, change of control, sales, transaction, or retention bonuses or similar compensatory payments or amounts and benefits payable to any Company Service Providers (and in each case, including the employer-portion of any payroll Taxes arising in connection with any of the foregoing amounts) that become payable pursuant to any arrangement or agreement with any Company Group Member, Seller or any of their Affiliates as a result of the consummation of the transactions contemplated hereby. Section 1.2 Accounting Principles. The calculations contemplated by this Exhibit shall be prepared in accordance with GAAP, in a manner consistent with and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies used by

A-3 Seller in its past practice, except as otherwise set forth in the Agreement. All amounts are denominated in US dollars. Section 1.3 Preliminary Settlement Statement and Post-Closing Settlement Statement. The form of Settlement Statement follows on Exhibit B.

A-4 Exhibit B FORM OF SETTLEMENT STATEMENT Closing Amount Calculation Base Consideration $● Estimated Adjustment Amount $● Closing Amount $● Adjustment Amount Calculation CapEx Adjustment Amount $● Working Capital Adjustment Amount $● Less: Company Transaction Expense Amount $● Adjustment Amount $● Difference between Estimated Adjustment Amount and Adjustment Amount Estimated Adjustment Amount $● Less: Adjustment Amount $● Difference $● Current Liabilities Accrued Annual Bonuses1 $● Property Taxes2 $● Other Current Liabilities $● Current Liabilities Amount $● Working Capital Adjustment Amount Calculation Current Assets $● Less: Current Liabilities $● Net Working Capital $● Less: Target Net Working Capital $● Working Capital Adjustment Amount $● Company Transaction Expense Amount Transaction Expenses $● Company Transaction Expense Amount $● Notes [●] 1 NTD: To include a ratable amount based on accrued bonuses of $61,500. 2 NTD: To include a ratable amount based on estimated property taxes of $1,313,781.

C-1 Exhibit C Representation and Warranty Insurance Policy Conditional Binder [See attached]

D-1 Exhibit D Form of Assignment Agreement [See attached]

E-1 Exhibit E Form of Transition Services Agreement [See attached]

F-1 Exhibit F Outrigger DJ System [See attached]

Execution Version PURCHASE AND SALE AGREEMENT BY AND BETWEEN STERLING INVESTMENT HOLDINGS LLC, as Seller, AND SUMMIT MIDSTREAM HOLDINGS, LLC, as Buyer October 14, 2022

i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIONS..............................................................1 Section 1.1 Definitions ..............................................................................................1 Section 1.2 Interpretations .......................................................................................1 ARTICLE II PURCHASE AND SALE OF THE ACQUIRED INTERESTS; CLOSING ............2 Section 2.1 Purchase and Sale of the Acquired Interests ......................................2 Section 2.2 Purchase Price .......................................................................................2 Section 2.3 Escrow ....................................................................................................2 Section 2.4 Purchase Price Adjustments. ...............................................................3 Section 2.5 Allocation of Purchase Price ................................................................6 Section 2.6 Withholding ...........................................................................................7 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING SELLER ................7 Section 3.1 Organization; Qualification .................................................................7 Section 3.2 Authority; Enforceability. ....................................................................7 Section 3.3 Non-Contravention ...............................................................................8 Section 3.4 Consents and Approvals .......................................................................8 Section 3.5 Legal Proceedings..................................................................................8 Section 3.6 Ownership of Acquired Interests. ........................................................9 Section 3.7 Brokers’ Fee ...........................................................................................9 Section 3.8 Bankruptcy ............................................................................................9 ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP ..........................................................................................9 Section 4.1 Organization; Qualification .................................................................9 Section 4.2 Non-Contravention .............................................................................10 Section 4.3 Consents and Approvals .....................................................................10 Section 4.4 Capitalization. .....................................................................................10 Section 4.5 Compliance with Law .........................................................................11 Section 4.6 Title to Properties and Assets ............................................................12 Section 4.7 Financial Statements. ..........................................................................13 Section 4.8 Absence of Certain Changes ..............................................................15 Section 4.9 Environmental Matters ......................................................................15 Section 4.10 Material Contracts. .............................................................................16 Section 4.11 Legal Proceedings................................................................................18 Section 4.12 Permits .................................................................................................18 Section 4.13 Taxes .....................................................................................................19 Section 4.14 Employee Benefits; Employment and Labor Matters .....................21 Section 4.15 Intellectual Property ...........................................................................25 Section 4.16 Insurance ..............................................................................................25 Section 4.17 Affiliate Transactions .........................................................................26 Section 4.18 Brokers’ Fee .........................................................................................26 Section 4.19 Imbalances ...........................................................................................26

ii Section 4.20 Releases and Conveyances of Dedicated Acreage and Wells ..........26 Section 4.21 No Bankruptcy ....................................................................................27 Section 4.22 Bank Accounts .....................................................................................27 Section 4.23 Certain Payments ................................................................................27 Section 4.24 Records .................................................................................................27 Section 4.25 Operations ............................................................................................27 Section 4.26 No Reliance ..........................................................................................27 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER ...................................28 Section 5.1 Organization; Qualification ...............................................................28 Section 5.2 Authority; Enforceability. ..................................................................28 Section 5.3 Non-Contravention .............................................................................29 Section 5.4 Consents and Approvals .....................................................................29 Section 5.5 Legal Proceedings................................................................................29 Section 5.6 Anti-Money Laundering .....................................................................30 Section 5.7 Matters Relating to Acquisition of the Acquired Interests. ............30 Section 5.8 Bankruptcy ..........................................................................................30 Section 5.9 Financial Resources ............................................................................30 Section 5.10 Brokers’ Fee .........................................................................................31 Section 5.11 No Reliance ..........................................................................................32 ARTICLE VI COVENANTS OF THE PARTIES ........................................................................32 Section 6.1 Conduct of Business of Seller and the Company Group. ................32 Section 6.2 Access to Information. ........................................................................35 Section 6.3 Governmental Approvals. ..................................................................36 Section 6.4 Debt Financing Information. .............................................................38 ARTICLE VII FURTHER AGREEMENTS .................................................................................39 Section 7.1 Indemnification of Officers, Directors, Employees and Agents. ..................................................................................................39 Section 7.2 Retention of Books and Records ........................................................40 Section 7.3 Expenses ...............................................................................................40 Section 7.4 Insurance Proceed Reimbursements .................................................40 Section 7.5 Support Obligations ............................................................................41 Section 7.6 Further Assurances .............................................................................41 Section 7.7 Public Statements ................................................................................41 Section 7.8 Transfer Taxes .....................................................................................42 Section 7.9 Tax Matters..........................................................................................42 Section 7.10 R&W Policy .........................................................................................42 Section 7.11 Use of Name and Sterling Marks .......................................................43 Section 7.12 Employee Matters. ..............................................................................43 Section 7.13 Confidentiality .....................................................................................46 Section 7.14 Interim Information ............................................................................48 Section 7.15 Casualty and Condemnation. .............................................................48 Section 7.16 Exclusivity ............................................................................................49 Section 7.17 Records .................................................................................................50 Section 7.18 Data Rooms ..........................................................................................50

iii Section 7.19 Buyer Obligations in Respect of the Financing. ...............................51 ARTICLE VIII CONDITIONS TO CLOSING .............................................................................53 Section 8.1 Conditions to Obligations of Each Party ..........................................53 Section 8.2 Conditions to Obligations of Buyer ...................................................53 Section 8.3 Conditions to Obligations of Seller ....................................................54 ARTICLE IX CLOSING ...............................................................................................................55 Section 9.1 Time and Place of Closing ..................................................................55 Section 9.2 Deliveries and Actions at Closing ......................................................56 ARTICLE X TERMINATION RIGHTS.......................................................................................58 Section 10.1 Termination Rights .............................................................................58 Section 10.2 Effect of Termination ..........................................................................60 ARTICLE XI MISCELLANEOUS ...............................................................................................61 Section 11.1 No Survival; Sole and Exclusive Remedy .........................................61 Section 11.2 Governing Law ....................................................................................61 Section 11.3 Consent to Jurisdiction .......................................................................62 Section 11.4 Waiver of Jury Trial ...........................................................................62 Section 11.5 Amendment and Modification ...........................................................62 Section 11.6 Waiver of Compliance; Consents ......................................................62 Section 11.7 Notices ..................................................................................................62 Section 11.8 Assignment ...........................................................................................63 Section 11.9 Third Party Beneficiaries ...................................................................63 Section 11.10 Entire Agreement ................................................................................64 Section 11.11 Severability ..........................................................................................64 Section 11.12 Representation by Counsel .................................................................64 Section 11.13 Disclosure Schedules ...........................................................................64 Section 11.14 Facsimiles; Counterparts....................................................................65 Section 11.15 Privileged Communications ...............................................................65 Section 11.16 Certain Waivers ..................................................................................65 Section 11.17 Affiliate Liability .................................................................................66 Section 11.18 Specific Performance ..........................................................................66 Section 11.19 Time is of the Essence .........................................................................66 Section 11.20 Debt Financing Sources ......................................................................67

iv EXHIBITS Exhibit A — Definitions Exhibit B — Form of Assignment of Interests Exhibit C — Form of Mutual Release Exhibit D — R&W Conditional Binder Exhibit E — Form of Settlement Statement Exhibit F — Form of Escrow Agreement Exhibit G — Form of Resignation Letter SCHEDULES Schedule 1.1(a) Company Group Schedule 1.1(b) Intercompany Debt Schedule 1.1(c) Sample Calculations of Net Working Capital Schedule 1.1(d) Permitted Liens Schedule 1.1(e) Specified Debt Schedule 3.3 Non-Contravention Schedule 3.4 Governmental Consents Schedule 4.1 Jurisdictions Schedule 4.2 Non-Contravention Schedule 4.3 Governmental Consents Schedule 4.6(a) Title to Properties and Assets Schedule 4.6(b) Owned Real Property and Leased Real Property Schedule 4.6(c) Rights of Way Schedule 4.7(b) Accounting Principles Schedule 4.7(c) Accounts Receivable Schedule 4.7(d) Accounts Payable Schedule 4.7(e) Liabilities Schedule 4.7(f) Debt Schedule 4.7(g) Bonds, Letters of Credit, Guarantees and Similar Instruments Schedule 4.8 Absence of Certain Changes Schedule 4.9 Environmental Matters Schedule 4.10(a) Material Contracts Schedule 4.10(b) Oral Contracts Schedule 4.10(c) Amendments to Material Contracts Schedule 4.11 Legal Proceedings Schedule 4.12 Permits Schedule 4.13 Taxes Schedule 4.13(c) Tax Contests Schedule 4.14(a) Plans Schedule 4.14(j) Action Pending Against Plans Schedule 4.14(n) Employment Proceedings Schedule 4.15 Intellectual Property Schedule 4.16 Insurance Schedule 4.17 Affiliate Transactions Schedule 4.18 Brokers’ Fee Schedule 4.19 Imbalances

v Schedule 4.20 Releases and Conveyances of Dedicated Acreage and Wells Schedule 4.22 Bank Accounts Schedule 5.4 Consents and Approvals Schedule 6.1 Conduct of Business Schedule 6.1(d) Minimum Cash Amounts Schedule 7.4 Insurance Proceed Reimbursements Schedule 7.5 Support Obligations Schedule 7.9 Sales and Use Tax Refunds Schedule 9.2(b)(iv) Resignations Schedule 9.2(b)(v) Lien Releases Schedule 9.2(b)(viii) Required Approvals Schedule A Assets

1 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 14, 2022 (the “Execution Date”), is made and entered into by and between Sterling Investment Holdings LLC, a Delaware limited liability company (“Seller”), and Summit Midstream Holdings, LLC, a Delaware limited liability company (“Buyer”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party” and both of the parties to this Agreement are sometimes collectively referred to in this Agreement as the “Parties.” R E C I T A L S WHEREAS, Seller owns all of the issued and outstanding Equity Interests (the “Acquired Interests”) in the entities set forth on Schedule 1.1(a) of the Seller Disclosure Schedule (collectively, the “Company Group” and each, individually, a “Company Group Member”); and WHEREAS, subject to the terms and conditions of this Agreement, at the Closing, Seller desires to sell, and Buyer desires to purchase, the Acquired Interests in exchange for payment of the Adjusted Purchase Price on the terms and subject to the conditions set forth in this Agreement. A G R E E M E N T S NOW, THEREFORE, in consideration of the representations, warranties, agreements and covenants contained in this Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties undertake and agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.1 Definitions. Capitalized terms used in this Agreement but not defined in the body of this Agreement shall have the meanings ascribed to them in Exhibit A. Capitalized terms defined in the body of this Agreement are listed in Exhibit A with reference to the location of the definitions of such terms in the body of this Agreement. Section 1.2 Interpretations. The rules of construction set forth in this Section 1.2 shall apply to the interpretation of this Agreement. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of or to this Agreement refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections, and other subdivisions of or to this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, or other subdivision of or to this Agreement unless expressly so limited. The words “this Article,” “this Section,” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. Wherever the words “including” and “excluding” (in their various forms) are used in this Agreement, they shall be deemed to be followed by the words “without limiting the foregoing in any respect.” Unless expressly provided to the contrary, if a word or phrase is defined, its other

2 grammatical forms have a corresponding meaning. The words “shall” and “will” have the equal force and effect. All references to “$” or “Dollars” shall be deemed references to United States Dollars. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the Execution Date. Pronouns in masculine, feminine, or neuter genders shall be construed to state and include any other gender, and words, terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Reference herein to any federal, state, local, or foreign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context requires otherwise, and reference herein to any agreement, instrument, or Law means such agreement, instrument, or Law as from time to time amended, modified, or supplemented, including, in the case of agreements or instruments, by waiver or consent and, in the case of Laws, by succession of comparable successor Laws. If any period of days referred to in this Agreement shall end on a day that is not a Business Day, then the expiration of such period shall automatically be extended until the end of the first succeeding Business Day. Unless otherwise specified, all references to a specific time of day in this Agreement shall be based on Mountain time on the date in question. References to a Person are also to its permitted successors and permitted assigns. The phrases “disclosed in writing to Buyer”, “provided to Buyer” or “made available to Buyer” or similar phrases as used in this Agreement shall mean that the subject documents were posted to the Data Rooms or documents containing sensitive personnel information shared between Buyer and Seller via e-mail, in each case, at least two (2) Business Days prior to the Execution Date. ARTICLE II PURCHASE AND SALE OF THE ACQUIRED INTERESTS; CLOSING Section 2.1 Purchase and Sale of the Acquired Interests. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase, acquire and accept, the Acquired Interests, free and clear of all Liens, other than Corporate Encumbrances. Section 2.2 Purchase Price. Subject to the terms and conditions of this Agreement, the unadjusted purchase price to be delivered by Buyer to Seller in exchange for the sale, assignment and transfer of the Acquired Interests to Buyer shall be $140,000,000 (the “Unadjusted Purchase Price”), subject to adjustment pursuant to Section 2.4 of this Agreement (as adjusted, the “Adjusted Purchase Price”). The Closing Cash Payment shall be paid at Closing in accordance with Section 9.2. Section 2.3 Escrow. On or prior to the Execution Date, Buyer shall deposit for the benefit of Seller an amount equal to $10,000,000 (together with any and all interest accrued thereon, the “Deposit”) via wire transfer of immediately available funds to the Escrow Agent to be held in an escrow account (the “Deposit-PPA Escrow Account”) in accordance with the terms hereof and the Escrow Agreement. At the Closing, the Buyer and Seller shall submit a joint written instruction to the Escrow Agent, instructing the Escrow Agent to disburse from the Deposit-PPA Escrow Account, an amount to Seller equal to the Deposit (including any interest accruing thereon), less the sum of (a) the Adjustment Escrow Amount and (b) the Severance Escrow Amount. The Adjustment Escrow Amount shall continue to be held by the Escrow Agent in the Deposit-PPA Escrow Account in accordance with the terms of this Agreement and the

3 Escrow Agreement as security, solely for the purpose of satisfying Seller’s payment obligations resulting from purchase price adjustments in favor of Buyer in accordance with Section 2.4(d), if any, and shall terminate upon the final release of all funds pursuant thereto. Concurrent with the Closing, the Severance Escrow Amount shall be transferred by the Escrow Agent to a separate escrow account and shall be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement as security in connection with any reimbursements for Termination Payments in favor of Buyer in accordance with Section 7.12(a), if any (such separate account, the “Severance Escrow Account”), and shall terminate upon the final release of all funds pursuant thereto. For the avoidance of doubt, the Severance Escrow Amount (including any interest accruing thereon) shall be held by the Escrow Agent in the Severance Escrow Account, separate and apart from the Deposit-PPA Escrow Account and shall not be commingled with the Adjustment Escrow Amount (including any interest accruing thereon). Buyer and Seller will share equally the payment of any fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement. Section 2.4 Purchase Price Adjustments. (a) The Unadjusted Purchase Price shall be subject to adjustment at Closing as follows: (i) increased by the amount, if any, by which the Estimated Net Working Capital exceeds the Target Working Capital; (ii) decreased by the amount, if any, by which the Target Working Capital exceeds the Estimated Net Working Capital; (iii) decreased by the Estimated Closing Debt; (iv) decreased by the Estimated Transaction Expenses; and (v) increased by Estimated Closing Cash. (b) Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer for review a preliminary settlement statement, in substantially the form attached hereto as Exhibit E, and attaching reasonable supporting documentation in Seller’s possession to enable a review thereof by Buyer (the “Estimated Settlement Statement”), setting forth Seller’s estimated calculation of the Adjusted Purchase Price (the “Estimated Adjusted Purchase Price”) after giving effect to all adjustments set forth in Section 2.4(a), including its good faith estimate of (i) Net Working Capital (“Estimated Net Working Capital”), (ii) Closing Debt (the “Estimated Closing Debt”), (iii) Transaction Expenses (“Estimated Transaction Expenses”), and (iv) Closing Cash (“Estimated Closing Cash”), together with applicable wiring instructions. Within two (2) Business Days after Buyer’s receipt of the Estimated Settlement Statement, Buyer shall deliver to Seller a written report containing all changes that Buyer proposes in good faith to be made to the Estimated Settlement Statement, together with the explanation therefor and the supporting documents thereof, if available. The Parties shall in good faith attempt to agree in writing on the Estimated Settlement Statement as soon as possible after Seller’s receipt of Buyer’s written report, but in any event prior to the Closing. The Estimated Settlement Statement, as agreed upon in writing by the Parties, will be used to adjust the Unadjusted Purchase Price at the Closing and to determine the Adjusted Purchase Price at the Closing; provided, that if

4 the Parties do not agree in writing upon any of the adjustments set forth in the Estimated Settlement Statement prior to the Closing, then the Seller’s proposed Estimated Settlement Statement shall control for purposes of all payments and issuances to be made at Closing. For the avoidance of doubt, Buyer’s failure to object to the Estimated Settlement Statement prior to the Closing shall in no event be deemed to constitute a final agreement on the items included therein, and Buyer shall in no event be precluded from disputing any such items following the Closing in accordance with this Agreement. (c) Not later than the 60th day following the Closing Date, Buyer shall prepare and deliver to Seller a statement in substantially the form attached hereto as Exhibit E, and attaching reasonable supporting documentation to enable a review thereof by Seller (the “Final Settlement Statement”) setting forth Buyer’s estimate of the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment under Section 2.4(a). The Final Settlement Statement shall become final, conclusive and binding on the Parties unless Seller delivers to Buyer an Objection Notice (as hereinafter defined) within the 30-day period following receipt of the Final Settlement Statement (the “Review Period”). Prior to the expiration of the Review Period, Seller may deliver to Buyer a written report or notice containing any changes that Seller proposes be made to the Final Settlement Statement, which shall include an explanation of any such changes, the reasons therefor and the supporting documents thereof in Seller’s possession (such written report, an “Objection Notice”). Any items or changes not so specified in an Objection Notice shall be deemed forever waived, and Buyer’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in an Objection Notice shall prevail and shall be final, conclusive and binding on the Parties. Seller shall be deemed to have waived any rights to object to the Final Settlement Statement unless Seller delivers an Objection Notice to Buyer within the Review Period and, if the Review Period expires without Seller so delivering an Objection Notice, then the Final Settlement Statement and Adjusted Purchase Price shall become final and binding for all purposes of this Agreement. If Seller delivers an Objection Notice to Buyer during the Review Period, then Seller and Buyer shall use commercially reasonable efforts to work together in good faith to agree on the disputed items and the final Adjusted Purchase Price no later than thirty (30) days after the date on which Buyer received such Objection Notice from Seller. In the event that the Parties cannot reach agreement within such 30-day period, the Parties shall within ten (10) days following the end of such 30-day period mutually engage and refer the remaining disputed matters to PricewaterhouseCoopers LLP, or if PricewaterhouseCoopers LLP is unable or unwilling to perform its obligations under this Section 2.4(c), such other nationally- recognized independent accounting firm as is mutually agreed on by Seller and Buyer or if Buyer and Seller cannot so agree within such time period then such other nationally-recognized independent accounting firm appointed by the Denver office of the American Arbitration Association as requested by Buyer or Seller (such firm that agrees to serve hereunder, the “Accounting Firm”). Within ten (10) days following the agreement of the Accounting Firm to serve hereunder, (i) Buyer and Seller shall deliver to the Accounting Firm and Buyer or Seller, as applicable, the Final Settlement Statement, the Objection Notice and such work papers, invoices and other reports and information relating to the disputed matters as the Accounting Firm may reasonably request and (ii) each of Buyer and Seller shall (A) summarize its position with regard to the disputed matters in the Objection Notice in a written document of twenty (20) pages or less (exclusive of exhibits, schedules or other attachments) and (B) submit such summaries along with reasonable supporting detail (the foregoing items together forming Buyer’s or Seller’s, as applicable, “Submission”). Buyer and Seller shall be afforded the opportunity to discuss the

5 disputed matters and both Submissions with the Accounting Firm, but the Accounting Firm shall not conduct a formal evidentiary hearing. The Parties shall, and shall cause their respective Affiliates and representatives to, cooperate in good faith with the Accounting Firm, and shall give the Accounting Firm access to all data and other information it reasonably requests for purposes of such resolution, other than any such data or information that is covered by attorney-client privilege, the attorney work-product doctrine or similar protections; provided, that no Party will disclose to the Accounting Firm, and the Accounting Firm will not consider for any purpose, any settlement discussions or settlement offer made by any Party. Seller and Buyer will cooperate with the Accounting Firm in all reasonable respects, but neither Party will have ex parte meetings, teleconferences or other correspondence with such Accounting Firm, as it is intended for each of Seller and Buyer to be included in all discussions and correspondence with such Accounting Firm. The Accounting Firm shall act as an arbitrator for the limited purpose of determining the specific disputed matters submitted by either Seller or Buyer in their respective Submissions to the Accounting Firm, and whether and to what extent, if any, the Adjusted Purchase Price requires adjustment as a result of the resolution of those disputed matters; provided, however, that if any of the disputed matters relate to the interpretation of the Parties’ legal rights or obligations under this Agreement or the Transaction Documents rather than financial or accounting matters pertinent to the calculation of the Adjusted Purchase Price, such disputed matter shall instead be resolved in the manner set forth in Section 11.3 (with any dispute as to whether a disputed matter is legal or financial, or accounting-related in nature to be resolved solely by the Accounting Firm in its capacity as an arbitrator). The Accounting Firm may not award interest, damages or penalties. The Accounting Firm’s determination shall be made within thirty (30) days after receipt of the Submissions and, absent manifest error, shall be final and binding on Buyer and Seller, without right of appeal, and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. In determining the proper amount of the Adjusted Purchase Price, the Accounting Firm shall not increase the Adjusted Purchase Price more than the increase proposed by Buyer or Seller nor decrease the Adjusted Purchase Price more than the decrease proposed by Buyer or Seller, as set forth in their respective Submissions, as applicable. The costs and expenses of the Accounting Firm in connection with resolving such disputed matters will be borne by Buyer and Seller in such proportion as is appropriate to reflect the relative benefits received by Seller and Buyer from the resolution of such dispute. For instance, if Seller challenges the calculation of the Adjusted Purchase Price in the Final Settlement Statement by an amount of $100,000, but the Accounting Firm determines that Seller has a valid claim for only $40,000, Buyer shall bear 40% of the fees and expenses of the Accounting Firm and Seller shall bear the other 60% of such fees and expenses. Except as provided in the immediately preceding two sentences, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the Party incurring such cost and expense. (d) Within five (5) Business Days after the earlier of (x) the expiration of the Review Period without delivery and receipt of any Objection Notice and (y) the date on which Seller and Buyer, or the Accounting Firm, as applicable, finally determine the final Adjusted Purchase Price in accordance with the terms and provisions of this Section 2.4 (the “Final Adjusted Purchase Price”), the following shall occur: (i) if the Final Adjusted Purchase Price is less than the Estimated Adjusted Purchase Price, then the Parties shall promptly execute and issue a joint written instruction

6 to the Escrow Agent, instructing the Escrow Agent to release (A) to Buyer, an amount of cash from the Deposit-PPA Escrow Account equal to the difference between the Final Adjusted Purchase Price and the Estimated Adjusted Purchase Price (or if the difference equals or exceeds the amount of the Adjustment Escrow Funds, the total amount of the Adjustment Escrow Funds) and (B) to Seller, any remaining amounts in the Deposit-PPA Escrow Account with respect to the Adjustment Escrow Funds after giving effect to clause (A); provided, that if the difference between the Final Adjusted Purchase Price and the Estimated Adjusted Purchase Price exceeds the amount of the Adjustment Escrow Funds (such excess amount, the “Shortfall”), Seller shall promptly pay to Buyer an amount of cash equal to the Shortfall by wire transfer of immediately available funds to the account or accounts designated in writing by Buyer; (ii) if the Final Adjusted Purchase Price is greater than the Estimated Adjusted Purchase Price, then (A) Buyer shall promptly pay to Seller an amount of cash equal to the difference between the Final Adjusted Purchase Price and the Estimated Adjusted Purchase Price by wire transfer of immediately available funds to the account or accounts designated in writing by Seller and (B) the Parties shall promptly execute and issue a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release the total amount of the Adjustment Escrow Funds to the Seller; and (iii) if the Final Adjusted Purchase Price equals the Estimated Adjusted Purchase Price, then the Parties shall promptly execute and issue a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release the total amount of the Adjustment Escrow Funds to the Seller. Section 2.5 Allocation of Purchase Price. Within sixty (60) days after the Final Adjusted Purchase Price has been determined pursuant to Section 2.4, Buyer shall prepare and deliver to Seller a statement setting forth an allocation of the Final Adjusted Purchase Price, the applicable assumed liabilities of the Company Group and any other items that are treated as consideration for U.S. federal income Tax purposes among the Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Buyer shall adjust the Allocation to incorporate all reasonable comments thereto provided by Seller no later than thirty (30) days after delivery of the Allocation to Seller, and the Parties shall cooperate to reach agreement with respect to the Allocation. The Parties shall use commercially reasonable efforts to adjust the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Final Adjusted Purchase Price pursuant to applicable Law. Seller and Buyer shall, and shall cause their Affiliates to, file all Tax Returns in a manner consistent with the Allocation, as adjusted, unless otherwise required by a final determination as defined in Section 1313 of the Code; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax Proceedings in connection with the Allocation, and the Parties shall promptly inform one another of any challenge by any Taxing Authority related to the Allocation. If Seller and Buyer cannot reach an agreement with respect to the Allocation pursuant to the procedures set forth in this Section 2.5, they shall submit the dispute to the Accounting Firm, who shall make a final determination regarding the Allocation. The costs and expenses of the Accounting Firm in connection with resolving any such dispute will be split equally between Buyer and Seller.

7 Section 2.6 Withholding. Notwithstanding any other provision in this Agreement to the contrary, Buyer, Seller and each of the Company Group Members, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable (directly or indirectly) pursuant to this Agreement such amounts as Buyer, Seller or such Company Group Member is required to deduct and withhold with respect to the making of such payment under applicable Law; provided, that Buyer or Seller (as applicable) shall provide prompt written notice to the applicable payee upon becoming aware that such deduction or withholding is required. To the extent that amounts are so withheld and paid to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable payee in respect of which such deduction and withholding was made. Buyer and Seller shall (and shall cause their respective Affiliates to) cooperate with the applicable payee and take such commercially reasonable steps as such payee may reasonably request to reduce or eliminate any amount that may otherwise be deducted or withheld under this Section 2.6. ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING SELLER Except as set forth on the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows: Section 3.1 Organization; Qualification. Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite organizational power and authority to own, lease and operate its properties (including the Acquired Interests and, indirectly, the Assets) and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business as a foreign limited liability company in all jurisdictions in which it carries on business or owns assets and such qualification is required by Law, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to, prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Transaction Documents to which it is, or will be, a party or to materially impair its ability to perform its obligations under this Agreement or the Transaction Documents to which it is, or will be, a party. Section 3.2 Authority; Enforceability. (a) Seller has the requisite power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents to which it is, or will be, a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is, or will be, a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary limited liability company action on the part of Seller, and no other limited liability company proceedings on the part of Seller are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents to which it is, or will be, a party or to consummate the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party.

8 (b) This Agreement and the other Transaction Documents to which Seller is, or will be, a party have been (or will be, when executed and delivered at the Closing) duly executed and delivered by Seller, and, assuming the due authorization, execution and delivery by the other parties thereto, this Agreement and each other Transaction Document to which Seller is, or will be, a party constitutes (or will constitute, when executed and delivered at the Closing) the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (collectively, “Creditors’ Rights”). Section 3.3 Non-Contravention. Except as set forth on Schedule 3.3 of the Seller Disclosure Schedule, the execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is, or will be, a party by Seller and the consummation by Seller of the transactions contemplated hereby and thereby does not and will not: (a) contravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Seller; (b) conflict with, result in a violation of or constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration or loss of any material benefit under, require consent, approval or waiver from, or require the giving of notice to any Person (in any case, with or without the giving of notice, or the passage of time or both) under or in connection with any of the terms, conditions or provisions of any material Contract to which Seller is a party or by which any property or asset of Seller is bound or affected; or (c) except for any Governmental Consents (as hereinafter defined), contravene, conflict with, violate or result in a default under any Law or Order to which Seller is subject or by which any of Seller’s properties or assets is bound, except, in the cases of clauses (b) and (c), for such defaults or rights of termination, cancellation, amendment, or acceleration or violations as would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Seller is, or will be, a party or to materially impair Seller’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. Section 3.4 Consents and Approvals. Except as set forth on Schedule 3.4 of the Seller Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority (collectively, “Governmental Consents”) needs to be obtained by Seller or is necessary for the consummation by Seller of the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party, other than filings and expirations or terminations of the applicable waiting periods under the HSR Act and such other declarations, filings, registrations, notices, authorizations, consents or approvals if not obtained or made, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Seller is, or will be, a party or to materially impair Seller’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. Section 3.5 Legal Proceedings. There are no Proceedings pending or, to the Knowledge of Seller, threatened against Seller or any of its Affiliates (other than the Company

9 Group) that: (a) would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which Seller is, or will be, a party or materially impair Seller’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is, or will be, a party, (b) seek to (i) challenge the validity or enforceability of the obligations of Seller under this Agreement or the obligations of Seller under the other Transaction Documents to which it is, or will be, a party or (ii) enjoin, alter, challenge, delay or prevent the consummation of the transactions contemplated by this Agreement or (c) relate to the Company Group, the Acquired Interests or the Assets. To Seller’s Knowledge, no such Proceeding has been threatened against Seller or any of its Affiliates. Section 3.6 Ownership of Acquired Interests. (a) The Acquired Interests are owned of record and beneficially by Seller and Seller has good and valid title to the Acquired Interests, in each case, free and clear of all Liens, other than Corporate Encumbrances. The Acquired Interests constitute all of the issued and outstanding Equity Interests in the Company Group. The consummation of the sale of the Acquired Interests hereunder will convey to Buyer good and valid title to the Acquired Interests, free and clear of all Liens, except for Corporate Encumbrances, and upon such sale to Buyer, Buyer will be the sole owner, beneficially and of record, of all of such Acquired Interests, free and clear of all Liens, except for Corporate Encumbrances. (b) Seller is not a party to any agreements, arrangements or commitments obligating Seller to grant, deliver or sell, or cause to be granted, delivered or sold, the Acquired Interests, by sale, lease, license or otherwise, other than this Agreement. (c) There are no voting trusts, proxies or other agreements or understandings to which Seller is bound with respect to the voting of the Acquired Interests. Section 3.7 Brokers’ Fee. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement or the other Transaction Documents based upon arrangements made by or on behalf of Seller or its Affiliates (including the Company Group) for which Buyer or the Company Group shall have any responsibility. Section 3.8 Bankruptcy. There are no bankruptcy, insolvency, reorganization or receivership proceedings pending against, being contemplated by or, to Seller’s Knowledge, threatened against Seller or its Affiliates (other than the Company Group). ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP Except as set forth on the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows: Section 4.1 Organization; Qualification. Each Company Group Member is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each Company Group Member has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

10 Each Company Group Member is duly licensed or qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of its business makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have a material adverse effect on the Company Group, Business or Assets, taken as a whole. Schedule 4.1 of the Seller Disclosure Schedule sets forth a true, correct and complete list of the jurisdictions in which each Company Group Member is qualified or authorized to conduct business as a foreign company. Seller has made available to Buyer true, correct and complete copies of the Organizational Documents of each Company Group Member, as in effect and as amended on the Execution Date, and each as made available to Buyer is in full force and effect, and neither Seller nor any Company Group Member is in material violation of any of the provisions of such Organizational Documents. Section 4.2 Non-Contravention. Except as set forth on Schedule 4.2 of the Seller Disclosure Schedule, the execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is, or will be, a party by Seller, and the consummation of the transactions contemplated hereby and thereby, does not and will not: (a) contravene, conflict with or result in any breach or violation of any provision of any Company Group Member’s Organizational Documents; (b) conflict with, result in a violation of or constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration or loss of any material benefit under, require consent, approval or waiver from, or require the giving of notice to any Person (in any case, with or without the giving of notice, or the passage of time or both) under or in connection with any of the terms, conditions or provisions of any Material Contract or Material Permit; or (c) except for any requisite Governmental Consents, contravene, conflict with, violate or result in a default under any Law or Order to which any Company Group Member is subject or by which any of such Company Group Member’s properties or assets, including the Assets, is bound, except, in the case of clauses (b) and (c), for such defaults or rights of termination, cancellation, amendment or acceleration or violations as would not reasonably be expected to be material to the Company Group or the Business. Section 4.3 Consents and Approvals. Except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, no Governmental Consent needs to be obtained by any Company Group Member or is necessary for the consummation by the Company Group of the transactions contemplated by this Agreement or the other Transaction Documents, other than filings and expirations or terminations of the applicable waiting periods under the HSR Act and such other declarations, filings, registrations, notices, authorizations, consents or approvals that if not obtained or made, would not reasonably be expected to be material to the Company Group or the Business. Section 4.4 Capitalization. (a) The Acquired Interests constitute all of the issued and outstanding Equity Securities in the Company Group. There are no Equity Securities issued or outstanding in any of the Company Group Members other than the Acquired Interests.

11 (b) The Acquired Interests have been duly authorized, validly issued, fully paid and nonassessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act), and were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person, including any agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Equity Securities, other than as set forth in the Organizational Documents of any Company Group Member. Other than as set forth in the Organizational Documents of any Company Group Member, (1) there are no preemptive rights, rights of first refusal or first offer, option grants or exercise rights, voting or veto rights, voting trusts, change of control or similar rights, anti-dilution protections or other rights that any equity holder, officer, employee, manager or director of the Company Group either is or would be entitled to invoke as a result of the transactions contemplated by this Agreement; and (2) except for this Agreement, there are no outstanding obligations, options, warrants, calls, convertible securities or other rights, agreements, arrangements or commitments, including any appreciation rights, agreements, arrangements, subscription agreements, rights of first offer, rights of first refusal, tag along rights, drag along rights, subscription rights, or commitments or other rights or Contracts of any kind or character, contingent or not, obligating Seller or any Company Group Member to (i) issue, transfer, convey, assign, sell, pledge, dispose of or encumber any of the Equity Interests in any Company Group Member, including the Acquired Interests; (ii) make any dividend or distribution of any kind with respect to any of the Equity Interests in any Company Group Member, including the Acquired Interests, or (iii) to provide funds (in the form of a capital contribution) to, or make any investment (in the form of a capital contribution) in, any other Person or to register under federal or state securities Laws any of the Equity Interests in any Company Group Member, including the Acquired Interests. (c) There are no outstanding or authorized equity appreciation, phantom equity, profit participation or other rights to participate in the revenues, profits or equity (or the value thereof) or similar rights affecting the Equity Interests in any Company Group Member, including the Acquired Interests. The Company Group has not granted to any Person any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of any Company Group Member, other than as set forth in the Organizational Documents of the members of the Company Group. There are no outstanding contractual obligations of any Company Group Member to repurchase, redeem or otherwise acquire any Equity Interest in any Company Group Member, including the Acquired Interests, other than as set forth in the Organizational Documents of the Company Group. (d) No Company Group Member, directly or indirectly, owns or, since August 31, 2011, has ever owned, any Equity Securities in any other Person. Section 4.5 Compliance with Law. Each Company Group Member is, and has been, for the past three years, in material compliance with all Laws (and has not received any written notice or allegation of material violation, default or noncompliance from any Governmental Authority with respect to any Laws) applicable to such Company Group Member and the ownership and operation of its business, including the Assets, as applicable.

12 Section 4.6 Title to Properties and Assets. (a) The Company Group Members have good and valid title to, or a valid leasehold or other contractual interest in or right to use, as applicable, all buildings, fixtures, machinery, equipment, tools, vehicles, furniture, improvements and other properties and assets used in connection with or otherwise necessary for the operation of the Business, including the tangible Assets, in each case, free and clear of all Liens (except for Permitted Liens). Except as set forth on Schedule 4.6(a) of the Seller Disclosure Schedule, the Assets constitute, in all material respects all of the assets, properties and rights necessary to conduct the operations of the Business. Except as set forth in Schedule 4.6(a) of the Seller Disclosure Schedule, each such item of tangible Assets (including the buildings and other structures on the Real Property) is in good working order and repair (normal wear and tear excepted), has been operated and maintained in the ordinary course of business and remains, as of the date hereof, in suitable and adequate condition for use consistent with past practices of the Company Group. There are no outstanding agreements or options to sell, rights of first offer or rights of first refusal which grant to any Person, other than Buyer, the right to the use, benefit and/or enjoyment of, or to purchase or otherwise acquire, any of the material Assets, or any portion thereof or interest therein. The Assets, Permits, Contracts and rights, tangible and intangible, of any nature whatsoever owned, leased, or held by the Company Group comprise all of the Assets, Permits, Contracts and rights, tangible and intangible, of any nature whatsoever, sufficient and necessary to permit Buyer to conduct the Business immediately following the Closing in the same form and manner as conducted immediately prior to the Execution Date, in all material respects. Maintenance has not been intentionally deferred on any of the foregoing assets in contemplation of the transactions contemplated herein. (b) Each Company Group Member owns and has good, valid and indefeasible title to all of its real property owned in fee, a true, correct and complete list, including the address and legal description, of which is set forth on Schedule 4.6(b) of the Seller Disclosure Schedule (the “Owned Real Property”) and has valid, enforceable and binding leasehold interests in all of its leased real properties (a true, correct and complete list, including the address and description of the applicable lease, of which is set forth on Schedule 4.6(b) of the Seller Disclosure Schedule) (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), in each case, free and clear of all Liens (except for Permitted Liens). For the avoidance of doubt, the representations contained in this Section 4.6(b) are not intended, and shall not apply, to Rights-of- Way, which are the subject of Section 4.6(c). Except as specifically set forth on Schedule 4.6(b) of the Seller Disclosure Schedule, all leases under which any Company Group Member leases any Leased Real Property are valid, in full force and effect and effective against such Company Group Member party thereto and, to the Knowledge of Seller, the counterparties thereto, in accordance with their respective terms and except as would not otherwise be material to the Company Group or the Business, there is not, under any of such leases, any existing default by any Company Group Member party thereto, or, to the Knowledge of Seller, the counterparties thereto, or, to the Knowledge of Seller, any event which, with notice or lapse of time or both, would become a default by such Company Group Member party thereto, or, to the Knowledge of Seller, the counterparties thereto. The Company Group, as applicable, is currently in possession of the Leased Real Property and neither Seller nor any Company Group Member has subleased, assigned, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof. True, correct and complete copies of all such leases for Leased Real Property, including any amendments thereof, have been provided to Buyer. Neither Seller nor any Company Group Member has (i)

13 entered into any Contract or agreement to sell, or which grants an option or other right to any Third Party to purchase; or (ii) leased or otherwise granted to any Person the right to use or occupy, any of the Owned Real Property. (c) The Assets include all of the easements, rights-of-way, licenses or authorizations (such easements, rights-of-way, licenses or authorizations which are a part of the Assets, the “Rights-of-Way”) necessary to access and operate the Assets as currently owned and operated, in all material respects. Schedule 4.6(c) of the Seller Disclosure Schedule contains a true, correct and complete list of all material Rights-of-Way and similar non-possessory interests of which the Company Group owns or has an interest in and which are necessary to the operation of their businesses and assets as of the date hereof, including the Assets. Except as specifically set forth on Schedule 4.6(c) of the Seller Disclosure Schedule, (i) all Rights-of-Way are valid, in full force and effect and effective against such Company Group Member party thereto and, to the Knowledge of Seller, the counterparties thereto, in accordance with their respective terms and (ii) there is not, under any Rights-of-Way, any existing default by any Company Group Member party thereto, or, to the Knowledge of Seller, the counterparties thereto, or, the Knowledge of Seller, any event which, with notice or lapse of time or both, would become a default by such Company Group Member party thereto, or, to the Knowledge of Seller, the counterparties thereto. To Seller’s Knowledge, no counterparty to any Rights-of-Way or any successor to the interest of such counterparty has threatened in writing to file any action to terminate, cancel, rescind or procure judicial reformation of any Rights-of-Way, which such proposed action remains unresolved. True, correct and complete copies of all Rights-of-Way have been made available to Buyer. (d) The Real Property and Rights-of-Way constitute all of the material real property used for the conduct of the Business, in all material respects, on the date hereof. (e) There is no pending or, to the Knowledge of Seller, threatened condemnation of any Real Property by any Governmental Authority. No Company Group Member has received any written notice of any eminent domain Proceeding or taking, nor, to the Knowledge of Seller, is any such Proceeding or taking contemplated with respect to all or any material portion of the Real Property. (f) Seller has made available to Buyer true, correct, and complete copies of all of Seller’s prior and existing title insurance policies in the possession of Seller insuring title to the Owned Real Property, including copies of any exceptions thereto in the possession of Seller relating to the Owned Real Property, all surveys of the Owned Real Property which are in the possession of Seller, and such other inspection reports, appraisals, information, data, reports, notices, Contracts, agreements and other documents in Seller’s possession relating to the Owned Real Property. Section 4.7 Financial Statements. (a) Seller has made available to Buyer true, correct and complete copies of the following financial statements: (i) an audited combined balance sheet of the Company Group and the related audited combined income statement, statement of cash flows and statement of changes in members’ equity of the Company Group as of and for the twelve (12)-month periods ended December 31, 2020 and December 31, 2021, and (ii) an unaudited combined balance sheets of the

14 Company Group and the related unaudited combined income statements, statement of cash flows and statement of changes in members’ equity as of the 6-month period ended June 30, 2021, the 3-month period ended March 31, 2022 and the 6-month period ended June 30, 2022 (collectively, the “Financial Statements”). (b) Except as set forth on Schedule 4.7(b) of the Seller Disclosure Schedule, the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and present fairly, in all material respects, in accordance with the applicable requirements of GAAP, the financial position and operating results and cash flows of each Company Group Member as of, and for the periods ended on, the respective dates thereof, subject to normal year-end adjustments (none of which are reasonably expected to be material) and accruals and the absence of notes and other textual disclosures required by GAAP. The Financial Statements have been prepared from, and are in accordance with, the books and records of the Company Group, as applicable. (c) Except as set forth in Schedule 4.7(c) of the Seller Disclosure Schedule, all of the accounts receivable of the Company Group are valid and enforceable claims, are not subject to any set-off or counterclaim and are recorded in the ordinary course of business of the Company Group. The allowance for doubtful accounts stated in the Financial Statements is adequate and reasonable based on the past history of the Company Group with respect to their business and customers. Set forth on Schedule 4.7(c) of the Seller Disclosure Schedule is a list of the accounts receivable and accounts payable of the Company Group that, as of the date hereof, have been outstanding for more than ninety (90) days after the relevant invoice date; provided, that any accounts receivable that have been re-issued or re-dated shall be deemed to have been outstanding since the original issuance of such accounts receivable. Except as set forth on Schedule 4.7(c) of the Seller Disclosure Schedule, there are no, and during the two year period prior to the date hereof, there have been no, billing or fee disputes with any material customer of the Company Group. (d) All accounts payable of the Company Group arose in bona fide arm’s-length transactions in the ordinary course of business of the Company Group. Since the date of the most recent balance sheet included in the Financial Statements, the Company Group has paid its accounts payable in the ordinary course and in a manner that is consistent with past practices of the Company Group. Except as set forth in Schedule 4.7(d) of the Seller Disclosure Schedule, the Company Group does not have any accounts payable owing to Seller or any Person that is affiliated with Seller or any managers, directors, officers or employees of the Company Group. (e) Except as set forth on Schedule 4.7(e) of the Seller Disclosure Schedule, the Company Group does not have any Liability, whether accrued, contingent, absolute or otherwise, except for Liabilities that are accrued, expressly stated or adequately reserved against in the Financial Statements dated as of the Balance Sheet Date; Liabilities that have arisen since the Balance Sheet Date in the ordinary course of business; or Liabilities which would not (individually or in the aggregate) reasonably be expected to be material to the Company Group or the Business. (f) Except as set forth on Schedule 4.7(f) of the Seller Disclosure Schedule, the Company Group does not have any outstanding Debt as of the Execution Date.

15 (g) Set forth on Schedule 4.7(g) of the Seller Disclosure Schedule is a true, complete and accurate list of all bonds, letters of credit, guarantees and similar instruments posted or entered into by Seller or any Company Group Member in connection with the ownership or operation of the Assets. True, correct and complete copies of all such bonds, letter of credit, guarantees and other instruments have been provided to Buyer. Section 4.8 Absence of Certain Changes. Except as set forth on Schedule 4.8 of the Seller Disclosure Schedule, since the Balance Sheet Date, the Business has been conducted in the ordinary course and in a manner consistent with past practices, there has not been any event, occurrence or development which has had a Material Adverse Effect and none of Seller or any Company Group Member has taken any action that would have been prohibited by or required Buyer’s consent under Section 6.1(b) if the terms of Section 6.1(b) had been in effect during such period. Section 4.9 Environmental Matters. Except as to matters set forth on Schedule 4.9 of the Seller Disclosure Schedule: (a) the Company Group is, and for the past three (3) years has been, in compliance with all applicable Environmental Laws in all material respects, including by obtaining, maintaining and complying in all material respects with all Permits required under Environmental Laws for the operation of the Business and the Assets as presently conducted and performing and passing all required inspections and reporting required by Environmental Laws in all material respects; (b) the Company Group possesses all material Permits required under Environmental Laws for its operations as currently conducted and is in compliance with the terms of such Permits in all material respects, all such Permits have been validly issued and obtained, any applications for renewal of such Permits have been timely filed, and no material changes to operations; (c) the Company Group, the Assets and their operations are not subject to any pending or, to the Knowledge of Seller, threatened Proceeding arising under any Environmental Law or alleging liability for a Release of Hazardous Substances, nor has the Company Group received any written notice, order or complaint from any Governmental Authority or Third Party alleging a violation of or liability arising under any Environmental Law or in connection with Hazardous Substances; (d) there has been no Release of Hazardous Substances on, at, under, to, or from any of the Assets or properties of the Company Group in connection with the Company Group’s operations, except as expressly authorized by and in compliance with a Permit or that has not otherwise been fully resolved in accordance with Environmental Laws; (e) Seller has not received any written notice of, (i) any Release of Hazardous Substances at any properties currently or formerly owned or operated by the Company Group, except in quantities or concentrations that do not exceed any applicable assessment, cleanup, remediation or reporting threshold established under Environmental Laws, and (ii) no Hazardous Substances generated by or on behalf of any Company Group Member have been transported to or otherwise Released or disposed of at any off-site property or location that is the subject of any investigation or Proceeding under, or is not in compliance with, Environmental Laws; and

16 (f) Seller has made available Buyer true and correct copies of all Material Permits, including environmental Permits, material environmental reports, audits, assessments, and plans, and all documents regarding unresolved alleged violations of or liabilities under Environmental Laws, in each case regarding the Company Group, the Business or the Assets and in the possession or control of the Seller or the Company Group. Section 4.10 Material Contracts. (a) Schedule 4.10(a) of the Seller Disclosure Schedule contains a true, correct and complete listing as of the Execution Date of each of the following Contracts currently in effect to which any Company Group Member is a party or by which any of the Assets are bound (such Contracts being “Material Contracts”): (i) Contracts for the purchase of natural gas and water transportation contracts that generated gross margins to any Company Group Member, individually or in the aggregate, in the 12-month period ended December 31, 2021 in excess of $250,000 that cannot be terminated by any member of the Company Group upon thirty (30) days’ or less notice without payment of a material penalty or other material liability; (ii) Other than the Contracts disclosed in clause (v) below, Contracts involving obligations of, or payments from, any Company Group Member, individually or in the aggregate, in the 12-month period ended December 31, 2021 in excess of $250,000 that cannot be terminated by such Company Group Member upon thirty (30) days’ or less notice without payment of a material penalty; (iii) Contracts that constitute (x) (A) a pipeline interconnect or facility operating agreement, (B) a transportation agreement, or (C) a product sales agreement and (y) that have been transacted within the twelve (12) months prior to the Execution Date; (iv) Contracts involving a remaining commitment to pay capital expenditures in excess of $250,000 individually or in the aggregate; (v) Contracts for lease of personal property involving aggregate payments in excess of $250,000 in any future calendar year (but expressly excluding any leases for the Leased Real Property); (vi) Contracts that grant to any Person a right to purchase (including rights of first refusal, options or similar rights) any material assets of the Company Group; (vii) Contracts that contain any covenant of the Company Group that materially limits or purports to limit its ability to compete in any line of business or with any Person in any geographic area; (viii) each partnership or joint venture agreement, including any agreement or commitment to make a loan or contribution to any joint venture or partnership; (ix) each agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), including Contracts relating

17 to any pending or completed material business acquisition or disposition within the last five (5) years, or granting to any Person a right of first refusal, first offer or right to purchase any of the Assets material to the conduct of the Business; (x) each Contract evidencing Debt of any member of the Company Group, whether secured or unsecured, including all loan agreements, guarantees, line of credit agreements, indentures, mortgages, promissory notes, security agreements or other lien documents, in each case, related to Debt of any member of the Company Group, excluding any such Contracts in respect of Debt that will be repaid, retired or cash collateralized at or prior to Closing; (xi) any Derivative Financial Instrument; (xii) any power of attorney that is currently effective and outstanding; (xiii) each Contract that provides for the indemnification by any Company Group Member of any Person or the assumption of any Tax, environmental or other liability of any Person, in each case, outside of the ordinary course of business, which ordinary course of business arrangements shall include customary indemnities in services agreements, customer agreements or similar agreements; (xiv) each Contract containing contingent payments or earn-outs that would reasonably be expected to result in payments in excess of $250,000 individually or in the aggregate; (xv) each Contract with a Governmental Authority (other than Rights-of-Way listed in Schedule 4.6(c)); (xvi) Contracts for the employment or engagement of any current officer, employee or individual engaged as an independent contractor that, (A) in the case of any Contract for employment, alters the at-will employment relationship of such individual, (B) cannot be terminated upon 30 days’ notice or less without material liability or (C) provides severance payments or bonus opportunities outside of the ordinary course of business or any change of control or transaction bonus payment that may be triggered in connection with the transactions contemplated by this Agreement; (xvii) Contracts which are collective bargaining agreements, or other similar Contracts, in each case, with any labor union, works council or other labor organization; (xviii) Contracts by and between or among Seller or any Affiliate (other than the Company Group Members) of Seller or any of their respective officers, directors, or managers, on the one hand, and any Company Group Member on the other hand; (xix) any Contract that would prevent, materially delay or materially impede consummation of any of the transactions contemplated by this Agreement or that would require Buyer to make payment as a result of the consummation of the transactions contemplated by this Agreement;

18 (xx) any Contracts with any royalty or earnout payments outstanding, including that certain Asset Purchase and Sale Agreement dated as of October 12, 2016, by and among Christopher P. Dietzler, Poudre Valley Capital LLC, Dietzler Ranch and Cattle Co. LLC and Centennial Water Pipelines LLC; and (xxi) other than Contracts set forth on Schedules 4.10(a)(i)–(xx), any Contracts by and between any Company Group Member, on the one hand, and any other Company Group Member, on the other hand. (b) Each Material Contract is a legal, valid and binding obligation of the applicable Company Group Member, and is in full force and effect and enforceable in accordance with its terms against such Company Group Member and, to the Knowledge of Seller, the other parties thereto, except, in each case, where the failure to be so would not reasonably be expected to be material to the Company Group or the Business. Seller has provided to Buyer a true, correct and complete copy of each Material Contract and any and all amendments, modifications and supplements thereto. With respect to the Company Group and the Business, except as set forth on Schedule 4.10(b), to the Knowledge of the Seller, there are no legally binding oral contracts or oral agreements that would otherwise constitute a Material Contract or oral modifications or amendments to a Material Contract. (c) Neither the applicable Company Group Member, nor, to the Knowledge of Seller, any other party to any Material Contract is in default or breach in any material respect under the terms of such Material Contract and, to the Knowledge of Seller, no event has occurred that with the giving of notice or the passage of time or both would constitute a breach or default in any material respect by the applicable Company Group Member or any other party to such Material Contract. Except as set forth on Schedule 4.10(c), Seller (nor to the Knowledge of Seller, any of its Affiliates or any Company Group Member) has not received any written notice from a Third Party alleging a violation or breach of any Material Contract by Seller or any Company Group Member. Except as set forth on Schedule 4.10(c) and for customary commercial discussions occurring in the ordinary course of business consistent with past practice, neither Seller nor any Company Group Member is currently participating in any active discussions or negotiations regarding modification of or amendment to any Material Contract. Section 4.11 Legal Proceedings. Other than as is set forth on Schedule 4.11 of the Seller Disclosure Schedule, (a) there are no Proceedings pending or, to the Knowledge of Seller, threatened in writing against the Company Group or to which the Acquired Interests or the Assets are subject and to Seller’s Knowledge, no such Proceeding has been threatened against any Company Group Member, the Acquired Interests or the Assets, and (b) there exist no unsatisfied Orders which remain outstanding against any Company Group Member or the Assets. Section 4.12 Permits. Each Company Group Member holds, and has validly held when required, all material Permits necessary for the lawful conduct and the ownership and operation of its business, including the Assets, as applicable, and has made all material declarations and filings with, Governmental Authorities necessary for the lawful conduct of its business as and when conducted, including the ownership and use of the Assets. A complete list of all such material Permits is set forth on Schedule 4.12. of the Seller Disclosure Schedules (the “Material Permits”). All such Material Permits are in full force and effect and will not be affected by, or

19 require any transfer or re-issuance as a result of, the transactions contemplated by this Agreement. The Company Group is, and has been, in compliance, in all material respects, with each such Material Permit and no Proceeding is pending or, to Seller’s Knowledge, threatened, to suspend, revoke, withdraw, modify or limit any such Material Permit in a manner that has had or would reasonably be expected to have a material impact on the ability of the Company Group to use such Material Permit or conduct its operations in compliance with Law or that would result in the termination, revocation, suspension, withdrawal or restriction of any such Material Permit, or the imposition of any fine, penalty or other sanctions for violation of any requirements relating to any such Material Permits, in any material respect. Neither Seller nor the Company Group has received any written notice of any default under, cancellation, suspension, revocation, invalidation or non-renewal of any Material Permit. No event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a material default by the Company Group or any other Person under any of the Material Permits. Applications for the renewal of each such Material Permit have been timely filed and all fees and charges with respect to the Material Permits as of the date hereof have been paid in full, except where such failure to do so would not be material to the Company Group or the Business. True, correct and complete copies of all Material Permits have been provided to Buyer. Section 4.13 Taxes. Except as set forth on Schedule 4.13 of the Seller Disclosure Schedule: (a) all material Tax Returns that are required to have been filed by or with respect to any Company Group Member have been filed, and all such Tax Returns are correct and complete in all material respects and have been prepared in compliance with applicable Law; (b) all material Taxes required to have been paid by or with respect to any Company Group Member have been timely paid (without regard to whether such Taxes are shown as due on any Tax Returns); (c) each of Seller (with respect to the Company Group) and each Company Group Member has withheld and timely paid over to the appropriate Governmental Authority or other taxing authority all material Taxes that it was required to withhold from amounts paid to any employee, agent, independent contractor, creditor, nonresident or foreign company, stockholder or other Third Person and has complied with all material information reporting requirements in connection with amounts paid to any such Person, except for amounts that are being contested in good faith. Schedule 4.13(c) of the Seller Disclosure Schedule contains a list of any such contests; (d) neither Seller nor any Company Group Member has waived any statute of limitations for the period of assessment or collection of any Taxes or agreed to any extension of time for filing any Tax Return (other than an automatic extension of time not requiring the consent of the IRS or any other Taxing Authority), in each case in respect of any Company Group Member, which waiver or extension is currently in effect. There is no Tax deficiency outstanding, assessed or proposed against any Company Group Member. No adjustment relating to any Tax Return filed by Seller, with respect to any Company Group Member, or by any Company Group Member has been proposed in writing by any Governmental Authority since December 31, 2018;

20 (e) no Tax audits or administrative or judicial proceedings are being conducted, pending or, to the Knowledge of Seller, threatened with respect to any Company Group Member; (f) there are no Liens (other than Permitted Liens) on any of the Assets that arose in connection with any failure to pay any Tax; (g) neither Seller nor any Company Group Member is or has been a party to, or participated in, any “reportable transaction” as defined in Section 6707A(c)(1) of the Code and Section 1.6011-4(b) of the Treasury Regulations or any analogous provision of state, local or foreign Law; (h) neither Seller nor any Company Group Member has entered into any closing agreement with any Governmental Authority, including, but not limited to, a closing agreement pursuant to Section 7121 of the Code, with regard to any Tax liability of any Company Group Member; (i) no Company Group Member will (and Buyer as a result of the transactions contemplated by this Agreement will not be) required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending on or after the Closing Date as a result of any: (i) change in method of accounting made on or prior to the Closing or use of an improper method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date; (ii) installment sale or open transaction disposition made (other than in the ordinary course of business) on or prior to the Closing; (iii) prepaid amount or deferred revenue received (other than in the ordinary course of business) on or prior to the Closing; (iv) closing agreement entered into with any Governmental Authority prior to the Closing; or (v) any election under Section 108(i) of the Code made prior to the Closing. No Company Group Member uses, or, since August 31, 2011, has used, the cash basis method of accounting for income Tax purposes; (j) no Company Group Member is a party to, or bound by, or has any obligation or potential liability under, any Tax allocation, sharing or indemnity agreement or any other agreement or practice of a similar nature with respect to any amount of Taxes (other than any credit or other commercial agreement entered into in the ordinary course of business, the principal purpose of which does not relate to Tax); (k) no Governmental Authority in any state, territory or jurisdiction (whether foreign or domestic) where any Company Group Member does not file Tax Returns has made a material claim in writing during the preceding four (4) years that such Company Group Member is required to file Tax Returns or is otherwise subject to Tax in such state, territory or jurisdiction; (l) no Company Group Member (i) is or has been a member of any affiliated, consolidated, combined, unitary or other group, or has been included or required to be included in any Tax Return related to any such group (other than any group that includes Seller or any Company Group Member and no other Person) or (ii) has any liability for the Taxes of any Person (other than the Company Group Members) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract (other than any credit or other commercial agreement entered into in the ordinary course of

21 business, the principal purpose of which does not relate to Tax) or under any other provision of applicable Law; (m) each Company Group Member has properly collected and remitted any material required sales, use, value added and similar Taxes with respect to sales made or services provided to its customers and has properly received and retained, in all material respects, any appropriate Tax exemption certificates or other documentation for such sales made or services provided without charging or remitting sales, use, value added or similar Taxes; (n) no Company Group Member is subject to Tax or required to file a Tax Return in any country (other than the United States) by virtue of having a permanent establishment or other place of business in such country; (o) no power of attorney has been granted by or with respect to any member of the Company Group with respect to any matter relating to Taxes that has not been revoked or cancelled prior to the Closing; (p) for U.S. federal income Tax purposes, each Company Group Member is, and has been, since August 31, 2011, properly classified as an entity disregarded as separate from Seller for U.S. federal income (and applicable state and local) Tax purposes within the meaning of Treasury Regulations Sections 301.7701-2 and 301.7701-3 and no election has been filed or made to change such classification for U.S. federal income (or applicable state or local) Tax purposes; and (q) each Company Group Member has complied in all material respects with all abandoned, unclaimed property or escheat Laws. Each Company Group Member has reported and remitted to each Governmental Authority as required by Law all material amounts held, due or owing by such Company Group Member in the course of its operations and remaining unclaimed or unpaid for a period of time such that they are presumed abandoned under the Laws of the state of residence of the owner of such amounts. Section 4.14 Employee Benefits; Employment and Labor Matters. (a) Schedule 4.14(a) of the Seller Disclosure Schedule contains a true, correct, and complete list of all material Company Plans and all PEO Plans. With respect to each material Company Plan and PEO Plan, Seller has made available to Buyer, to the extent applicable, (i) accurate and complete copies of the governing plan document and material amendments thereto (or, if not written, a summary of its material terms), (ii) any related trust agreement or other funding agreement, including, but not limited to, insurance contracts, (iii) the most recent IRS determination letter, or, for a Plan maintained pursuant to a prototype or volume submitter document, opinion or advisory letter, if applicable, (iv) ERISA-compliant summary plan description (and any summary of material modifications) and, with respect to a Company Plan only, any other material written communication by the Company Group to the Business Employees concerning the benefits provided under such Company Plan, (v) the most recent financial statements, annual non-discrimination testing, and annual valuation for the last plan year and last Form 5500 annual reports (including attached schedules) and the corresponding summary annual reports; and (vi) documentation related to compliance with the Patient Protection and Affordable

22 Care Act (the “Affordable Care Act”), including copies of the summary of benefits and coverage documents. (b) Each Company Plan and, to the Knowledge of Seller, each PEO Plan is and has been established administered and operated in all material respects in accordance with the terms of the applicable controlling documents and in all material respects with the applicable provisions of ERISA and the Code. There are no unresolved claims or disputes under the terms of, or in connection with, any Company Plan or, to the Knowledge of Seller, any PEO Plan (other than routine claims for benefits) that would reasonably be expected to be material. (c) No Company Plan or PEO Plan is or has ever been subject to Title IV of ERISA or Sections 412 of the Code or 302 of ERISA. None of the Company Group or their ERISA Affiliates is a party or otherwise subject to, contributing to or required to contribute to any “multiemployer plan” within the meaning of Section 3(37) or 4001(a) of ERISA, and or, during the last six (6) years has ever been a party or otherwise subject to, contributed to or been required to contribute to any such “multiemployer plan”. None of the Company Group or their ERISA Affiliates sponsors, maintains, contributes to or is required to contribute to or has any Liability with respect to any “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code or other funding arrangement for the provision of welfare benefits. None of the Company Group nor, to the Knowledge of Seller, any trustee, administrator, other fiduciary or other “party in interest” or “disqualified person” with respect to the Plans, has engaged in a “prohibited transaction” (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) which could result in a material tax or penalty on any of such Company Group under Section 4975 of the Code or Section 502(i) of ERISA. (d) For each Company Plan or PEO Plan that is intended to satisfy the provisions of Section 401(a) of the Code: (i) such Company Plan or PEO Plan has obtained a favorable determination letter or, for a prototype or volume submitter Plan, opinion or advisory letter, from the IRS to such effect; and (ii) to the Knowledge of Seller, (A) none of the currently-operative determination letters, or opinion or advisory letters, has been revoked by the IRS, (B) the IRS has not given any written indication to the Company Group that it intends to revoke any such determination letter, and (C) no event has occurred and no condition exists that could be reasonably expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or Tax under ERISA or the Code. (e) For each Company Plan which is a “group health plan” within the meaning of Section 5000(b)(1) of the Code, the Company Group has complied in all material respects with the notice and continuation coverage requirements of Section 4980B of the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder. (f) All contributions to, and payments from, the Company Plans which are required to have been made by the Company Group with respect to any period ending on or before the Closing Date, in accordance with such Company Plans, have been or will be timely made in all material respects. All contributions to, and to the knowledge of Seller, payments from the PEO Plans which are required to have been made by the Company Group with respect to any period ending on or

23 before the Closing Date, in accordance with such PEO Plans, have been or will be timely made in all material respects. (g) No Company Plan or PEO Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former Business Employees beyond their retirement or other termination of service (other than coverage mandated by applicable Laws and other than severance benefits set forth in the applicable Plan), and no Company Group Member has any binding obligation to provide any Business Employee with any such benefits upon their retirement or termination of employment. (h) Neither the execution and delivery by any Company Group Member nor the performance by such Company Group Member of this Agreement or the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will: (i) accelerate the time of payment or vesting, or increase the amount of compensation due any Business Employee or (ii) result in any payments or benefit that will or may be made by the Company Group or the PEO, as applicable, to any Business Employee being characterized as “excess parachute payments” under Section 280G of the Code. No Company Plan or PEO Plan provides for the gross-up, reimbursement, or indemnification of any Taxes imposed by Sections 409A or 4999 of the Code. (i) With respect to each Company Plan and PEO Plan listed on Schedule 4.14(a) that provides welfare benefits of the type described in Section 3(1) of ERISA, each such plan is in compliance in all material respects with the Affordable Care Act, including Section 4980H of the Code, if applicable. The Company Group has complied in all material respects with the applicable requirements of the Affordable Care Act and the applicable regulations and guidance issued thereunder. The Company Group has never received a notice of assessment of penalties under Code Section 4980H from the IRS. (j) To the Knowledge of Seller, there are no investigations pending by any Governmental Authority involving any Company Plan or PEO Plan. Except as set forth on Schedule 4.14(j) of the Seller Disclosure Schedule, no action, suit or proceeding (other than routine claims for benefits) is pending against or, to the Knowledge of Seller, threatened against, any Company Plan or PEO Plan before any court or arbitrator or any Governmental Authority, including the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation. (k) All Business Employees are PEO Employees. Seller has, prior to the Execution Date, provided Buyer with a true and complete list of the PEO Employees as of the Execution Date (which shall be updated as of the Closing Date following reasonable advance written notice from Seller to Buyer), including for each such PEO Employee, the PEO Employee’s name, title or position, identity of the member of the Company Group that is the co-employer of the PEO Employees, exempt or non-exempt classification under the Fair Labor Standards Act, annualized base salary or hourly wage rate (as applicable), annual bonus and commission opportunities for the 2022 calendar or fiscal year (as applicable), date of hire (or other service crediting date, if applicable), accrued but unused vacation time, and other time-off benefits and whether such PEO Employee is actively at work or on an approved leave of absence.

24 (l) No Company Group Member is a party to any labor or collective bargaining Contract that pertains to the Business Employees. As of the Closing Date, none of the PEO Employees is represented by a labor union with respect to such PEO Employee’s employment with the applicable Company Group Member and, to the Knowledge of Seller, there has not been any effort by a labor union to organize any of the PEO Employees in the three (3) years immediately preceding the Closing Date. There is no, and during the past three (3) years there has been no, material labor dispute, strike, slowdown, work stoppage or lockout pending or, to the Knowledge of Seller, threatened against or affecting any Company Group Member or the Acquired Interests. No Company Group Member has breached or is in material breach of any provisions of any collective bargaining or union Contract. There are no pending or, to the Knowledge of Seller, threatened union grievances or union representation questions involving any of the PEO Employees. (m) Each Company Group Member is, and during the past three (3) years has been, in compliance in all material respects with all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, employee leave requirements, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices, classification of employees (including proper classification of independent contractors and employees), consultants and independent contractors, COVID-19, plant closures, furloughs and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (“WARN Act”)). No Company Group Member has, during the last three years, engaged in any material unfair labor practice, as defined in the National Labor Relations Act or other similar applicable Laws. No unfair labor practice or labor charge or complaint is currently pending or, to the Knowledge of Seller, threatened against any Company Group Member before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority. (n) Except as set forth on Schedule 4.14(n) of the Seller Disclosure Schedule, no material Proceedings have been commenced during the prior three year period or are pending against any Company Group Member under any Law affecting or relating to the employment relationship and, to the Knowledge of Seller, no such Proceedings are currently threatened against any Company Group Member. No Company Group Member is, as of the Execution Date, a party to, or, to the Knowledge of Seller, otherwise named in and bound by, any unsatisfied judgment, order, consent decree, or finding in effect as of the Execution Date, as applicable, with or issued by, any Governmental Authority relating to its employees or employment practices. Except as set forth on Schedule 4.14(n) of the Seller Disclosure Schedule, none of the Seller, nor any Company Group Member, has received within the past three years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to such Person and, to the Knowledge of Seller, no such investigation is in progress. Neither Seller, nor any Company Group Member is bound by or otherwise subject to any unsatisfied Order, settlement or consent decree, as applicable, with any PEO Employee (present or former) or any other Person, including any Governmental Authority, relating to Seller’s or such Company Group Member’s employment or labor practices and policies (including practices relating to discrimination, wage payments, recordkeeping, employment classification and immigration).

25 (o) Each Company Group Member, as applicable, has properly completed and retained a Form I-9 with respect to the Business Employees employed by such Company Group Member, and to the Knowledge of Seller all PEO Employees are legally eligible to work in the United States. Section 4.15 Intellectual Property. (a) Schedule 4.15 of the Seller Disclosure Schedule contains a list of all Registered Intellectual Property. Except as set forth on Schedule 4.15 of the Seller Disclosure Schedule, the Company Group either owns or has valid licenses or other rights to use all Owned Intellectual Property and other Intellectual Property used in the Business as currently conducted. The Company Group has not infringed, nor has Seller or the Company Group received a written claim that the Company Group has infringed, any Intellectual Property of any Person. To the Knowledge of Seller, no Third Party during the prior two-year period has or is currently infringing, misappropriating, diluting or violating the Intellectual Property of any of the Company Group Members. All Registered Intellectual Property is valid, subsisting and, to the Knowledge of Seller, enforceable (except for any Registered Intellectual Property designated as expired or abandoned on Schedule 4.15 of the Seller Disclosure Schedule). (b) Each of the Company Group Members owns or has a valid and enforceable written license or right to use, as applicable, all Intellectual Property used or held for use in the conduct of the Business as currently conducted, free and clear of all Liens (other than Permitted Liens). (c) The Company Group Members and Seller have taken reasonable measures to protect the confidentiality of the material trade secrets and confidential information owned by the Company Group Members used in the Business and of any Third Parties who have licensed material trade secrets and confidential information to the Company Group Members for use in the Business. (d) There has been no material failure or other material substandard performance of any computer systems of the Company Group Members which has caused any material disruption to the Business. Each of the Company Group Members has taken commercially reasonable steps to provide for the back-up and recovery of data and information, have commercially reasonable disaster recovery plans, procedures and facilities, and, as applicable, have taken commercially reasonable steps to implement such plans and procedures. Each of the Company Group Members has taken commercially reasonable actions to protect the integrity and security of the computer systems and the software information stored thereon from unauthorized use, access, or modification by Third Parties, and to the Knowledge of Seller, no such Third Party has obtained unauthorized access to such computer or software systems. To the Knowledge of Seller, there has been no actual or alleged security breach, or unauthorized use, access or intrusion, of any information technology system or any personal information, payment card information, confidential information, trade secret or any other such information collected, maintained or stored by any of the Company Group Members (or any loss, destruction, compromise or unauthorized disclosure thereof). Section 4.16 Insurance. Set forth on Schedule 4.16 of the Seller Disclosure Schedule is, as of the Execution Date, a true, complete and accurate list of all material property, general liability, automobile liability, workers’ compensation and employers’ liability, umbrella/excess

26 liability and directors’ and officers’ liability insurance (including the coverage amounts and the names of the insurers) in force as of the Execution Date currently held by the Company Group or maintained by or on behalf of any Company Group Member, including with respect to the Assets. As of the Execution Date, no written notice has been received by Seller or the Company Group that would reasonably be expected to be followed by a written notice of cancellation, alteration of coverage or non-renewal of any insurance policy set forth on Schedule 4.16 of the Seller Disclosure Schedule. Seller has made available to Buyer true, complete and correct copies of all such insurance policies. All such policies and contracts of insurance are in full force and effect, all premiums due thereon (covering all periods up to and including the Closing Date) have been paid in full by the applicable Company Group Member and each Company Group Member, as applicable, is otherwise in compliance with the terms and provisions of its respective policies and, except as would not reasonably be expected to be material to the Company Group or the Business, is not in default in any material respect under any such insurance policy. There are no outstanding claims under any such insurance policy. There are no claims pending under any such policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Such policies are sufficient for compliance with the minimum stated requirements under all Material Contracts. The Company Group has not been denied coverage under any such insurance policy or any other insurance policy during the prior two-year period. Section 4.17 Affiliate Transactions. Except as set forth on Schedule 4.17 of the Seller Disclosure Schedule, none of Seller, any Affiliate of Seller (other than the Company Group) or any director, manager, officer or employee of Seller or any such Affiliate of Seller (other than the Company Group) (a) is a party to any Contract with the Company Group or (b) owns or leases any material asset, property or right which is used or currently intended to be used by the Company Group, including the Assets. Section 4.18 Brokers’ Fee. Except as set forth on Schedule 4.18 of the Seller Disclosure Schedule, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company Group for which Buyer or the Company Group shall have any responsibility. Section 4.19 Imbalances. As of the Execution Date, the Company Group does not have any hydrocarbon imbalances (gathering, processing, transportation or otherwise) that are associated with the Assets in excess of $250,000, individually, other than as set forth on Schedule 4.19 of the Seller Disclosure Schedule. No gas imbalances (gathering, processing, transportation or otherwise) that are associated with the Assets have arisen other than in the ordinary course of the business consistent with past practices. Section 4.20 Releases and Conveyances of Dedicated Acreage and Wells. Except as set forth on Schedule 4.20 of the Seller Disclosure Schedule, from and after the effective date of each Material Contract for the purchase, gathering, processing, treating and/or transportation of natural gas by the applicable Company Group Member (each such Material Contract, a “Midstream Contract”), no Company Group Member has consented to or approved, (i) the releases of any material acreage, leases, wells, or other interests in production that were included in an area of mutual interest under, or dedicated or otherwise committed to the performance of,

27 such Midstream Contract (each, a “Dedicated Interest”), or (ii) the conveyance, assignment or other transfer of any material Dedicated Interest free and clear of the dedication or other commitment under such Midstream Contract. Section 4.21 No Bankruptcy. There are no bankruptcy, insolvency, reorganization or receivership Proceedings pending against, being contemplated by or, to the Knowledge of Seller, threatened against any Company Group Member or their respective assets, including the Assets. Section 4.22 Bank Accounts. Set forth on Schedule 4.22 of the Seller Disclosure Schedule is an accurate and complete list showing (a) the name and address of each bank in which any Company Group Member has an account or safe deposit box, the number of any such account or any such box and the names of all Persons authorized to draw thereon or to have access thereto and (b) the names of all Persons, if any, holding powers of attorney from such Company Group Member and a summary statement of the terms thereof. Section 4.23 Certain Payments. None of the Company Group Members nor Seller nor anyone acting on their behalf, including any officer, director, employee, independent contractor, consultant or agent, has directly or indirectly, authorized, paid or delivered or agreed to pay or deliver any fee, commission or other sum of money or item of property, however characterized, to any Person, foreign, federal, state, provincial or local government official or other party, including any political party or official thereof or candidate for political office, that is in any manner related to the Company Group, the Business or the Assets that is illegal or improper under any Law. Section 4.24 Records. All Records of the Company Group have been maintained in all material respects in accordance with applicable Law and in the ordinary course of business and are located at the premises of the Company Group. At the Closing, Buyer will have in its possession all of the Records material to the operation of the Business. Section 4.25 Operations. During the three years prior to the Execution Date, to Seller’s Knowledge, no event, occurrence, condition or act that has occurred which would reasonably be expected to result in a material claim for personal injury (including death) and/or Third Party property damage with respect to or arising out of the ownership, management or operation of the Assets or the Business. Section 4.26 No Reliance. THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE III AND THIS ARTICLE IV, INCLUDING THE SELLER DISCLOSURE SCHEDULE, CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE SELLER DISCLOSURE SCHEDULE, NO PARTY OR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER OR THE COMPANY GROUP, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE COMPANY GROUP’S BUSINESS, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS OR CONDITION, AND BUYER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY

28 GROUP, THE SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, STOCKHOLDERS, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE NATURE OR EXTENT OF ANY LIABILITIES, THE BUSINESS OR FINANCIAL PROSPECTS, OR THE EFFECTIVENESS OR SUCCESS OF ANY OPERATIONS OF THE COMPANY GROUP, THE DISTRIBUTION OF, OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO ANY PARTY IN ANY DATA ROOM, ELECTRONIC DATA ROOM, MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE SELLER DISCLOSURE SCHEDULE, SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OTHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (INCLUDING OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY PARTY OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE OF SUCH PARTY OR ANY OF ITS AFFILIATES). ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Except as set forth on the Buyer Disclosure Schedule, Buyer hereby represents and warrants to Seller as follows: Section 5.1 Organization; Qualification. Buyer is a legal entity duly formed, validly existing and in good standing under the Laws of Delaware and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Buyer is duly licensed or qualified to do business in all jurisdictions in which it carries on business or owns assets and such qualification required by Law, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to, prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Transaction Documents to which it is, or will be, a party or to materially impair its ability to perform its obligations under this Agreement or the Transaction Documents to which it is, or will be, a party. Section 5.2 Authority; Enforceability. (a) Buyer has the requisite power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents to which it is, or will be, a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is, or will be, a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary entity action on the part of

29 Buyer, and no other entity proceedings on the part of Buyer are necessary to authorize the execution, deliver or performance of this Agreement or the other Transaction Documents to which it is, or will be, a party or to consummate the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party. (b) This Agreement and the other Transaction Documents to which Buyer is, or will be, a party have been (or will be, when executed and delivered at the Closing) duly executed and delivered by Buyer, and, assuming the due authorization, execution and delivery by the other parties thereto, this Agreement and each Transaction Document to which Buyer is, or will be, a party constitutes (or will constitute, when executed and delivered at the Closing) the valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by Creditors’ Rights. Section 5.3 Non-Contravention. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is, or will be, a party by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby does not and will not: (a) contravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Buyer; (b) conflict with, result in a violation of or constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration or loss of any material benefit under, require consent, approval or waiver from, or require the giving of notice to any Person (in any case, with or without the giving of notice, or the passage of time or both) under or in connection with any of the terms, conditions or provisions of any material Contract to which Buyer is a party or by which any property or asset of Buyer is bound or affected; (c) except for any Governmental Consents, contravene, conflict with, violate or result in a default under any Law or Order to which Buyer is subject or by which any of Buyer’s properties or assets is bound, except, in the cases of clauses (b) and (c), for such defaults or rights of termination, cancellation, amendment, or acceleration or violations as would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Buyer is, or will be, a party or to materially impair Buyer’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. Section 5.4 Consents and Approvals. Except as set forth on Schedule 5.4 of the Buyer Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority needs to be obtained by or is necessary for the consummation by Buyer of the transactions contemplated by this Agreement or the other Transaction Documents to which it is, or will be, a party, other than filings and expirations or terminations of the applicable waiting periods under the HSR Act and such other declarations, filings, registrations, notices, authorizations, consents or approvals which are customarily made or obtained after the Closing or if not obtained or made, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Buyer is, or will be, a party or to materially impair Buyer’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. Section 5.5 Legal Proceedings. There are no Proceedings pending or, to the Knowledge of Buyer, threatened against Buyer, that (a) would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or the

30 other Transaction Documents to which Buyer is, or will be, a party or materially impair Buyer’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is, or will be, a party or (b) seek to (i) challenge the validity or enforceability of the obligations of Buyer under this Agreement or the obligations of Buyer under the other Transaction Documents to which it is, or will be, a party or (ii) enjoin, alter, challenge, delay or prevent the consummation of the transactions contemplated by this Agreement by Buyer. To Buyer’s Knowledge, no such Proceeding has been threatened against Buyer. Section 5.6 Anti-Money Laundering. No funds used by Buyer in connection with the transactions contemplated by this Agreement are derived or obtained from any money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations. Section 5.7 Matters Relating to Acquisition of the Acquired Interests. (a) Buyer has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Buyer is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Buyer does not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any Third Person, with respect to the Acquired Interests. Buyer acknowledges and understands that (i) the acquisition of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon its sale by Buyer, be characterized as “restricted securities” under state and federal securities Laws. (b) Buyer has undertaken such investigation as it has deemed reasonably necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the Acquired Interests. Buyer has had an opportunity to ask questions and receive answers from Seller regarding the terms and conditions of the offering of the Acquired Interests and the business, properties, prospects, and financial condition of the Company Group (to the extent Seller possessed such information). Section 5.8 Bankruptcy. There are no bankruptcy, insolvency, reorganization or receivership proceedings pending against, being contemplated by, or threatened in writing against Buyer. Buyer is not (and will not be upon consummation of the transactions contemplated hereby) insolvent. Section 5.9 Financial Resources. (a) As of the Execution Date, Buyer has delivered to Seller a true, complete and correct copy of each Debt Commitment Document pursuant to which the Debt Financing Sources have

31 committed to purchase senior secured second lien notes of the Buyer or one or more Affiliates thereof for the purpose of funding, among other things, the transactions contemplated by this Agreement; provided that the Debt Commitment Letters may be redacted with respect to fee amounts and other economic or commercially sensitive provisions that are customarily redacted in connection with acquisition agreements of this type. As of the Execution Date, the Debt Commitment Letters are in full force and effect and have not been withdrawn or terminated or otherwise amended or modified in any respect. As of the Execution Date, each Debt Commitment Letter is a legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and legal principles of general applicability governing the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law). There are no other agreements, side letters or arrangements in effect to which the Buyer or any of its Affiliates is a party relating to the Debt Commitment Documents, other than as expressly contained in the Debt Commitment Documents, that (w) impose additional conditions or expand any existing condition to the availability of the commitments contained in the Debt Commitment Documents on or prior to the dates set forth therein, (x) adversely affect the ability of Buyer to enforce its rights against any of the other parties to the Debt Commitment Documents, (y) reduce the aggregate amount thereof to be funded on or prior to the dates set forth therein or (z) would delay or impact the funding of the Debt Financing on or prior to the dates set forth therein, as applicable. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer under any term or condition of the Debt Commitment Documents that would reasonably be expected to prevent, materially delay or materially impede the Closing or the funding of the Debt Financing on or prior to the dates set forth in the Debt Commitment Documents. The Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Documents to be paid by it on or prior to the date of this Agreement. The Buyer is not aware of any fact or occurrence that, with or without notice, lapse of time or both, could reasonably be expected to result in any of the conditions in the Debt Commitment Documents not being satisfied, or otherwise result in the Debt Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. (b) Taken together with the Debt Financing, Buyer has, and as of the Closing, assuming the satisfaction of the condition set forth in Section 8.2(a) and the funding of the Debt Financing on or prior to the dates set forth in the Debt Commitment Documents, as applicable, in accordance with the Debt Commitment Documents, Buyer shall have, sufficient cash on hand, available lines of credit or other sources of immediately available funds to enable it to (i) fund and pay the Unadjusted Purchase Price and the Deposit and (ii) fully perform its obligations under this Agreement and the other Transaction Documents and satisfy all costs and expenses arising in connection herewith and therewith. (c) The Buyer acknowledges that its obligations hereunder are not subject to any conditions regarding the Buyer’s or any other Person’s ability to obtain financing for the consummation of this Agreement and the other transactions contemplated by this Agreement. Section 5.10 Brokers’ Fee. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission

32 in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer for which Seller or its Affiliates or the Company Group shall have any responsibility. Section 5.11 No Reliance. In making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely upon the representations and warranties of Seller and the Company Group set forth in Article III and Article IV of this Agreement, including the Seller Disclosure Schedules. Except for the representations and warranties contained in Article III and Article IV, including the Seller Disclosure Schedules, Buyer acknowledges and agrees that neither the Company Group nor Seller, nor any of their respective Affiliates or any of their respective stockholders, trustees, members, partners, fiduciaries or Representatives, or any other Person has made or is making, and Buyer has not relied upon, any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to the Company Group, Seller, their respective Affiliates, the Acquired Interests, the Assets, this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby. Except for the representations and warranties contained in Article III and Article IV, including the Seller Disclosure Schedules, (a) Buyer disclaims, on behalf of itself and its Affiliates, (i) any other representations or warranties of Seller or the Company Group, whether made by Seller, the Company Group or any of their respective Affiliates or their respective stockholders, trustees, members, partners, fiduciaries or Representatives or any other Person, with respect to Seller or the Company Group, this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby or any reliance thereon and (b) Buyer acknowledges and agrees that neither Seller, the Company Group, nor any of their respective Affiliates, any of their respective stockholders, trustees, members, partners, fiduciaries or Representatives nor any other Person has made or is making any representations or warranties to Buyer or any other Person regarding the probable success or profitability of the Company Group, the Assets or the Acquired Interests (whether before or after the Closing). ARTICLE VI COVENANTS OF THE PARTIES Section 6.1 Conduct of Business of Seller and the Company Group. (a) From the Execution Date until the earlier to occur of the Closing or termination of this Agreement as provided in Section 10.1, except as (i) expressly contemplated or otherwise provided by the terms of this Agreement, (ii) described in Schedule 6.1 of the Seller Disclosure Schedule, (iii) consented to or approved in writing by Buyer (which shall not be unreasonably withheld, conditioned or delayed) or (iv) required by applicable Law, Seller shall (solely with respect to the Company Group), and shall cause the Company Group to, (A) own, operate and maintain the Business and the Assets and conduct its operations in the ordinary course of business and in material compliance with all applicable Laws, (B) use commercially reasonable efforts to preserve substantially intact the present business organization, operations, goodwill and assets of the Company Group, including the Assets and including relationships with employees, customers, suppliers, licensors, licensees, lenders, distributors, lessors and others having significant business dealings with the Company Group and (C) keep and maintain the Records of the Company Group in the ordinary course consistent with past practice.

33 (b) Without limiting the generality of Section 6.1(a) and except as (i) expressly contemplated or otherwise provided by the terms of this Agreement, (ii) described in Schedule 6.1 of the Seller Disclosure Schedule, (iii) described in the capital expenditure schedule set forth in Schedule 6.1 of the Seller Disclosure Schedule, (iv) consented to or approved in writing by Buyer (which shall not be unreasonably withheld, conditioned or delayed) or (v) required by applicable Law, from the Execution Date until the earlier to occur of the Closing or termination of this Agreement as provided in Section 10.1, Seller shall not (solely with respect to the Company Group), and shall cause the Company Group not to: (i) except for acceptances of capital contributions from Seller for the purpose of funding capital and operating expenses permitted under this Section 6.1, issue, sell, deliver, purchase or redeem any Equity Securities in the Company Group; (ii) merge or consolidate with any Person or adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization of the Company Group or the Seller or otherwise authorize or undertake any liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization of the Company Group or the Seller or amend or adopt any change in the respective Organizational Documents of the Company Group or form any Subsidiaries; (iii) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; make any loans, advances, or capital contributions to, or investments in, any other Person; or mortgage or pledge any of the Assets or the Acquired Interests or create or suffer to exist any Lien thereupon (other than Permitted Liens), in each case, in excess of $250,000 or which will not be repaid or retired in connection with the Closing; (iv) split, combine, subdivide, reclassify or redeem, or purchase or otherwise acquire, any of the Equity Interests of the Company Group; (v) acquire (by merger, consolidation or otherwise) any material assets or businesses of, any Person or division thereof, or sell, lease, license, transfer, farmout or otherwise dispose of, directly or indirectly, any material assets of the Company Group, including the Assets, other than (A) sales of inventory in the ordinary course of business or (B) dispositions of obsolete or worthless assets; (vi) amend, assign, modify, terminate, extend or change, or waive, release, grant, close out or transfer any material rights under, any Material Contract or otherwise enter into, amend, assign, modify or terminate any Contract which would have been a Material Contract, including if so amended or modified, had it been entered into prior to the date of this Agreement; (vii) enter into any Contract that requires or provides for a credit support obligation; (viii) other than as expressly contemplated in Schedule 6.1 of the Seller Disclosure Schedule or as required on an emergency basis or for the safety of individuals

34 or the environment, make any capital expenditures in excess of $250,000 individually or in the aggregate with respect to any Company Group Member; (ix) change or modify any material accounting policies of the Company Group, other than as required by GAAP or a change in applicable Law; (x) materially change any historical working capital practice, including accelerating any collections of cash or accounts receivables or deferring or delaying accounts payable; (xi) except pursuant to any existing Plan or required by applicable Law or otherwise in the ordinary course of business, (A) enter into any new or materially amend any existing Company Plan or PEO Plan in any manner that creates payment obligations for the Company Group or (B) increase the base salary, wages, bonuses, commission opportunities or other compensation or benefits of any Continuing Employee, including any incentive compensation, or grant or approve any severance payments, in each case in any manner that creates payment obligations for the Company Group; (xii) enter into any employment, severance, individual consulting, non- competition or similar agreement or Contract (or amend or terminate any such agreement or Contract) involving any Continuing Employee; (xiii) amend or terminate the PEO Agreement; (xiv) make any settlement of or compromise any Tax liability of any Company Group Member, amend any Tax Return of any Company Group Member, change any Tax election made by any Company Group Member or Tax method of accounting used by any Company Group Member or make any material new Tax election for any Company Group Member or adopt any material new Tax method of accounting for use by any Company Group Member; surrender any right to claim a refund of Taxes of any Company Group Member; consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment that may be made against any Company Group Member (other than extensions of time to file Tax Returns); provided, however, that nothing in this Section 6.1(b) (or any other provision of this Agreement) shall be construed to prohibit or limit Seller or any of its Affiliates from pursuing any Tax refund claim described in Schedule 7.9 of the Seller Disclosure Schedule; (xv) settle, release or compromise any pending or threatened adverse litigation matter or Proceeding (other than matters or Proceedings in respect of Taxes, which shall be governed by Section 6.1(b)(xiv)) for an amount in excess of $250,000; (xvi) terminate or fail to renew any Material Permit or maintain any insurance policy set forth on Schedule 4.16; (xvii) cancel or compromise any debt or claim or waive or release any material right of such Company Group Member that could be reasonably expected (due to the nature of the claims involved or the scope of their applicability to such Company Group Member’s business or operations) to involve amounts of $250,000 or more in value; or

35 (xviii) agree or commit to take any of the actions described above. Buyer’s receipt of information pursuant to this Section 6.1 shall not operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Seller in this Agreement and shall not be deemed to amend or supplement the Seller Disclosure Schedule. (c) Buyer’s approval of any action restricted by Section 6.1(b) shall be considered granted on the third Business Day (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in the request delivered to Buyer) after receipt by Buyer of such written request for consent unless Buyer notifies the requesting Party to the contrary prior to such date. In the event of an emergency, a serious risk to life, property, or the environment, or in connection with any health conditions (including any epidemic, pandemic, or disease outbreak (including the COVID-19 virus)) that requires action prior to notifying Buyer thereof, Seller or the Company Group may take such action as a reasonable and prudent operator would take, and any such actions shall not be deemed to be a breach of the provisions of Section 6.1(b), and Seller shall notify Buyer of such action promptly thereafter. (d) Seller may, and may cause the Company Group Members to, distribute Cash from the Company Group Members to Seller prior to the Closing; provided, however, that notwithstanding the foregoing to the contrary, Seller shall, and shall cause the Company Group Members to, retain such minimum Cash amounts as set forth on Section 6.1(d) of the Seller Disclosure Schedule so that such Cash amounts are available as of the Closing. Section 6.2 Access to Information. (a) Until the earlier to occur of the Closing or the termination of this Agreement pursuant to Section 10.1, on Business Days and during the business hours of 9:00 a.m. to 5:00 p.m., Seller will, and will cause the Company Group to, to the fullest extent permissible under applicable Law, make available and to provide reasonable access (upon reasonable advance written notice) to Buyer and Buyer’s Representatives to the Assets, including the Real Property, the Records (to the extent in the possession or control of Seller), the Business Employees and other officers and employees of Seller (or, as appropriate, its Affiliates) who have significant responsibility for the Assets and books and records of the Company Group and such other information related to the Company Group, the Acquired Interests or the Assets as Buyer may reasonably request, but only to the extent that such access (i) will not unreasonably interfere with the Business and (ii) is reasonably related to Buyer’s obligations and rights under this Agreement; provided, however, that (A) Seller shall be entitled to have its Representatives present for any communication with or access to the Assets and the Business Employees and (B) Buyer shall, and shall cause its Affiliates and Representatives to, observe and fully comply with all health, safety and security requirements of the Company Group and all written instructions of Seller, the Company Group and their respective Affiliates, as applicable, and the terms and conditions of the Confidentiality Agreements. (b) Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates or Representatives shall have any right of access to, and neither Seller, the Company Group, the Business Employees nor any of their respective Affiliates or Representatives shall have any obligation to provide (i) any information subject to Third Person confidentiality

36 agreements or provisions for which a consent or waiver cannot be secured by Seller or the applicable Company Group Member after exercising commercially reasonable efforts, (ii) information that, if disclosed, would (A) violate an attorney-client privilege available to Seller, any Company Group Member or any of their respective Affiliates, or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications, or (B) result in a violation of Law or (iii) information relating to the process conducted for the sale of the Company Group, including bids received from other Third Parties in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids. Notwithstanding the foregoing to the contrary, with respect to any privileged Contracts or material related communications subject to confidentiality obligations that Seller elects not to disclose in accordance with this Section 6.2(b), Seller shall notify Buyer that it is so withholding information and provide a general description of the nature of the information being withheld or otherwise provide reasonable substitute arrangements for Buyer, in each case, to the extent permitted under the terms of the applicable confidentiality provisions. (c) Neither Buyer nor any of its Affiliates or Representatives shall contact or hold discussions with any Business Employees or suppliers, vendors, distributors, customers or sales team members of Seller or any of its Affiliates (including any Company Group Member) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller (which consent shall not be unreasonably conditioned, delayed or withheld), and in any event only with the participation of one or more Representatives of Seller or its Affiliates designated in advance by Seller. Notwithstanding the foregoing, the Parties acknowledge and agree that Buyer may contact any suppliers, vendors, distributors, customers or sales team members of the Company Group or Seller in the ordinary course of business and regarding matters unrelated to the transactions contemplated by this Agreement. (d) Neither Buyer nor any of its Affiliates or Representatives shall conduct any invasive sampling, testing or analysis of environmental media with respect to the Business or the Assets without Seller’s prior written consent (which may be withheld by Seller in its sole discretion). Section 6.3 Governmental Approvals. (a) Subject to the provisions of this Section 6.3, the Parties will reasonably cooperate with and assist each other and use commercially reasonable efforts to obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained and to make any filings with or notifications or submissions to any Governmental Authority that are necessary in order to consummate the transactions contemplated by this Agreement and the other Transaction Documents and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters. (b) In furtherance of Section 6.3(a), as soon as practicable following the Execution Date, but in no event later than ten (10) Business Days following the Execution Date, the Parties shall make or cause to be made such filings as may be required by the HSR Act with respect to the transactions contemplated by the Transaction Documents. Thereafter, the Parties shall file as promptly as reasonably practicable all reports or other documents required or requested by any relevant Governmental Authority pursuant to the HSR Act, including requests for additional

37 information and documentary material concerning such transactions, so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the Execution Date, but in no event later than the Termination Date. Each Party shall cause its respective counsel to furnish each other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with the Parties’ preparation of necessary filings or submissions under the provisions of the HSR Act. Each Party shall permit the other Party to review and discuss in advance, and shall consider in good faith the views of the other Party in connection with, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other materials to be submitted or made to any Governmental Authority with respect to such filings. Each Party shall cause its counsel to supply to each other Party copies of the date stamped receipt copy of the cover letters delivering the filings or submissions required under the HSR Act to any Governmental Authority and shall provide prompt notification to the other Party when it becomes aware that any consent or approval referred to in this Section 6.3(b) is obtained, taken, made, given or denied, as applicable. No Party shall participate in any meeting or substantive discussion with any Governmental Authority in respect of any such filings or related investigations or other inquiries unless, to the extent practicable, it consults with the other Party in advance and, to the extent practicable and permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate in such meeting or discussion. Each Party shall keep the other Party apprised of the material content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by the Transaction Documents, including promptly notifying the other Party of any communication it receives from any Governmental Authority relating to any review or investigation of the transactions contemplated by Transaction Documents under the HSR Act. The Parties shall, and shall cause their respective Affiliates to use their commercially reasonable efforts to, provide each other with copies of all material, substantive correspondence, filings or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to the Transaction Documents and the transactions contemplated by the Transaction Documents; provided, however, that materials may be redacted (i) to remove references concerning valuation; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Buyer and Seller shall each pay 50% of the statutory filing fee associated with filings under the HSR Act, which such obligation shall survive termination of this Agreement notwithstanding anything to the contrary herein. (c) Notwithstanding the foregoing, nothing contained in this Agreement or any other Transaction Document shall be construed so as to require a Party, or any of its respective Affiliates, without its written consent, to take any of the following actions in order to cause the expiration or termination of the applicable HSR Act waiting period: (i) sell, license, dispose of, hold separate or operate in any specified manner any of its respective assets, properties or businesses (or to discuss, agree or commit to any of the foregoing), (ii) enter into any consent decree, Order or agreement that alters its business or commercial practices in any way or that in any way limits or could reasonably be expected to limit the right of Buyer to own, operate or retain all or any portion of the Acquired Interests or all or any portion of Buyer’s or any Company Group Member’s assets, properties or businesses or Buyer’s freedom of action with respect thereto or to otherwise receive the full benefits of the Transaction Documents, (iii) contest, resist or defend any Proceeding instituted (or threatened to be instituted) by any Governmental Authority or other Person

38 challenging the Transaction Documents or the transactions contemplated thereunder as violating any applicable Law or (iv) have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) or any Law that is effect and that enjoins, restrains, prevents, prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Documents. Section 6.4 Debt Financing Information. (a) During the period commencing on the date of this Agreement and terminating on the earliest to occur of (x) the Closing, (y) the funding of the Debt Financing in full and the release of the proceeds thereof from the designated account of the Buyer or its Affiliates in accordance with the Debt Commitment Documents and (z) the termination of this Agreement, the Company Group and the Seller shall use their commercially reasonable efforts to provide, and shall use their commercially reasonable efforts to cause each of their respective controlled Subsidiaries to provide, to the Buyer, at the Buyer’s sole cost and expense, all cooperation that is customary and reasonably requested by the Buyer in connection with obtaining the Debt Financing; provided, however, that no such requested cooperation provided in accordance with this Section 6.4 shall unreasonably interfere with the normal business or operations of the Company Group, the Seller or their respective Subsidiaries and no obligation of the Company Group, the Seller or their respective Subsidiaries under any certificate, document, agreement or instrument, as applicable, shall be effective until the Closing Date and none of the Company Group, the Seller or their respective Subsidiaries will be required to pay any commitment or other similar fee, enter into any definitive agreement that is not contingent upon the Closing or that would be effective prior to the Closing, incur any other liability, make any other payment or agree to provide any indemnity in connection with the Debt Financing. In addition, nothing in this Section 6.4 shall require the Company Group, the Seller or their respective Subsidiaries or Affiliates or any of their respective Representatives, as applicable (A) to take any action that would conflict with or violate the Organizational Documents of the Company Group, the Seller or their respective Subsidiaries or any Law or result in, prior to the Closing Date, the contravention of, or that would reasonably be expected to result in, prior to the Closing Date, a violation or breach of, or default under, any Material Contract to which the Company Group, the Seller or any of their respective Subsidiaries is a party, (B) to deliver any certificate, document, instrument or agreement if any representation and warranty or certification set forth therein would be inaccurate in any material respect, (C) take any action that causes any closing condition set forth in Section 8.1 or Section 8.2 to fail to be satisfied or (D) to take any action or provide any assistance that would reasonably be expected to result in personal liability to a director or officer. For the avoidance of doubt, (I) none of the Company Group, the Seller or any of their respective Subsidiaries shall be required to provide, and Buyer shall be solely responsible for the preparation of, (1) pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information or any financial statements or financial information, (2) any description of all or any component of any Debt Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (3) projections, risk factors or other forward-looking statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of the Regulation S-X or (4) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K. and (II) none of the Company Group, the Seller or their respective Subsidiaries or their respective officers, directors or employees shall be required to execute any resolution, consent or certificate or enter

39 into or perform any agreement with respect to the Debt Financing contemplated by the Debt Commitment Documents that is not contingent upon the Closing or that would be effective prior to the Closing Date and no directors of the Company Group, the Seller or their respective Subsidiaries that will not be continuing directors, acting in such capacity, shall be required to execute any resolution, consent or certificate related to or enter into or perform any agreement with respect to the Debt Financing. (b) The Buyer will promptly reimburse the Company Group, the Seller and their respective Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs and expenses (including (A) reasonable attorneys’ fees and (B) expenses of the Company Group’s or the Seller’s accounting firms engaged to assist in connection with the Debt Financing, as applicable) incurred by the Company Group, the Seller and their respective Subsidiaries, as applicable, in connection with the cooperation contemplated by Section 6.4(a). The Buyer will indemnify and hold harmless the Company Group, the Seller, their respective Subsidiaries, and their respective officers, directors, employees, investment banks, attorneys and other advisors or Representatives (collectively, the “Indemnitees”) from and against any and all Liabilities suffered or incurred by any of them in connection with the arrangement and/or obtaining of the Debt Financing (including the performance of their respective obligations under, or the taking of or refraining from any action in accordance with, this Section 6.4) and any information used in connection therewith, except to the extent suffered or incurred as a result of any such Indemnitee’s, or such Indemnitee’s Representatives’, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment). ARTICLE VII FURTHER AGREEMENTS Section 7.1 Indemnification of Officers, Directors, Employees and Agents. (a) Buyer shall, and shall cause its Subsidiaries (including after the Closing, the Company Group) to, ensure that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the past and present directors, managers and officers (in such capacities) of each Company Group Member (collectively, together with their respective heirs, executors or administrators, the “D&O Indemnified Parties”) as provided in the Organizational Documents of the Company Group or any written indemnification agreement provided to Buyer, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years from the Closing Date and such indemnification agreements and the provisions with respect to indemnification, advancement of expenses and limitations on liability set forth in such Organizational Documents with respect to acts or omissions existing or occurring at or prior to the Closing shall not be amended, repealed or otherwise modified (unless required by Law) in a manner that is adverse to any D&O Indemnified Party; provided, that all rights to indemnification and advancement of expenses in respect of any Proceeding arising out of or related to matters existing or occurring at or prior to the Closing and asserted or made within such six-year period (each a “D&O Claim”) shall continue until the final disposition of such Proceeding. Notwithstanding the foregoing, a D&O Indemnified Party shall not be entitled to indemnification and the advancement of expenses as contemplated above to the extent such D&O Indemnified Party is the subject of a D&O Claim by the Buyer or its Affiliates against Seller pursuant to this Agreement.

40 (b) At or prior to the Closing, Seller shall, or shall cause the Company Group to, put in place, and shall fully prepay (at the Seller’s expense), “tail” insurance policies on terms and conditions (both in amount and scope) from an insurance carrier with the same or better credit rating as the Company Group’s current insurance carrier, providing at least the same coverage and amounts to the D&O Indemnified Parties as provided to such Persons under the officers’ and directors’ liability insurance policies maintained by the Company Group with respect to matters existing or occurring prior to the Closing with a claims period of at least six (6) years following the Closing with respect to D&O Claims. (c) The provisions of this Section 7.1 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the Persons identified in this Section 7.1, their heirs and their personal representatives, shall be binding on all successors and assigns of Buyer and the Company Group and may not be terminated or amended in any manner adverse to such Persons without their prior written consent. Section 7.2 Retention of Books and Records. Buyer will use its commercially reasonable efforts to retain, or to cause its Affiliates (including, following the Closing, the Company Group) to retain all books, records and other documents pertaining to the Company’s Group’s business in existence on the Closing Date and to make the same available after the Closing Date for examination and copying by Seller or its Representatives, at Seller’s expense, upon reasonable notice, during normal business hours, in each case, as may be reasonably necessary for a legitimate business purpose and to the extent that such books and records are not privileged or proprietary or subject to confidentiality restrictions (in which case Buyer shall use commercially reasonable efforts to obtain a consent or waiver). Buyer agrees that no such books, records or documents will be destroyed by Buyer or its Affiliates (including, following the Closing, the Company Group) until six (6) years following the Closing, and that thereafter no such books, records or documents will be destroyed without first advising Seller in writing and providing to Seller a reasonable opportunity to obtain possession or make copies thereof at Seller’s expense. Section 7.3 Expenses. Except as otherwise contemplated in this Agreement, all costs and expenses (a) incurred by Seller and the Company Group in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by Seller and (b) incurred by Buyer in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by Buyer; provided, however, that if any action at Law or equity is necessary to enforce or interpret the terms of the Transaction Documents, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses in addition to any other relief to which such Party may be entitled. Section 7.4 Insurance Proceed Reimbursements. Set forth on Schedule 7.4 of the Seller Disclosure Schedule is a true, correct and complete list of all funds incurred by Seller or the Company Group as of the Execution Date in connection with the matters and losses which are the subject of the insurance claims set forth on Schedule 7.4 of the Seller Disclosure Schedule. No later than two (2) Business Days prior to the Closing Date, Seller shall provide an updated Schedule 7.4 to Buyer with respect to the period between the Execution Date and the Closing Date. Buyer and Seller shall reasonably cooperate with one another in connection with the pursuit and management of the claims set forth on Schedule 7.4 of the Seller Disclosure Schedule and

41 shall not take any material actions with respect thereto without the prior written approval of the other Party (which shall not be unreasonably withheld, conditioned or delayed). From and after the Closing Date, if Buyer or any of its Affiliates actually receives any proceeds relating to the insurance claims set forth on Schedule 7.4 of the Seller Disclosure Schedule and relating to repairs actually made and paid for or incurred by Seller or its Affiliates (including the Company Group) prior to the Closing, then Buyer shall remit the amount so received with respect to such repairs as promptly as possible to Seller or its designee; provided, that the amount remitted to Seller with respect to each claim set forth on Schedule 7.4 shall not exceed the aggregate amount of expenditures made or incurred by Seller or its Affiliates (including the Company Group) prior to the Closing Date with respect to the subject matter of such claim. Section 7.5 Support Obligations. Prior to Closing, Buyer shall use its commercially reasonable efforts to effect the full and unconditional release, effective as of the Closing, of the Seller and its Affiliates (other than the Company Group), as applicable, from all outstanding credit support obligations and agreements for indemnification provided by Seller or any its Affiliates (other than any Company Group Member) with respect to the Business set forth on Schedule 7.5 of the Seller Disclosure Schedule (collectively, the “Support Obligations”). From and after the Closing until the Support Obligations have been so released, Buyer shall (a) indemnify the Seller and its Affiliates (other than the Company Group) from and against any losses actually incurred by any of them arising out of or with respect to any of the then-outstanding Support Obligations, and (b) cause each Company Group Member not to materially amend, modify or renew any Contract then subject to, or guaranteed or otherwise supported by, a Support Obligations without the consent of the Seller (which shall not be unreasonably conditioned, withheld or delayed). Section 7.6 Further Assurances. Subject to the terms and conditions of this Agreement, at any time or from time to time before or after the Closing, at any Party’s reasonable request and without further consideration, each Party shall use all commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and effectuate the transactions contemplated by this Agreement and the other Transaction Documents. Section 7.7 Public Statements. Except as required by applicable Law, including securities regulations, or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates or any listing agreement with any securities exchange, neither Seller nor Buyer shall, and each shall cause its respective Affiliates not to, make any press release or other public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party (which such consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall not restrict disclosures (i) to the extent necessary for a Party to perform its obligations in connection with this Agreement (including disclosures to Governmental Authorities or other Third Parties whose consent is required in connection with the consummation of the transactions contemplated herein); provided, further, that, in the case of this clause (i), each Party shall use commercially reasonable efforts to reasonably consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcement, (ii) to the extent required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over

42 the Parties or their respective Affiliates, or (iii) of the terms of this Agreement by Buyer or Seller to its respective Representatives. Section 7.8 Transfer Taxes. All state and local transfer, sales, use, stamp, registration or other similar Taxes, if any, resulting from the transactions contemplated by this Agreement (“Transfer Taxes”) will be split equally between Seller and Buyer. Seller and Buyer shall cooperate in good faith in the filing of any Tax Returns with respect to Transfer Taxes and to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes. Section 7.9 Tax Matters. (a) Tax Cooperation. Buyer and Seller shall cooperate fully as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any inquiry, claim, assessment, audit, litigation or other proceeding (each, a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the assets, operations or activities of the Company Group. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Returns or Tax Proceedings and making Representatives and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Tax-Sharing Agreements. All Tax sharing, allocation, indemnity and similar agreements with respect to or involving any Company Group Member, on the one hand, and Seller or any of its Affiliates (other than the Company Group Members), on the other hand, shall be terminated prior to or as of the Closing Date, and, after the Closing Date, no Company Group Member shall be bound thereby or have any liability or obligation thereunder. (c) Sales and Use Tax Refunds. With respect to the Colorado sales and use Tax refund described in Schedule 7.9 of the Seller Disclosure Schedule, Buyer agrees to (i) cooperate with Seller and the Company Group in continuing to pursue the refund (including through the continued engagement of K.E. Andrews to procure the refund), (ii) keep Seller reasonably informed of the status of the refund claim and allow Seller to participate, at its expense, in the procurement thereof, (iii) work diligently in all instances expending best efforts to maximize the refund, and (iv) pay by wire transfer to Seller the amount the refund, if any, within ten (10) days after such refund is received, net of any costs or expenses incurred by Buyer in procuring such refund (including fees of K.E. Andrews). Section 7.10 R&W Policy. The Parties acknowledge and agree that, as of or prior to the Execution Date, Buyer has procured an R&W Conditional Binder in connection with the R&W Policy and that, following the Execution Date, Buyer shall use commercially reasonable efforts to ensure that the conditions in the R&W Conditional Binder are met so that the R&W Policy will remain effective from and after the Closing. From and after the Execution Date, Buyer will ensure that the terms of the R&W Policy provide (a) that the R&W Insurer waives or otherwise shall not pursue any claim against Seller, its Affiliates, and their respective Representatives by way of subrogation, claim for contribution or otherwise, except in the case of Fraud by such Person (with the R&W Insurer agreeing that the Fraud of any one Person shall not be imputed to any other Person(s)), (b) that Seller, its Affiliates, and their respective Representatives are express third- party beneficiaries of such waiver of subrogation provision and (c) the R&W Policy shall not be

43 amended, modified, or otherwise changed in a manner materially adverse to Seller, its Affiliates, and their respective Representatives without the prior written consent of Seller. From and after the date hereof, Buyer shall not (and shall cause its Affiliates to not) grant any right of subrogation, contribution or other right or otherwise amend, modify, terminate, or waive any term or condition of the R&W Policy in a manner inconsistent with the immediately preceding sentence. Buyer shall timely pay, or cause to be paid, all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, taxes, brokerage commission, and other fees and expenses of such policy. From and after the Closing, Buyer may notify Seller in writing in connection with any claim made by Buyer or its Affiliates under the R&W Policy and to the extent reasonably requested in writing, Seller shall, and shall use good faith efforts to cause its Affiliates to, at Buyer’s sole cost and expense, reasonably cooperate with Buyer and its Affiliates in connection with any claim made by such Person under the R&W Policy. Section 7.11 Use of Name and Sterling Marks. Notwithstanding anything to the contrary in this Agreement, Buyer shall not acquire or otherwise be entitled to, and no Company Group Member shall retain, any right, title, interest, license or any other right whatsoever to use any of the Sterling Marks. Buyer shall, as promptly as practicable, but in any event within 120 days after the Closing Date (the “Removal Deadline”), eliminate and remove (or cause to be eliminated and removed) any and all of the Sterling Marks from the Assets and within 30 days of the Closing, Buyer shall amend the Company Group’s Organizational Documents and make the necessary filings with the Secretary of State of the State of Delaware to change the legal or business name of each Company Group Members to a name that does not include “Sterling” or other similar identifier or any abbreviation, derivation or extension thereof. From and after the Removal Deadline, Buyer shall not, and shall cause its Affiliates not to, use any of the Sterling Marks in connection with the Business, the Assets or otherwise, whether as part of a trade name or corporate name, in connection with any product or service, or otherwise (other than referring to Seller’s historical ownership of the Company Group in a factual manner), and from and after the Closing Date, Buyer shall not, and shall cause its Affiliates not to, send or cause to be sent to any Person any correspondence or other materials containing any of the Sterling Marks. Section 7.12 Employee Matters. (a) No later than ten (10) Business Days after the Execution Date, Buyer shall provide Seller with a list of all Business Employees whose employment with Buyer or its Affiliate (including after the Closing, the Company Group) Buyer anticipates will terminate following the Closing (such Business Employees set forth on such list, the “Non-Continuing Employees”). If Buyer or one of its Affiliates (including after the Closing, the Company Group) terminates the employment of any Non-Continuing Employee within forty-five (45) days after Closing (each, a “Reimbursable Non-Continuing Employee”), Seller shall reimburse Buyer or its applicable Affiliate for the cost of any severance payments in accordance with this Section 7.12, including any change of control payments, which may be due and payable to any such Non-Continuing Employees in connection with such terminations pursuant to the terms of any Contract between any such Non-Continuing Employee and any Company Group Member in effect as of the Closing and disclosed on Schedule 4.10(a)(xvi) of the Seller Disclosure Schedule (the “Employment Agreements”), in each case, excluding any such amounts that are included as Transaction Expenses (collectively, the “Termination Payments”); provided that (i) such Termination Payments are paid by Buyer or any of its Affiliates to any such Non-Continuing Employee no later

44 than the timeline required by the applicable Employment Agreement, provided that Buyer or its applicable Affiliate may, in Buyer’s sole discretion and to the extent compliant with the Code, pay the applicable Termination Payment in a single lump sum, in which case, Buyer or its applicable Affiliate shall pay such Termination Payments within one-hundred (100) days following the Closing; (ii) for any Termination Payment, or any portion thereof, due and payable to a Non- Continuing Employee pursuant to Section 5.1(b) of an Employment Agreement, the aggregate amount of any such Termination Payment, or portion thereof, does not exceed the aggregate amount to which such Non-Continuing Employee was entitled immediately prior to the Closing in accordance with the “Amount of Severance Benefit Under Section 5.1(b)” outlined in Exhibit A to the applicable Employment Agreement; and (iii) receipt of any such Termination Payment is subject to such Non-Continuing Employee’s timely execution and return (and compliance with) a separation and release agreement in a form reasonably acceptable to Seller (including a form substantially in the form of the release set forth on Appendix A to any applicable Employment Agreement) (a “Release Agreement”), which Release Agreement shall include a release of all claims against Seller and its Affiliates. Buyer shall provide to Seller copies of all executed Release Agreements within one hundred and twenty (120) days following the Closing Date. Following the full execution of a Release Agreement with respect to a Reimbursable Non-Continuing Employee, Buyer shall promptly provide Seller with a fully executed copy of such Release Agreement and Seller shall: (x) if any amounts remain in the Severance Escrow Account, promptly following the later of (1) receipt of such Release Agreement and (2) payment by Buyer or its Affiliate of the last installment of the Termination Payment for such Reimbursable Non-Continuing Employee, deliver, together with Buyer, a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release to the Buyer an amount equal to the Termination Payment for such Reimbursable Non-Continuing Employee or (y) if the amount remaining in the Severance Escrow Account is insufficient to cover such Termination Payment in full, within thirty (30) Business Days following the later of (1) receipt of such Release Agreement and (2) payment by Buyer or its Affiliate of the last installment of such Termination Payment, pay to Buyer by wire transfers of immediately available funds an amount equal to such Termination Payment, less any amount released from the Severance Escrow Account in respect of such Termination Payment (if any). Notwithstanding anything herein to the contrary, if the Severance Escrow Account has not yet been fully released, on March 31, 2023, Buyer and Seller shall together deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to promptly release to the Seller the amount then remaining in the Severance Escrow Account. (b) During the twelve (12)-month period following the Closing Date, Buyer shall (or shall cause one of its Affiliates, including, following the Closing, any member of the Company Group to) provide each Business Employee that is employed by a Company Group Member as of the Closing Date (each, a “Continuing Employee”) with (i) a base salary or base wages, as applicable, no less than the base salary or base wages, as applicable, in effect for such Continuing Employee immediately prior to the Closing, (ii) cash bonus opportunities that are no less than the cash bonus opportunities disclosed in effect for such Continuing Employee immediately prior to the Closing and (iii) employee benefits (including vacation and other paid time off) that are substantially the same as those currently provided by Buyer or its Affiliates to similarly situated employees or as provided immediately prior to the Closing pursuant to the PEO Agreement or as otherwise provided under any written employment agreement to which such Business Employee is a party which is disclosed on Schedule 4.10(a) of the Seller Disclosure Schedule; provided, however, in the event that a Continuing Employee’s employment is terminated without cause

45 during the twelve (12)-month period following the Closing Date, the severance pay for which such Continuing Employee is eligible shall be: (x) the severance pay set forth in the applicable Employment Agreement as in effect immediately prior to the Closing, or (y) if such Continuing Employee is not party to an Employment Agreement or such Continuing Employee’s Employment Agreement does not provide for severance pay, the amount of base salary or base hourly wages, as applicable, that such Continuing Employee would have received from Buyer or its Affiliates (assuming that the covenants set forth in this Section 7.12(b) had all been satisfied) between the termination date and the first anniversary of the Closing Date had such Continuing Employee remained continuously employed by Buyer or its Affiliates for such period, as applicable; provided, however, the requirement for Buyer to provide the foregoing severance pay and benefits shall be subject to the Continuing Employee timely executing (and not revoking) a Release Agreement. (c) Following the Closing, Buyer shall pay, or cause its applicable Affiliate (including the applicable Company Group Member) to pay, all bonuses owed for 2022 to all Continuing Employees, with all bonuses to be paid on the date that they otherwise would have been paid (and no later than March 15, 2023) to such Continuing Employees in the ordinary course of business as anticipated prior to the Closing Date; provided, however, in the event that any Continuing Employee’s employment with Buyer or any of its Affiliates is terminated without cause prior to the date that such Continuing Employee’s 2022 bonus is paid, then Buyer shall pay (or cause its applicable Affiliate to pay) to such Continuing Employee a pro rata bonus for 2022, which bonus shall be no less than such Continuing Employee’s target bonus for 2022 multiplied by a fraction, the numerator of which is the number of days in 2022 in which such Continuing Employee was employed by any member of the Company Group or Buyer or any of its Affiliates, and the denominator of which is 365. Notwithstanding the foregoing, if, from and after the Closing Date, any Continuing Employee fails to perform to a minimally acceptable standard the material duties required of such Continuing Employee’s position (other than due to disability or approved leave of absence), then Buyer and its applicable Affiliates shall be permitted in their sole discretion to reduce the bonus amounts payable to such Continuing Employee by a maximum amount equal to that portion of the bonus accrued in respect of the portion of the performance period following the Closing Date. (d) With respect to participation by each Continuing Employee in any employee benefit plan, agreement, arrangement or program of Buyer or its Affiliates, Buyer shall (or shall cause one of its Affiliates, including, following the Closing, any Company Group Member to) use commercially reasonable efforts to: (i) recognize, for all purposes (including eligibility, vesting and benefit levels and accruals, but other than benefit accrual under a defined benefit pension plan) under all plans, programs and arrangements established or maintained by Buyer or an Affiliate of Buyer for the benefit of such Continuing Employee, service with the Company Group prior to the Closing Date to the extent such service was recognized under the corresponding Plan, program or arrangement covering such Continuing Employee immediately prior to the Closing Date; (ii) credit each such Continuing Employee with the amount of accrued but unused vacation time, sick time and other time-off benefits as such Continuing Employee had with the Company Group as of the Closing Date; (iii) waive any pre-existing condition exclusions, actively-at-work requirements and waiting periods under all employee health and other welfare benefit plans established or maintained by Buyer or an Affiliate of Buyer for the benefit of such Continuing Employee, except to the extent such pre-existing condition exclusion, requirement or waiting period would have

46 applied to such individual under the corresponding Plans of the Company Group in which such Continuing Employee was eligible to participate immediately prior to the Closing Date; and take commercially reasonable steps to provide full credit for any co-payments, deductibles or similar payments such Continuing Employee made or incurred under a Plan of the Company Group prior to the Closing Date for the plan year in which the Closing Date occurs; provided, however, that the Company Group is required to deliver information sufficient for Buyer to provide such credit no later than five (5) Business Days prior to the Closing Date. (e) Buyer shall be responsible for performing and discharging all requirements under the WARN Act and any other applicable state and local Laws relating to employment losses or mass layoffs to the extent that such requirements arise from any action taken by Buyer or any of its Affiliates with respect to any Continuing Employee following the Closing. (f) Nothing contained herein, whether express or implied, shall be treated as an amendment or other modification of any employee benefit plan or arrangement of Buyer, or shall limit the right of Buyer or any of its Affiliates, to amend, terminate or otherwise modify any such employee benefit plan or arrangement following the Closing in accordance with its terms. In the event that (i) a party other than Buyer or any of its Affiliates makes a claim or takes other action to enforce any provision in this Agreement as an amendment to any employee benefit plan or arrangement of Buyer, and (ii) such provision is deemed in any judicial proceeding to be an amendment to such employee benefit plan or arrangement even though not explicitly designated as such in this Agreement, then such provision, to the extent covered by such deemed amendment, shall lapse retroactively and shall have no amendatory effect. (g) Following the Closing, for a period of one-hundred and twenty (120) days, unless otherwise agreed in writing by Seller, Buyer shall maintain, and shall cause its Affiliates to maintain, in full force and effect the PEO Agreement. Additionally, Buyer shall, and shall cause its Affiliates to, take such actions with respect to the PEO and PEO Agreement as may be reasonably requested by Seller; provided, that Seller shall be responsible for and shall indemnify Buyer for all liabilities and losses, including any fees, charges, penalties, including termination fees or penalties, arising from actions with respect to the PEO and PEO Agreement taken by Buyer or its Affiliates at the request or direction of Seller following the Closing. (h) The provisions of this Section 7.12 are solely for the benefit of the Parties and nothing herein express or implied shall confer upon any employee, Continuing Employee or any legal representative or beneficiary thereof any rights or remedies, including any right to employment, or continued employment for any specified period, of any nature or kind whatsoever. Section 7.13 Confidentiality. (a) Except as otherwise expressly contemplated in this Agreement or required by applicable Law, including securities regulations, or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates or any listing agreement with any securities exchange, the Parties will maintain the confidentiality of this Agreement and its terms except that any Party may disclose this Agreement or any of its terms to any of the following if advised of the confidentiality obligations of such information: (a) any direct and indirect holders

47 of Equity Interests in such Party or any Affiliate of such Party and (b) any lender or potential lender to such Party. (b) The Confidentiality Agreements shall continue in full force and effect until the Closing Date, at which such date the Confidentiality Agreements shall terminate without any further action required by the parties thereto; provided, that if this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreements shall continue in full force and effect in accordance with their terms. Buyer acknowledges and agrees that any written, oral or other information provided to Buyer or its Affiliates or its or their respective Representatives pursuant to Section 6.2 or otherwise by Seller or any of their Affiliates or any of their respective Representatives shall be subject to the terms and conditions of the Confidentiality Agreements. (c) For a period of two (2) years from the Closing Date, Seller shall, and shall cause its Affiliates to, maintain all Confidential Information in strict confidence and secrecy, and shall not, directly or indirectly, disclose any Confidential Information to any Person other than Buyer and, in the ordinary course of business, Affiliates and Representatives of Seller (provided such Affiliates and Representatives of Seller need to know such information for a legitimate business purpose and are informed of and directed to comply with the confidentiality obligations described herein), except to the extent that such information (through no fault of Seller or its respective Affiliates) (i) is generally available to the public, (ii) is acquired on a non-confidential basis by Seller or its Affiliates or their respective Representatives from and after the Closing from sources that are not known to Seller to be prohibited from disclosing such information by a legal or contractual obligation, or (iii) is required to be disclosed under applicable Law or is requested by a Governmental Authority (by oral questions, interrogatories, requests for information or documents in legal Proceedings, subpoena, civil investigative demand or other similar process); provided, that if Seller or any of its Affiliates or their respective Representatives is so compelled to disclose any such Confidential Information, then Seller shall, to the extent permitted by applicable Law, promptly notify Buyer in writing and shall disclose only that portion of such information which Seller, on the advice of its counsel, is legally required to disclose; provided, further, that Seller shall use its commercially reasonable efforts to cooperate with Buyer to obtain an appropriate protective order upon Buyer’s request and at Buyer’s sole expense or other reasonable assurance that confidential treatment will be accorded such information, (iv) is disclosed in connection with a routine audit, supervisory examinations, regulatory sweeps or other regulatory inquiries not specifically targeted at Buyer, the Company Group, the Acquired Interests or the Assets, or (v) is disclosed or used as necessary to enforce this Agreement or any Transaction Document or perform any obligation hereunder or thereunder. This Section 7.13(c) shall not prohibit disclosure of any Confidential Information to any Representatives of Seller or its Affiliates who agree to keep such Confidential Information confidential and are informed of the terms of this Section 7.13(c); provided, that such Seller shall be responsible for any breach of this Section 7.13(c) by such Representatives to which it disclosed such Confidential Information. Notwithstanding the foregoing, (i) Seller and its Affiliates may provide a description of the subject matter of this Agreement and the Company Group, and the financial results of the Company Group, to current and prospective investors of affiliated investment funds of MS Capital Partners Adviser Inc. and to existing or potential debt and equity financing sources in connection with fund raising, marketing, informational or reporting activities; provided, that such parties are informed or directed to comply with the confidentiality obligations described herein.

48 Section 7.14 Interim Information. (a) Seller shall notify Buyer as promptly as practicable of any material written notice or other material written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the other Transaction Documents. (b) Seller shall notify Buyer as promptly as practicable of any material written notice or other material written communication prior to the Closing from any Governmental Authority with respect to the transactions contemplated by this Agreement (to the extent notification thereof to Buyer is permitted by such Governmental Authority). (c) Buyer shall notify Seller as promptly as practicable of any material written notice or other material written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the other Transaction Documents. (d) Buyer shall notify Seller as promptly as practicable of any material written notice or other material written communication from any Governmental Authority with respect to the transactions contemplated by this Agreement (to the extent notification thereof to Seller is permitted by such Governmental Authority). (e) Notwithstanding anything to the contrary herein, a party’s good faith failure to comply with this Section 7.14 shall not be deemed to be a breach hereunder. Section 7.15 Casualty and Condemnation. (a) If, prior to the Closing, all or any portion of the assets or properties of the Company Group, are damaged or destroyed by an Event of Loss or are taken in condemnation or under the right of eminent domain (a “Taking”) and, in each such case, the aggregate costs to restore, repair or replace such property or assets to a condition reasonably comparable in all material respects to their condition as of immediately prior to such Event of Loss (“Restoration Costs”) or in the event of a Taking, the value of the property subject to such Taking (the “Condemnation Value”), would be equal to or exceed $22,500,000, Buyer and Seller shall each have the option to terminate this Agreement in accordance with Section 10.1(f); provided, that Buyer may determine in its sole discretion that the Restoration Costs or Condemnation Value, as applicable, are less than $22,500,000 in which case the Parties shall not have the option to terminate this Agreement pursuant to this Section 7.15. (b) Subject to subsection (a) above, if, prior to the Closing, all or any portion of the assets or properties of the Company Group, are damaged or destroyed by an Event of Loss, or are subject to a Taking and, in each such case, the Restoration Costs or, in the event of a Taking, the Condemnation Value, would be equal to or exceed $1,500,000 but less than $22,500,000, Seller may elect either (i) to adjust the Unadjusted Purchase Price to take into consideration such Restoration Costs or Condemnation Value of such assets and properties of the Company Group, or (ii) to repair the assets or properties that have been damaged or destroyed to a condition reasonably comparable in all material respects to their condition prior to any such damage, the cost of which will be fully paid by Seller. If Seller elects to adjust the Unadjusted Purchase Price in

49 accordance with clause (i) or repair the affected assets or properties in accordance with clause (ii), Seller shall be entitled to retain (and to the extent received by the Company Group, following the Closing, Buyer shall pay to the Seller) all insurance proceeds with respect to such Event of Loss up to the sum of (A) the cost of any repair and (B) any Unadjusted Purchase Price reduction, except to the extent the Parties expressly agree otherwise in writing. In the event Seller elects to repair such assets or properties in accordance with this Agreement at Seller’s cost and expense, Seller shall be entitled to the proceeds of any insurance received in connection with the actual repair by Seller of such damage or destruction (and, if paid to Buyer or the Company Group, such proceeds shall be promptly remitted to Seller) and, unless otherwise agreed to in writing by the Parties, the repairs shall be completed prior to the Closing Date; provided that if such repairs are not completed prior to the Closing Date, the Parties shall nevertheless proceed with the Closing and the Unadjusted Purchase Price shall be adjusted accordingly for any incomplete repairs. If the Restoration Costs or, in the event of a Taking, the Condemnation Value is less than $1,500,000, then, subject to the other applicable terms and conditions in this Agreement, the Closing shall not be affected by such Event of Loss or Taking and there shall be no adjustment to the Unadjusted Purchase Price in respect of such Event of Loss or Taking; provided that Buyer shall be entitled to (and to the extent received by the Company Group, following the Closing, Buyer shall be entitled to retain) all insurance proceeds related thereto. Notwithstanding anything herein to the contrary, if a Party is entitled to insurance proceeds pursuant to this Section 7.15(b), then such Party shall control the insurance claim process with respect to the Event of Loss, and the other Party shall (and shall cause its Affiliates, including the Company Group, to) (x) cooperate in connection with such insurance claim process and (y) take any and all actions reasonably requested by such entitled Party in connection with such insurance claim process. (c) Subject to the Buyer’s termination rights set forth in Section 7.15(a), in the event (i) of a Taking, (ii) Seller elects not to repair or replace such assets or properties as provided in clause (b) above, (iii) Seller, having elected to repair or replace such assets or properties as provided in clause (b) above, fails to cause such repair or replacement to be completed within the period of time agreed upon by the Parties pursuant to such clause (b) or (iv) a such damage or destruction is not otherwise capable of being repaired or replaced, then the Parties shall, within 30 days following any such event, adjust the Unadjusted Purchase Price by the aggregate Restoration Cost or Condemnation Value related thereto, less any condemnation award received by the Company Group, less the costs of any amounts expended by or on behalf of Seller or its Affiliates prior to the Closing to repair or replace such assets. Section 7.16 Exclusivity. (a) From the Execution Date until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 10.1, Seller agrees not to, and to direct or cause its Affiliates (including the Company Group) and their respective Representatives not to, directly or indirectly, take any of the following actions: (i) initiate, solicit, encourage, consider or accept in any way any inquiry, offer or proposal from, or submit any proposal to, any Person or group of Persons other than Buyer, its Affiliates and any of its and their respective Representatives relating to (A) the sale, purchase, acquisition, disposition, lease or exchange (whether by transfer, merger, consolidation or other means) of (1) all or a portion of the Equity Interests in the Company

50 Group, including the Acquired Interests, or (2) any other interests in or all or a material portion of the assets or properties of any of the Company Group, including the Assets, to any Person or group of Persons other than Buyer or any of its Affiliates; (B) the issuance of any Equity Interests in any of the Company Group members; (C) any financing transaction of any kind, other than routine lending arrangements in the ordinary course of business or as otherwise expressly required under the terms of this Agreement in connection with the consummation of the transactions contemplated herein; (D) any merger, consolidation, restructuring, recapitalization, equity exchange, liquidation, dissolution or similar transaction involving any of the members of the Company Group; or (E) any other transaction that would require the Parties to abandon the transactions contemplated by this Agreement (each, an “Acquisition Proposal”); (ii) participate in any negotiations or discussions with, or furnish any assistance or non-public information to, any Person or group of Persons other than Buyer and its Representatives regarding any Acquisition Proposal; or (iii) enter into any agreement or understanding, whether oral or in writing, to effect an Acquisition Proposal. (b) In addition to the other obligations under this Section 7.16, Seller shall, as promptly as practicable, advise Buyer orally (in any event, within one (1) Business Day) and in writing (in any event, within three (3) Business Days) after receipt by Seller, its Affiliates or any Company Group Member of any Acquisition Proposal, the material terms and conditions of such written Acquisition Proposal and the identity of the Person making the same. Seller agrees that the rights and remedies for noncompliance with this Section 7.16 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and its Affiliates and that money damages would not provide an adequate remedy to Buyer and its Affiliates. Section 7.17 Records. To the extent not already in the possession of the Company Group as of the Closing, Seller shall, and shall use commercially reasonable efforts to cause any of its Affiliates or Representatives to, make available to Buyer promptly following Closing, originals, or to the extent not available, copies of all of the Records of the Company Group in the Seller’s or such Affiliates’ or Representatives’ possession; provided, that neither Seller nor any of its Affiliates or Representatives shall have any obligation to provide (a) information that, if disclosed, would (i) violate an attorney-client privilege available to Seller, its Affiliates or any of their Representatives, or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications in connection with the transactions contemplated by this Agreement, or (ii) result in a violation of Law or (b) information relating to the process conducted for the sale of the Company Group, including bids received from other Third Parties in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids. Section 7.18 Data Rooms. From and after the Execution Date until the earlier of the Closing Date and termination of this Agreement in accordance with Section 10.1, Seller shall continue to provide continuous access to Buyer and its Representatives to the Data Rooms. Seller shall deliver or cause to be delivered, within five (5) Business Days following the Closing Date,

51 to Buyer, two electronic discs or flash drives containing copies of the documents uploaded as of the Closing Date to the Data Rooms. Section 7.19 Buyer Obligations in Respect of the Financing. (a) During the period commencing on the date of this Agreement and terminating on the earlier to occur of the Closing and the termination of this Agreement, Buyer shall use commercially reasonable efforts to take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and conditions, taken as a whole, set forth in the Debt Commitment Documents, including commercially reasonable efforts to (i) maintain in effect and comply with the Debt Commitment Documents in accordance with the terms and subject to the conditions thereof, (ii) enter into the Purchase Agreement on or before the Expiration Date, (iii) satisfy on a timely basis all conditions precedent to the Debt Financing in the Debt Commitment Documents and any other definitive agreements related thereto that are applicable to the Buyer and its Subsidiaries or, if necessary or deemed advisable by the Buyer, seeking the waiver of conditions applicable to the Buyer and its Subsidiaries in such Debt Commitment Documents or such other definitive agreements related thereto, (iv) consummate the Debt Financing and cause the Debt Financing Sources to fund the Debt Financing on or prior to the dates set forth in the Debt Commitment Documents (including by taking enforcement action with respect to its rights under the Debt Commitment Documents and any other definitive agreements relating to the Debt Financing) and (v) otherwise comply with the Buyer’s covenants and other obligations under the Debt Commitment Documents and any other definitive agreements relating to the Debt Financing. (b) The Buyer shall give the Seller prompt written notice of (i) any breach, default, termination, cancellation or repudiation by any party to the Debt Commitment Documents or other definitive documents related to the Debt Financing of which the Buyer or any of its Affiliates becomes aware, (ii) the receipt by the Buyer or its Affiliates of any communication from any Debt Financing Source with respect to any actual, alleged or threatened breach, default, termination, cancellation or repudiation by any party to the Debt Commitment Documents or any other definitive document related to the Debt Financing of any provisions of the Debt Commitment Documents or any other definitive document related to the Debt Financing, (iii) the occurrence of an event or development that could reasonably be expected to adversely impact the ability of the Buyer to obtain all or any portion of the Debt Financing necessary to fund the transactions contemplated by this Agreement on the terms and in the manner contemplated by the Debt Commitment Documents, (iv) the occurrence of any Closing Date (as defined in the Debt Commitment Letters as in effect on the Execution Date) and any funding of the Debt Financing by the Debt Financing Sources and (v) the execution of the Purchase Agreement and/or Temporary Notes Indenture, together with true, complete and correct copies of such executed documents. Notwithstanding the foregoing or anything else in this Agreement, in no event shall “commercially reasonable efforts” be deemed or construed to require the Buyer to, and the Buyer shall not be required to, (I) pay any fees in excess of those contemplated by the Debt Financing Letters and the related fee letters in effect on the date hereof or (II) agree to conditionality or economic terms in respect of the Debt Financing that are less favorable in the aggregate than those contemplated by the Debt Commitment Documents on the date hereof.

52 (c) During the period commencing on the date of this Agreement and terminating on the earlier to occur of the Closing and the termination of this Agreement, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), none of the Buyer or any Affiliate of the Buyer shall (i) cause or permit the termination of, or take any other action with respect to, or replace, any Debt Commitment Document or (ii) permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under any Debt Commitment Document that: (1) decreases the aggregate amount of the Debt Financing to an amount that, together with cash on hand, would be less than the amount that would be required for the Buyer to (i) fund and pay the Unadjusted Purchase Price and the Deposit and (ii) fully perform its obligations under this Agreement and the other Transaction Documents and satisfy all costs and expenses arising in connection herewith and therewith, (2) imposes additional conditions precedent or expands any existing conditions precedent to the receipt of the Debt Financing in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement when required pursuant to the terms hereof, (3) adversely affects the ability of Buyer to enforce its rights against any of the other parties to the Debt Commitment Documents as so amended, supplemented, modified, waived or replaced, in any material respect relative to the ability of Buyer to enforce its rights against any of such other parties to the Debt Commitment Documents on the Execution Date or (4) would delay the Closing Date, impact the Buyer’s ability to satisfy the conditions precedent to the Debt Financing in the Debt Commitment Letters on or prior to the Expiration Date or delay or otherwise impact the funding of the Debt Financing on or prior to the Closing Date; provided, however, for the avoidance of doubt, without the prior written consent of Seller, the Buyer may amend, replace, supplement and/or modify the Debt Commitment Documents to (i) correct typographical errors, (ii) add lenders, lead arrangers, bookrunners, agents or similar entities as parties thereto who had not executed the Debt Commitment Letters as of the date hereof or reallocate commitments or assign or reassign titles or roles to, or between or among the foregoing, (iii) replace one or more Debt Commitment Letters, so long as the replacement debt commitments otherwise satisfy the terms and conditions of an Alternate Financing set forth in Section 7.19(d) or (iv) fill in bracketed information with respect to dates, party names and addresses in the Purchase Agreement and the Temporary Notes Indenture, as applicable. From and after any consent under, amendment, supplement or modification to, or any waiver of any provision under, the Debt Commitment Documents, in each case, in compliance with this Section 7.19(c), the term “Debt Commitment Documents” shall mean the Debt Commitment Documents as so amended, replaced, supplemented or modified (including by any consent or waiver of any provision thereunder), the term “Debt Financing” shall mean the financing contemplated thereunder and the term “Debt Financing Sources” shall mean the Persons party thereto that have agreed to provide the Debt Financing. (d) If the commitments with respect to all or any portion of the Debt Financing expire or are terminated, or for any reason, all or any portion of the Debt Financing becomes unavailable, the Buyer shall promptly notify the Seller in writing and the Buyer shall use its commercially reasonable efforts to promptly arrange and obtain alternative financing, provided that the terms and conditions of such financing (relative to the terms and conditions set forth in the respective Debt Commitment Documents on the date hereof) shall not (A) delay or impact the funding of the Debt Financing on or before the Closing Date, (B) materially and adversely affect the ability of the Buyer or its Affiliates to enforce its rights against any of the sources of alternative financing or (C) add new (or modify any existing) conditions to the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, impede or materially

53 delay the consummation of the transactions contemplated by this Agreement, from the same or alternative sources and in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (the “Alternate Financing”), and to obtain a new financing commitment letter(s) and related definitive documentation, as applicable, with respect to such Alternate Financing (together with any related fee letters, collectively, the “New Commitment Documents”) which shall replace or supplement the existing Debt Commitment Documents, as applicable, and, in each case, a true, complete and correct copy of which shall be provided by the Buyer to the Seller promptly (with respect to any fee letter, subject to redactions in a customary manner to remove fee amounts). In the event any New Commitment Document is obtained with respect to Debt Financing, (I) any reference in this Agreement to the “Debt Financing” shall mean the debt financing contemplated by the Debt Commitment Documents as modified pursuant to clause (II) below, and (II) any reference in this Agreement to the “Debt Commitment Documents” shall be deemed to include such Debt Commitment Documents to the extent not superseded by the applicable New Commitment Documents at the time in question and the New Commitment Documents to the extent then in effect. ARTICLE VIII CONDITIONS TO CLOSING Section 8.1 Conditions to Obligations of Each Party. The respective obligation of each Party to consummate the Closing is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party (in such Party’s sole discretion): (a) Approvals. All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration or termination of waiting periods imposed under the HSR Act shall have been obtained or made. (b) Governmental Restraints. No Order of any Governmental Authority of competent jurisdiction that is final and non-appealable and that has not been vacated, withdrawn or overturned (other than a temporary restraining order) shall be in effect, and no Law shall have been enacted, promulgated, issued, entered, enforced or adopted by any Governmental Authority of competent jurisdiction that enjoins, restrains, prevents, prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Documents. Section 8.2 Conditions to Obligations of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, by Buyer (in Buyer’s sole discretion): (a) Representations and Warranties of Seller. (i) Each of the representations and warranties of Seller contained in Section 3.1 (Organization; Qualification), Section 3.2 (Authority; Enforceability), Section 3.3(a) (Non-Contravention), Section 3.6 (Ownership of Acquired Interests), Section 3.7 (Brokers’ Fee), Section 4.1 (Organization; Qualification), Section 4.2(a) (Non- Contravention), Section 4.4 (Capitalization) and Section 4.18 (Brokers’ Fee) (the “Seller

54 Fundamental Representations”) shall be true and correct in all respects on and as of the Closing Date, with the same force and effect as though such Seller Fundamental Representations had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except for any de minimis breaches; and (ii) Each of the representations and warranties of Seller contained in Article III and Article IV (other than the Seller Fundamental Representations) shall be true and correct in all respects (it being understood that, for purposes of determining satisfaction of this Section 8.2(a)(ii), all materiality and Material Adverse Effect qualifications contained in such representations and warranties (other than the definition of Material Contract contained in such representations and warranties and Section 4.7(b) and 4.8) shall be disregarded) on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except in the case of this clause (ii) for all such breaches, if any, of such representations and warranties that does not in the aggregate result in a Material Adverse Effect. (b) Performance. Seller shall have performed and complied in all material respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date. (c) Closing Deliverables. Seller shall have delivered, caused to be delivered, or be ready, willing and able to deliver, to Buyer or the applicable required Person, all of the closing deliveries set forth in Section 9.2(b) and in the other Transaction Documents. (d) Material Adverse Effect. No Material Adverse Effect shall have occurred since the Balance Sheet Date and be continuing. Notwithstanding anything to the contrary in this Agreement, Buyer may not rely on the failure of any condition set forth in Section 8.1 or 8.2 to be satisfied if such failure was caused primarily by the failure of Buyer to perform any of its obligations under this Agreement. If the Closing occurs, all closing conditions set forth in this Article VIII that have not been fully satisfied as of the Closing shall be deemed to have been waived by Buyer solely for purposes of this Article VIII (and, for the avoidance of doubt, such waiver shall not apply to or limit the rights of the Parties under this Agreement or the Transaction Documents after the Closing). Section 8.3 Conditions to Obligations of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, by Seller (in Seller’s sole discretion): (a) Representations and Warranties of Buyer. (i) Each of the representations and warranties of Buyer contained in Section 5.1 (Organization; Qualification), Section 5.2 (Authority; Enforceability), Section 5.3(a) (Non-Contravention), Section 5.9 (Financial Resources) and Section 5.10

55 (Brokers’ Fee) (the “Buyer Fundamental Representations”) shall be true and correct in all respects on and as of the Closing Date, with the same force and effect as though such Buyer Fundamental Representations had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except for any de minimis breaches; and (ii) Each of the representations and warranties of Buyer contained in Article V (other than the Buyer Fundamental Representations) shall be true and correct in all respects (it being understood that, for purposes of determining satisfaction of this Section 8.3(a), all materiality qualifications contained in such representations and warranties shall be disregarded) on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except in the case of this clause (ii) for all such breaches, if any, of such representations and warranties that does not in the aggregate result in a Buyer Material Adverse Effect. (b) Performance. Buyer shall have performed and complied in all material respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date. (c) Closing Deliverables. Buyer shall have delivered, caused to be delivered, or be ready, willing and able to deliver, to Seller or the applicable required Person, all of the closing deliveries set forth in Section 9.2(a) and in the other Transaction Documents. Notwithstanding anything to the contrary in this Agreement, Seller may not rely on the failure of any condition set forth in Section 8.1 or 8.3 to be satisfied if such failure was caused primarily by the failure of Seller to perform any of its obligations under this Agreement. If the Closing occurs, all closing conditions set forth in this Article VIII that have not been fully satisfied as of the Closing shall be deemed to have been waived by Seller solely for purposes of this Article VIII (and, for the avoidance of doubt, such waiver shall not apply to or limit the rights of the Parties under this Agreement or the Transaction Documents after the Closing). ARTICLE IX CLOSING Section 9.1 Time and Place of Closing. The closing of the sale, assignment, conveyance, transfer and delivery of the Acquired Interests to Buyer and the other transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Vinson & Elkins L.L.P. in New York, New York or remotely via the exchange of documents and signatures by facsimile or electronic transmission and shall occur on the third Business Day after the conditions to Closing set forth set forth in Article VIII have been satisfied or waived in writing by the Party or Parties entitled to waive such conditions (other than those conditions that by their nature can only be satisfied at the Closing, but subject to all conditions in Article VIII having been satisfied or waived in writing by the Party or Parties entitled to waive such conditions at the Closing) or at such other place and/or date as may be mutually agreed in writing by the Parties. The date of the

56 Closing is referred to in this Agreement as the “Closing Date.” All actions to be taken and all documents and instruments to be executed and delivered at Closing shall be deemed to have been taken, executed, and delivered simultaneously and, except as permitted hereunder, no actions shall be deemed taken nor any document and instruments executed or delivered until all actions have been taken and all documents and instruments have been executed and delivered. Section 9.2 Deliveries and Actions at Closing. (a) Buyer Deliveries and Actions. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 9.2(b), Buyer will execute and deliver, or cause to be executed and delivered, to Seller (or the appropriate Person in the case of clause (v)), each of the following documents, where the execution or delivery of documents is contemplated, and will take or cause to be taken the following actions, where the taking of actions is contemplated: (i) Closing Cash Payment. Payment of the Closing Cash Payment by wire transfer of immediately available funds to an account designated by Seller (which account shall be so designated by Seller in writing to Buyer prior to the Closing Date); (ii) Joint Release Instructions to Escrow Agent. A counterpart of joint written release instructions to the Escrow Agent duly executed by a Responsible Officer of Buyer authorized to deliver such instructions under the Escrow Agreement, instructing the Escrow Agent to disburse from the Deposit-PPA Escrow Account to Seller an amount equal to the Deposit, less the sum of (A) the Adjustment Escrow Amount and (B) the Severance Escrow Amount; (iii) Assignment of Interests. A counterpart of an assignment (the “Assignment of Interests”), substantially in the form attached hereto as Exhibit B, evidencing the assignment and transfer to Buyer of the Acquired Interests, duly executed by Buyer; (iv) Closing Certificate. A certificate, dated as of the Closing Date, signed by a Responsible Officer of Buyer certifying that the conditions set forth in Section 8.3(a) and 8.3(b) have been satisfied; (v) Mutual Release. A counterpart of a mutual release substantially in the form attached hereto as Exhibit C (the “Mutual Release”), duly executed by Buyer; (vi) Transaction Expenses. On behalf of Seller, payment of the Estimated Transaction Expenses by wire transfer of immediately available funds to the accounts designated by the Persons to whom any portion of the Estimated Transaction Expenses is owed in accordance with the wire instructions provided by Seller to Buyer; and (vii) Debt. On behalf of Seller, payment of the Specified Debt by wire transfer of immediately available funds to the accounts designated by the Persons to whom any portion of the Specified Debt is owed in accordance with the payoff letters provided by Seller pursuant to Section 9.2(b)(v) and wire instructions set forth therein.

57 (b) Seller Deliveries and Actions. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer of its obligations pursuant to Section 9.2(a), Seller will execute and deliver, or cause to be executed and delivered, to Buyer, each of the following documents, where the execution or delivery of documents is contemplated, and will take or cause to be taken the following actions, where the taking of actions is contemplated: (i) Joint Release Instructions to Escrow Agent. A counterpart of joint written release instructions to the Escrow Agent, duly executed by a Responsible Officer of Seller authorized to deliver such instructions under the Escrow Agreement, instructing the Escrow Agent to disburse from the Deposit-PPA Escrow Account to Seller an amount equal to the Deposit, less the sum of (A) the Adjustment Escrow Amount and (B) the Severance Escrow Amount; (ii) FIRPTA Certificate. A duly completed and executed IRS Form W-9 with respect to Seller (or, if Seller is disregarded as an entity separate from another Person for U.S. federal income Tax purposes, such other Person); (iii) Assignment of Interests. A counterpart of the Assignment of Interests, duly executed by Seller; (iv) Resignations. Duly executed resignations of all of the directors, managers and officers of the Company Group, including those listed on Schedule 9.2(b)(iv) of the Seller Disclosure Schedule, effective as of the Closing or evidence of the removal of such directors, managers and officers effective as of the Closing, in substantially the form attached hereto as Exhibit G; (v) Payoff Letters; Lien Releases. Copies of duly executed, customary payoff letters and other instruments evidencing the termination, repayment and release of all Specified Debt, which shall reflect the amount (including all principal, interest, fees, prepayment premiums and penalties, if any) necessary to satisfy in full all Specified Debt, and any Liens granted with respect thereto, the effectiveness of which is conditioned only on the occurrence of the Closing hereunder, including releases of all Liens set forth on Schedule 9.2(b)(v) of the Seller Disclosure Schedule, and authorizations to file UCC-3 termination statements in all applicable jurisdictions to evidence the release of such Liens, in each case in form and substance reasonably satisfactory to Buyer; (vi) Closing Certificate. A certificate, dated as of the Closing Date, signed by a Responsible Officer of Seller certifying that the conditions set forth in Section 8.2(a), 8.2(b) and 8.2(d) have been satisfied; (vii) Mutual Release. A counterpart of the Mutual Release, duly executed by Seller; (viii) Consents. Duly executed copies of all consents and approvals required for the consummation of the transactions contemplated by this Agreement and the Transaction Documents and set forth on Schedule 9.2(b)(viii) of the Seller Disclosure Schedule (the

58 “Required Approvals”) in each case in form and substance reasonably satisfactory to Buyer; (ix) Good Standing Certificates. Good standing certificates or the equivalent for Seller and each Company Group Member from the applicable Secretaries of State of each of their respective jurisdictions of formation, in each case, dated within ten (10) days of the Closing Date; and (x) Officer’s Certificate. A certificate from a duly authorized officer of Seller certifying to and providing (A) copies of the Company Group’s Organizational Documents as in effect at the Closing (including all amendments thereto); and (B) resolutions from the board of managers, members, managing member or similar governing body of Seller duly authorizing and approving the execution and delivery of this Agreement and the other Transactions Documents and the consummation of the transactions contemplated herein and therein. ARTICLE X TERMINATION RIGHTS Section 10.1 Termination Rights. This Agreement and the transactions contemplated herein may be terminated at any time prior to the Closing as follows (by written notice from the terminating Party to the other Party, specifying the provision hereof pursuant to which such termination is made) (the date of any permitted termination of this Agreement under this Section 10.1, the “Termination Date”): (a) by mutual written consent of the Parties; (b) by either Party, if any Governmental Authority of competent jurisdiction has enacted, promulgated, issued, entered, enforced or adopted any Law or issued any Order, in any case, that is final and non-appealable and that has not been vacated, withdrawn or overturned (other than a temporary restraining order), enjoining, restraining, preventing, prohibiting or otherwise making illegal the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to a Party if the enactment, promulgation, issuance, entry, enforcement or adoption of such Law or issuance of such Order was primarily due to the failure of such Party to perform or comply with any of its obligations under this Agreement; (c) by Seller, if Seller is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or obligation of Buyer in this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 8.1 or Section 8.3 on or prior to the Outside Date (other than through Seller’s failure to comply with its obligations under this Agreement), and such breach, if curable, is not cured within thirty (30) days after receipt of written notice thereof from Seller; provided, however, that if, at the end of such 30-day period, Buyer is proceeding in good faith to cure such breach, Buyer shall have an additional thirty (30) days from the end of such 30- day period to effect such cure (or any shorter period of time that remains between the date Seller provides written notice of such violation or breach and the Outside Date);

59 (d) by Buyer, if Buyer is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or obligation of Seller in this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 8.1 or Section 8.2 on or prior to the Outside Date (other than through Buyer’s failure to comply with its obligations under this Agreement), and such breach, if curable, is not cured within thirty (30) days after receipt of written notice thereof from Buyer; provided, however, that if, at the end of such 30-day period, Seller is proceeding in good faith to cure such breach, Seller shall have an additional thirty (30) days from the end of such 30- day period to effect such cure (or any shorter period of time that remains between the date Buyer provides written notice of such violation or breach and the Outside Date); (e) by either Party, if the Closing has not occurred on or prior to the Outside Date, unless such failure of the Closing to occur on or prior to the Outside Date is due to such Party’s failure to perform or comply with any of its obligations under this Agreement will have been the primary cause of, or will have resulted in, the failure of the Closing to occur on or before the Outside Date; provided, however, that if remedies pursuant to Section 11.18 have not been exercised or enforced with respect to such Party’s failure to perform or comply with any of its obligations under this Agreement within sixty (60) days of the Outside Date, then such Party shall be entitled to terminate this Agreement pursuant to this Section 10.1(e) notwithstanding the foregoing. (f) by Buyer pursuant to Section 7.15 (Casualty and Condemnation); (g) by Seller pursuant to Section 7.15 (Casualty and Condemnation); (h) by Seller (if Seller is not then in material breach of any provision of this Agreement), upon written notice to Buyer, if (i) all of the conditions set forth in Section 8.1 or Section 8.3 shall have been previously satisfied (other than any condition the failure of which to be satisfied is attributable to a breach by Buyer of its representations, warranties, covenants or agreements contained herein and other than conditions that, by their nature, are to be satisfied at the Closing and which were, as of such date, capable of being satisfied), (ii) Seller has committed in such written notice that it is ready, willing and able to consummate the Closing and (iii) Buyer has failed to consummate the transactions contemplated by this Agreement within three Business Days after receipt of such notice from Seller; provided, that in the event of this Section 10.1(h), subject to Section 10.2(b)(ii), if (x) the Debt Financing has not been funded and Buyer is not capable of causing the Debt Financing Sources to fund the Debt Financing after Buyer’s compliance with Section 7.19(a) and, if applicable, Section 7.19(d), and in each case such failure to fund or cause such funding is not caused directly or indirectly by the failure of the Outrigger Acquisition (as defined in the Purchase Agreements) to occur for any reason and (y) Buyer has satisfied the condition set forth in Section 8.3(b), then Seller’s sole remedy in such event shall be to terminate this Agreement and receive the Deposit in lieu of any other damages or remedies available at Law or in equity, including any right of specific performance or other equitable relief pursuant to Section 11.18; or (i) by Seller upon (x) the expiration or termination of any of the Debt Commitment Letters prior to the execution and delivery of the Purchase Agreements by all parties thereto and

60 the effectiveness of the Purchase Agreements or (y) the expiration or termination of any Purchase Agreement prior to the funding in full of the Debt Financing by the Debt Financing Sources. Section 10.2 Effect of Termination. (a) If either Party terminates this Agreement pursuant to Section 10.1, the Parties’ respective obligations and liabilities under this Agreement shall terminate and become void ab initio; provided, however, that this Section 10.2, Section 7.3, Section 7.7, Section 7.12(h), and Article XI (other than Section 11.18), and such of the defined terms set forth on Exhibit A to give context to such Sections and Articles, shall remain in full force and effect and shall survive any termination of this Agreement notwithstanding anything to the contrary herein. For the avoidance of doubt, no termination of this Agreement shall terminate, or otherwise limit or restrict the rights and remedies in or available under, the Confidentiality Agreements. (b) Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated by Buyer pursuant to Section 10.1(d) or Section 10.1(e) and at the time Buyer had the right to terminate this Agreement pursuant to Section 10.1(d), then provided that Buyer is not also in material breach of this Agreement at such time, which such breach resulted in or is the cause of a failure of the conditions in Section 8.1 or Section 8.3 to be satisfied, Buyer may deliver written notice to Seller in accordance with this Agreement that Buyer has elected to terminate this Agreement and then be entitled to receive the Deposit andshall Buyer the Parties acknowledge and agree that in such circumstance (A) the amount of the Deposit represents the Parties’ reasonable estimate of Buyer’s actual damages and the extent of actual damages is difficult and impracticable to ascertain, (B) the return of the Deposit as liquidated damages is reasonable and does not constitute a penalty and (C) the return of the Deposit shall be the sole and exclusive remedy of Buyer in lieu of any other damages or remedies available at Law or in equity, including any right of specific performance or other equitable relief pursuant to Section 11.18, and if this Agreement is terminated by Seller pursuant to pursuant to (i) Section 10.1(c), (ii) Section 10.1(e) and at the time Seller had the right to terminate this Agreement pursuant to Section 10.1(c) or (iii) Section 10.1(h) or Section 10.1(i), then provided that Seller is not also in material breach of this Agreement at such time, which such breach resulted in or is the cause of a failure of the conditions in Section 8.1 or Section 8.2 to be satisfied, Seller may deliver written notice to Buyer in accordance with this Agreement that Seller has elected to terminate this Agreement and, then the Seller shall be entitled to receive the Deposit, and the Parties acknowledge and agree that in such circumstance (A) the amount of the Deposit represents the Parties’ reasonable estimate of Seller’s actual damages and the extent of the actual damages is difficult and impracticable to ascertain, (B) the retention of the Deposit as liquidated damages is reasonable and does not constitute a penalty and (C) the retention of the Deposit shall be the sole and exclusive remedy of Seller in lieu of any other damages or remedies available at Law or in equity, including any right of specific performance or other equitable relief pursuant to Section 11.18. (c) Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated for any reason other than as specified in Section 10.2(b), Buyer shall be entitled to receive the Deposit, and the Parties acknowledge and agree that in such circumstance (A) the amount of the Deposit represents the Parties’ reasonable estimate of Buyer’s actual damages and the extent of the actual damages is difficult and impracticable to ascertain, (B) the retention of the Deposit as liquidated damages is reasonable and does not constitute a penalty and (C) the retention

61 of the Deposit shall be the sole and exclusive remedy of Buyer in lieu of any other damages or remedies available at Law or in equity, including any right of specific performance or other equitable relief pursuant to Section 11.18. (d) In the event Seller or Buyer is entitled to receive the Deposit pursuant to this Section 10.2, each of Seller and Buyer covenants and agrees, such Party shall promptly, and in any event within three (3) Business Days, execute and deliver to the Escrow Agent joint written instructions instructing the Escrow Agent to disburse from the Deposit-PPA Escrow Account to Seller or Buyer, as applicable, an amount equal to the Deposit. (e) UPON THE APPLICABLE PARTY’S RECEIPT OF THE DEPOSIT, SUCH PARTY (ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES) RELEASES THE OTHER PARTY AND ITS AFFILIATES, WAIVES ANY RIGHT OF RECOVERY FOR AND AGREES NOT TO SEEK ANY RECOVERY FOR ANY LOSS SUFFERED AS A RESULT OF ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT IN THIS AGREEMENT OR ANY OTHER AGREEMENT RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY, THE FAILURE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO BE CONSUMMATED, OR IN RESPECT OF ANY ORAL REPRESENTATION OR AGREEMENT MADE OR ALLEGED TO HAVE BEEN MADE IN CONNECTION HEREWITH. ARTICLE XI MISCELLANEOUS Section 11.1 No Survival; Sole and Exclusive Remedy. None of the representations or warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at Law or in equity) with respect thereto shall terminate at the Closing. Notwithstanding the foregoing, this Section 11.1 shall not affect the time periods during which Buyer may make a claim in the event of Fraud and shall not otherwise affect the time periods during which Buyer may make a claim under, or otherwise limit any claim made by Buyer under, the R&W Policy. If the Closing occurs, in the case of any covenants or agreements of Seller and Buyer, as applicable, under this Agreement, to be performed prior to the Closing, such covenants and agreements shall terminate at Closing and all covenants and agreements to be performed on or after the Closing shall survive until fully performed or performance is no longer required. Except in the case of (i) any covenant or agreement of Seller contained in this Agreement that expressly survives the Closing in accordance with this Section 11.1 or (ii) Fraud, the Buyer’s sole and exclusive remedy following the Closing shall be the R&W Policy. Section 11.2 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, without giving effect to any conflicts of Law principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Notwithstanding anything to the contrary contained herein, the parties hereto further agree that New York State or United States Federal courts sitting in New York County, State of New York shall have exclusive jurisdiction over any action brought against any Debt Financing Source in connection with the transactions contemplated under this Agreement.

62 Section 11.3 Consent to Jurisdiction. The Parties irrevocably submit to the exclusive jurisdiction of any federal court located in New Castle County, Delaware, for the purposes of any Proceeding arising out of this Agreement or the transactions contemplated hereby (and each agrees that no such Proceeding relating to this Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Parties irrevocably and unconditionally waive (and agree not to plead or claim) any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in any federal court located in New Castle County, Delaware or that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each Party also agrees that any final and non-appealable judgment against a Party in connection with any Proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence. Section 11.4 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, PROCEEDING OR COUNTERCLAIM ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS AGREEMENT, THE DEBT COMMITMENT LETTERS OR THE SUBJECT MATTER HEREOF OR THEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.4 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. Section 11.5 Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement executed by both Parties (or their permitted successors and assigns) and expressly identified as an amendment or modification. Section 11.6 Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Section 11.7 Notices. Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable overnight delivery service or other courier or by certified mail, postage prepaid, return receipt requested, or by e- mail, and shall be deemed to have been duly given (a) as of the date of delivery if delivered personally or by overnight delivery service or other courier, or by e-mail (if delivered prior to 5 p.m. or, if thereafter, then as of the next day), or (b) on the date receipt is acknowledged if delivered by certified mail, addressed as follows; provided, that a notice of a change of address shall be effective only upon receipt thereof:

63 If to Seller to: Sterling Investment Holdings LLC c/o Morgan Stanley Capital Partners 1585 Broadway, Floor 23 New York, NY 10036 Attention: Robert Lee Email: Robert.Lee@morganstanley.com with a copy (which shall not constitute notice) to: Vinson & Elkins LLP 845 Texas Avenue Suite 4700 Houston, TX 77002 Attention: Matthew R. Falcone Email: mfalcone@velaw.com If to Buyer to: Summit Midstream Holdings, LLC 910 Louisiana Street, Suite 4200 Houston, TX 77002 Attention: James Johnston Email: james.johnston@summitmidstream.com with a copy (which shall not constitute notice) to: Locke Lord LLP 600 Travis Street Suite 2800 Houston, Texas 77002 Attention: H. William Swanstrom Jennie Simmons Email: bswanstrom@lockelord.com Jennie.simmons@lockelord.com Section 11.8 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Neither Party may assign or transfer this Agreement or any of its rights, interests or obligations under this Agreement without the prior written consent of the other Party; provided, however, that, after the Closing, the Buyer may assign all of its rights under this Agreement for collateral security purposes to any Debt Financing Source without consent of Seller. Any attempted assignment or transfer in violation of this Agreement shall be null, void and ineffective. Section 11.9 Third Party Beneficiaries. Nothing in this Agreement shall entitle any Person other than Buyer and Seller to any claim, cause of action, remedy or right of any kind,

64 except the rights expressly provided to the Persons described in Section 6.2, Article VII and Section 11.17, in each case, only to the extent such rights are exercised or pursued, if at all, by Seller or Buyer acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: the Parties reserve the right to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person and no Party hereunder shall have any direct liability to any permitted third-party beneficiary, nor shall any permitted third-party beneficiary have any right to exercise any rights hereunder for such third-party beneficiary’s benefit except to the extent such rights are brought, exercised and administered by a Party hereto. Section 11.10 Entire Agreement. Except for the Confidentiality Agreements, this Agreement (together with the Disclosure Schedules and the Exhibits and Annexes attached hereto) and the other Transaction Documents constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to such subject matter. Section 11.11 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. Section 11.12 Representation by Counsel. Each Party agrees that it has been represented by independent counsel of its choice during the negotiation and execution of this Agreement and the documents referred to herein, and that it has executed the same upon the advice of such independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of both Parties and may not be construed against either Party by reason of its preparation. Therefore, the Parties waive the application of any Law providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document. Section 11.13 Disclosure Schedules. The inclusion of any information (including dollar amounts) in any Section of the Seller Disclosure Schedule shall not be deemed to be an admission or acknowledgment by Seller that such information is required to be listed on such Section of the Seller Disclosure Schedule or is material to or outside the ordinary course of the business of Seller or the Company Group. The information contained in this Agreement, the Exhibits and the Seller Disclosure Schedule is disclosed solely for purposes of this Agreement, and no information contained in this Agreement, the Exhibits or the Seller Disclosure Schedule shall be deemed to be an admission by any Party to any third Person of any matter whatsoever (including any violation of a legal requirement or breach of contract). Any exception, qualification or other disclosure set forth on the Seller Disclosure Schedule with respect to a particular representation, warranty or covenant contained in this Agreement shall be deemed to be an exception,

65 qualification or other disclosure with respect to all other representations, warranties and covenants contained in this Agreement to the extent any description of facts regarding the event, item or matter disclosed is adequate so as to make reasonably apparent on its face that such exception, qualification or disclosure is applicable to such other representations, warranties or covenants whether or not such exception, qualification or disclosure is so numbered. Section 11.14 Facsimiles; Counterparts. This Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. Either Party’s delivery of any executed counterpart signature page by facsimile (or electronic .pdf format transmission) is as effective as executing and delivering this Agreement in the presence of the other Party, and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required. Section 11.15 Privileged Communications. As to all communications among Vinson & Elkins L.L.P., on the one hand, and Seller, the Company Group, or their Affiliates and Representatives, on the other hand, that relate in any way to the transactions contemplated by this Agreement that constitute attorney-client privileged communications or are otherwise privileged under applicable Law (collectively, the “Privileged Communications”), the privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Buyer, the Company Group or any of their respective Affiliates. The Privileged Communications are the property of Seller, and from and after the Closing Date, none of Buyer, the Company Group or any of their respective Affiliates, nor any Person purporting to act on behalf of Buyer, the Company Group or any of their respective Affiliates will seek to obtain such Privileged Communications, whether by seeking a waiver of the privilege or through other means. As to any such Privileged Communications prior to the Closing Date, none of Buyer, the Company Group or any of their respective Affiliates, successors or assigns, may disclose, use or rely on any of the Privileged Communications after the Closing; provided, however, the foregoing shall not restrict the ability of Buyer, the Company Group or any of their respective Affiliates to challenge the fact that any communication is a Privileged Communication (other than as a result of Buyer becoming the owner of the Acquired Interests). The Privileged Communications may be used by Seller and its respective Affiliates in connection with any dispute that relates in any way to the transactions contemplated by this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company Group and a third Person (other than a Party to this Agreement or any of such Party’s respective Affiliates) after the Closing, the Company Group may assert the privilege to prevent disclosure of the Privileged Communications to such third Person; provided, however, that the Company Group may not, unless required by applicable Law, waive such privilege without the prior written consent of Seller. Section 11.16 Certain Waivers. Buyer and the Company Group agree, on their own behalf and on behalf of each of their respective members, owners, directors, officers, employees, consultants, permitted assigns and Affiliates (including the Company Group following the Closing), that, following the Closing, Vinson & Elkins L.L.P. may serve as counsel to Seller and its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any dispute arising out of or relating to this Agreement and the transactions contemplated hereby, notwithstanding any representation by Vinson & Elkins L.L.P. of the Company Group prior to the Closing Date. Buyer, the Company Group, and their respective

66 Subsidiaries hereby (a) consent to Vinson & Elkins L.L.P.’s representation of Seller and its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, and (b) waive any claim it has or may have that Vinson & Elkins L.L.P. has a conflict of interest or is otherwise prohibited from engaging in such representation of Seller, including any claim based on any representation by Vinson & Elkins L.L.P. of Seller and the Company Group prior to the Closing. Section 11.17 Affiliate Liability. Each of the following is herein referred to as a “Non- Recourse Party”: (a) any direct or indirect holder of Equity Interests or securities in Seller (whether limited or general partners, members, stockholders or otherwise), including MS Capital Partners Adviser Inc., its Affiliates and any investment fund or other Person organized by or managed by any of the foregoing Persons, (b) any director, officer, employee, Representative or agent of (i) Seller, and/or (ii) any Person who is listed in subpart (a) or who controls Seller, all prior to the Execution Date, or (c) any portfolio company of any Person described in subpart (a) or (b) (other than Seller, the Company Group or any Person controlled by Seller or the Company Group). No Non-Recourse Party shall have any liability or obligation to Buyer, its Affiliates or any of their respective members, owners, directors, officers, employees, consultants and permitted assigns (collectively, the “Buyer Group”), of any nature whatsoever in connection with or under this Agreement, or the transactions contemplated herein, and Buyer, for itself and on behalf of the Buyer Group, hereby waives and releases all claims of any such liability and obligation. This Agreement may only be enforced against, and any dispute, controversy, matter or claim based on, related to, or arising out of this Agreement, or the negotiation, performance, or consummation of this Agreement, may only be brought against, the entities that are expressly named as Parties, and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Recourse Party is expressly intended as a third-party beneficiary of this Section 11.17. Section 11.18 Specific Performance. Each Party hereby acknowledges and agrees that the rights of each Party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that, if any Party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching Party shall sustain irreparable harm for which it would be without an adequate remedy at Law. Subject to Article X, if any Party violates or fails or refuses to perform any covenant or agreement made by such Party herein, the non-breaching Party, subject to the terms hereof and in addition to any remedy at Law for damages or other relief permitted under this Agreement, may (at any time prior to the valid termination of this Agreement pursuant to Article X) institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief, without the necessity of proving actual damages or posting of a bond. If any Proceeding is brought in equity to enforce such covenants or agreements, neither Party shall allege, and each Party hereby waives, the defense or counterclaim that there is an adequate remedy at Law. Section 11.19 Time is of the Essence. This Agreement contains a number of dates and times by which performance or exercise of rights is due, and the Parties intend that each and every such date and time be the firm and final date and time, as agreed. For this reason, each Party hereby waives and relinquishes any right it might otherwise have to challenge its failure to meet any performance or rights election date and time applicable to it on the basis that its late action

67 constitutes substantial performance. Without limiting the foregoing, time is of the essence in this Agreement. Section 11.20 Debt Financing Sources. Notwithstanding anything to the contrary contained herein, the Seller (in each case on behalf of itself and any of its Affiliates, including the Company Group and its and their directors, officers, employees, agents and representatives) hereby waives any rights or claims against any Debt Financing Source (in its capacity as such) in connection with this Agreement, the Debt Commitment Letters, the Debt Financing, any transaction contemplated hereunder or thereunder or in respect of any other document whether under law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and the Company Group and the Seller (in each case on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) agrees not to commence any action or proceeding against any Debt Financing Source (in its capacity as such) in connection with this Agreement, the Debt Commitment Letters (including any of their respective successors and assigns), the Debt Financing, any transaction contemplated hereunder or thereunder or in respect of any other document whether under law or equity (whether in tort, contract or otherwise) and agrees to cause any such action or proceeding asserted by such Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement, the Debt Commitment Letters, the Debt Financing, any transaction contemplated hereunder or thereunder or in respect of any other document whether under law or equity (whether in tort, contract, or otherwise) against any such Debt Financing Source to be dismissed or otherwise terminated; provided that the foregoing shall not be construed to preclude (x) the exercise of any rights that the Buyer or any of its Affiliates may have under the Debt Commitment Letters or any definitive documentation with respect to the Debt Financing or (y) the exercise of any rights that the Seller, the Company Group and their respective Affiliates may have with respect to the Buyer and its Affiliates hereunder. [Signature pages follow]

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its respective duly authorized officers as of the date first above written. SELLER: STERLING INVESTMENT HOLDINGS LLC By: ____________________________________ Name: ____________________________________ Title: ____________________________________

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BUYER: SUMMIT MIDSTREAM HOLDINGS, LLC By: ____________________________________ Name: ____________________________________ Title: ____________________________________

A-1 EXHIBIT A DEFINITIONS “Accounting Firm” is defined in Section 2.4(c). “Accounting Principles” means GAAP, except as set forth on Schedule 4.7(b) of the Seller Disclosure Schedule. “Acquired Interests” is defined in the recitals of this Agreement. “Acquisition Proposal” is defined in Section 7.16(a)(i). “Adjusted Purchase Price” is defined in Section 2.2. “Adjustment Escrow Amount” means $2,500,000. “Adjustment Escrow Funds” means the Adjustment Escrow Amount, plus all interest accruing thereon. “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person; provided, however, that in no event shall (a) any Affiliate of Seller, other than the Company Group, be deemed an Affiliate of the Company Group (other than for purposes of Section 7.7 (Public Statements), Section 7.10 (R&W Policy), Section 7.13 (Confidentiality), Section 7.16 (Exclusivity), Section 11.17 (Affiliate Liability) and the definition of Non-Recourse Party therein) or (b) any Affiliate of Seller that is an operating or portfolio company be deemed an Affiliate of Seller. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. The Company Group shall be considered Affiliates of Seller prior to the Closing and Affiliates of Buyer after the Closing. “Affordable Care Act” is defined in Section 4.14(a). “Agreement” is defined in the preamble to this Agreement. “Allocation” is defined in Section 2.5. “Alternate Financing” is defined in Section 7.19(d). “Anti-Money Laundering Laws” is defined in Section 5.7. “Assets” means all of the assets, properties, contractual rights, and rights and claims, of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, owned or leased by Company Group, including those assets and properties set forth on Schedule A. “Assignment of Interests” is defined in Section 9.2(a)(iii).

A-2 “Balance Sheet Date” means June 30, 2022. “Business” means the business and operations of the Company Group, including the ownership, operation and maintenance by the Company Group of the Assets and other activities conducted by the Company Group that are incidental thereto, in each case, as owned, operated and maintained as of the Execution Date. “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or obligated to be closed by applicable Laws. “Business Employees” means the individuals employed by a Company Group Member. “Buyer” is defined in the preamble to this Agreement. “Buyer Disclosure Schedule” means the disclosure schedule to this Agreement prepared by Buyer and delivered to Seller on the Execution Date, as may be supplemented in accordance with the terms of this Agreement. “Buyer Fundamental Representations” is defined in Section 8.3(a)(i). “Buyer Group” is defined in Section 11.17. “Buyer Material Adverse Effect” means any effect, event, change, occurrence, condition, fact, circumstance or development (whether or not foreseeable or known as of the date of the Closing or covered by insurance) that, individually or in the aggregate with any such other effects, events, changes, occurrences, conditions, facts, circumstances or developments, has had or would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated herein, including payment of the Unadjusted Purchase Price; provided, however, that “Buyer Material Adverse Effect” shall not include any effect, event, change, occurrence, condition, fact, circumstance or development, directly or indirectly, arising out of or attributable to: (a) general economic or political conditions; (b) conditions generally affecting the industries in which Buyer operates, including prices for oil, natural gas or natural gas liquids; (c) any changes in financial or securities markets in general and any fluctuations in currency exchange rates; (d) acts of war (whether or not declared), armed hostilities or terrorism (including cyberterrorism), or the escalation or worsening thereof; (e) acts of God, earthquakes, any weather-related or other force majeure event or natural disasters; (f) any action required or permitted by this Agreement; (g) any changes in applicable Laws or accounting rules, including GAAP or regulatory accounting requirements or interpretations thereof; (h) matters set forth in the Schedules; (i) the entry into, public announcement, pendency or completion of the transactions contemplated by this Agreement; (j) any effect resulting from any action taken by Seller or any Affiliate of Seller; (k) action taken by Buyer or any Affiliate of Buyer, with Seller’s written consent or that is otherwise permitted or prescribed hereunder or (l) effects of pandemics or epidemics (including the COVID-19 pandemic); provided, however, except to the extent such effects directly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (a), (b), (d), (e), (f), (g) or (l) disproportionately adversely affect Buyer, taken as a whole, as compared to other similarly situated participants operating in the oil and gas exploration, development or production industry in the region in which Buyer operates (in which

A-3 case, only the incremental disproportionate effect or effects may be taken into account in determining whether there has been or would reasonably be expected to have a Buyer Material Adverse Effect). “Buyer Parent” means Summit Midstream Partners, LP. “Cares Act” means the Coronavirus Aid, Relief, and Economic Security Act, as amended, and applicable rules, requests, guidelines, directives, or regulations thereunder or issued by the United States Small Business Association or any other Governmental Authority in connection therewith, as in effect from time to time. “Cash” means all cash (including restricted cash) and cash equivalents (including marketable securities) of the Company Group and shall be calculated net of issued but uncleared checks and drafts and shall include checks, other wire transfers and drafts deposited or available for deposit for the account of the applicable Person. “Closing” is defined in Section 9.1. “Closing Cash” means Cash as of the Measurement Time as determined in accordance with the Accounting Principles and without giving effect to the transactions contemplated by this Agreement. “Closing Cash Payment” means an amount equal to (a) the Estimated Adjusted Purchase Price less (b) (i) the Deposit and (ii) the Specified Debt. “Closing Date” is defined in Section 9.1. “Closing Debt” means the aggregate amount of Debt of the Company Group as of the Measurement Time as determined in accordance with the Accounting Principles and without giving effect to the transactions contemplated by this Agreement. “COBRA” is defined in Section 4.14(e). “Code” means the Internal Revenue Code of 1986, as amended. “Company Group” is defined in the recitals of this Agreement. “Company Group Member” is defined in the recitals of this Agreement. “Company Plan” means any Plan established, maintained, contributed to, or required to be contributed to by a member of the Company Group to provide compensation or benefits to any current or former employee, co-employee, independent contractor, officer or director of a member of the Company Group or any beneficiary or dependent thereof, or under which a member of the Company Group has any liability; provided, however, that an PEO Plan shall not be considered to be a Company Plan. “Condemnation Value” is defined in Section 7.15(a).

A-4 “Confidential Information” means any confidential, non-public information about the Company Group, the Acquired Interests, the Business or the Assets. “Confidentiality Agreements” means (a) that certain Confidentiality Agreement, dated October 27, 2021, between Seller and Buyer Parent together with (b) that certain Confidentiality Agreement, dated April 27, 2022, between Buyer Parent and MS Capital Partners Adviser Inc. “Continuing Employee” is defined in Section 7.12(b). “Contract” means any written agreement, lease, license, note, evidence of indebtedness, mortgage, security agreement, legally binding commitment or bid, understanding, instrument or other legally binding arrangement. “Corporate Encumbrances” means (a) any transfer restrictions imposed by federal and state securities Laws, (b) any transfer restrictions contained in the Organizational Documents of any Company Group Member existing as of the Execution Date or (c) Liens in connection with this Agreement arising by, through or under Buyer or any of its Affiliates. “Creditors’ Rights” is defined in Section 3.2(b). “D&O Claim” is defined in Section 7.1(a). “D&O Indemnified Parties” is defined in Section 7.1(a). “Data Rooms” shall mean, collectively, the “Intralinks” data site maintained by Seller and its Representatives in connection with the transactions completed in this Agreement, available at https://services.intralinks.com/web/index.html?#workspace/11431505/documents and the TPH Data Rooms. “Debt” of any Person means at any date, regardless of whether contingent, (a) all indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money (including all principal, accrued interest, premiums, penalties, termination fees or breakage fees but excluding trade accounts payable incurred in the ordinary course of business) whether or not represented by bonds, debentures, notes or other securities (and whether or not convertible into any other security), including the amount drawn on any performance bond or letter of credit supporting the repayment of indebtedness for borrowed money issued for the account of such Person and obligations under letters of credit and agreements relating to the issuance of letters of credit or acceptance financing, (b) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security (and whether or not convertible into any other security), (c) indebtedness for borrowed money secured by a Lien on assets or properties of such Person, (d) reimbursement and other obligations with respect to letters of credit and bankers’ acceptances and letters of guaranty or similar instruments, to the extent drawn upon, (e) any obligation to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property that would be capitalized under GAAP, (f) any liabilities in respect of deferred purchase price for any asset, property, business or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise for additional purchase price (including any earn-outs or vehicle loans and including obligations that are non-recourse to the credit of such Person but are secured by the assets of such

A-5 Person, but excluding trade accounts payable and any lease bonus, shut-in royalties or similar payments), (g) any deferred revenue obligations arising from customer prepayments or deposits, (h) guarantees with respect to any indebtedness or other obligation of any other Person of a type described in clauses (a) through (h) above and all fees, expenses, penalties, premiums, breakage costs and accrued interest related to any of the foregoing (including prepayment penalties, premiums or fees required to be paid in connection with the prepayment of any of the foregoing). For the avoidance of doubt, and notwithstanding the foregoing, Debt shall not include (i) trade payables included in the Net Working Capital calculation, (ii) any obligations under any performance bond, appeal bond, letter of credit or similar instrument to the extent undrawn or uncalled as of the Execution Date, (iii) any Debt between a member of the Company Group, on one hand, and another member of the Company Group, on the other hand, which shall be listed on Schedule 1.1(b) of the Seller Disclosure Schedules, (iv) any Debt incurred by Buyer and its Affiliates on the Closing Date to finance the transaction contemplated hereby or post-Closing operations (and subsequently assumed by any member of the Company Group), (v) any endorsement of negotiable instruments for collection in the ordinary course of business, or (vi) any royalty amounts specifically described in and payable pursuant to that certain Asset Purchase and Sale Agreement dated as of October 12, 2016, by and among Christopher P. Dietzler, Poudre Valley Capital LLC, Dietzler Ranch and Cattle Co. LLC and Centennial Water Pipelines LLC. “Debt Commitment Documents” means, collectively, the Debt Commitment Letters, the Purchase Agreements and the Temporary Notes Indenture. “Debt Commitment Letters” means, collectively, each executed commitment letter, dated as of the date hereof, including the annexes, exhibits and schedules thereto and as amended from time to time after the date hereof in accordance with this Agreement, from the financial institution identified therein, pursuant to which such financial institution has committed, subject to the terms and conditions set forth therein and in the amounts set forth therein, to purchase notes issued by the Buyer or an Affiliate thereof for the purposes of financing the transactions contemplated hereby and related fees and expenses. “Debt Financing” means the commitments to purchase mirror bonds pursuant to the Debt Commitment Letters. “Debt Financing Source” means each financial institutions identified in a Debt Commitment Letter as a Commitment Party. “Dedicated Interest” is defined in Section 4.20. “Deposit” is defined in Section 2.3. “Deposit-PPA Escrow Account” is defined in Section 2.3. “Derivative Financial Instrument” shall mean any Contract to which any Company Group Member is a party with respect to any swap, forward, put, call, floor, cap, collar, future or derivative transaction or option or similar hedge transaction, including any and all agreements, confirms, confirmations and transactions under, or entered in pursuant to, any of the foregoing.

A-6 “Disclosure Schedules” means each of the Buyer Disclosure Schedules and Seller Disclosure Schedules. “Employment Agreements” is defined in Section 7.12(a). “Environmental Laws” means any and all Laws pertaining to prevention of pollution, protection of the environment (including wildlife and natural resources), remediation of contamination (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.) and workplace exposure to Hazardous Substances. “Equity Interests” means capital stock, partnership or membership interests or units (whether general or limited), and any other interest or participation that confers on a Person the right to receive a share of the profits and/or losses of, or distribution of assets of, the issuing entity. “Equity Securities” means (a) Equity Interests, (b) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to acquire, any Equity Interests and (c) securities convertible into or exercisable or exchangeable for Equity Interests. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means any trade or business (whether or not incorporated) that together with the Company Group has ever been deemed to be a “single employer” within the meaning of Section 4001 of ERISA or Section 414 of the Code. “Escrow Agent” means Citibank, N.A., or any successor thereto. “Escrow Agreement” means an Escrow Agreement, by and among Buyer, Seller and the Escrow Agent, in substantially the form attached hereto as Exhibit F. “Estimated Adjusted Purchase Price” is defined in Section 2.4(b). “Estimated Closing Cash” is defined in Section 2.4(b). “Estimated Closing Debt” is defined in Section 2.4(b). “Estimated Net Working Capital” is defined in Section 2.4(b). “Estimated Settlement Statement” is defined in Section 2.4(b). “Estimated Transaction Expenses” is defined in Section 2.4(b). “Event of Loss” means a fire, explosion, hurricane, storm surge, natural disaster or other act of God. “Execution Date” is defined in the preamble to this Agreement. “Expiration Date” means (a) with respect to the Debt Financing set forth in the Debt Commitment Letters in effect on the Execution Date, “Expiration Date” as defined in the Debt

A-7 Commitment Letters as in effect on the Execution Date and (b) with respect to any Alternate Financing, if applicable, the earlier of (i) the date on which Debt Financing thereunder expires or otherwise terminates in accordance with the applicable New Commitment Documents and (ii) the Closing Date. “Final Adjusted Purchase Price” is defined in Section 2.4(d). “Final Settlement Statement” is defined in Section 2.4(c). “Financial Statements” are defined in Section 4.7(a). “Fraud” means actual fraud by a Party with regard to the representations and warranties made by such Party in this Agreement (as modified by the applicable disclosure schedule), which involves a knowing and intentional material misrepresentation by such Party of such representations or a knowing and intentional material concealment of facts with respect to such representations, with the intent of inducing any other Party to enter into this Agreement and such Party to this Agreement to whom such representation was made suffered injury as a direct result of relying upon such representation (as opposed to any fraud claim based on constructive knowledge, recklessness, negligent misrepresentation or a similar theory under applicable law). “GAAP” means generally accepted accounting principles in the United States of America. “Governmental Authority” means any executive, legislative, judicial, regulatory or administrative agency, governmental authority, body, commission, department, board, court, tribunal, arbitration body or authority of the United States or any foreign country, or any federal, state, local, municipal, tribal or other governmental subdivision thereof. “Governmental Consents” is defined in Section 3.4. “Hazardous Substances” means each substance, waste or material regulated, defined, designated or classified as hazardous or toxic, or as a pollutant or contaminant under any Environmental Law, including NORM; provided, that the term Hazardous Substances shall be deemed not to include petroleum, petroleum products, natural gas or natural gas liquids that have not been abandoned, disposed of, emitted or released into the environment. “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. “Intellectual Property” means all United States and foreign intellectual property rights, including: (a) patents and patent applications, including all reissuances, continuations, continuations-in-part, divisions, supplementary protection certificates, extensions and re- examinations thereof; (b) trademarks, service marks, logos, designs, trade names, trade dress, Internet domain names, and registrations and applications therefore, including the associated goodwill therewith; (c) copyrights, other rights in copyrightable works of authorship and registrations and applications therefore; (d) trade secrets, know-how, and other rights in confidential and proprietary information; and (e) the right to sue and collect damages for any past, present, and future infringement, misappropriation, or other violation of any of the foregoing.

A-8 “IRS” means the United States Internal Revenue Service. “Knowledge” means (a) with respect to Seller, the actual knowledge of David B. Kenyon and Chadwick T. Leavitt, in each case, after reasonable due inquiry of the Persons immediately supervised and/or managed by each such identified Persons and (b) with respect to Buyer, the actual knowledge of Heath Deneke and William Mault in each case, after reasonable due inquiry of the Persons immediately supervised and/or managed by each such identified Persons. “Law” means any law, statute, code, ordinance, order, rule, rule of common law, regulation, judgment, decree, injunction, franchise, permit, certificate, license or authorization of any Governmental Authority. “Leased Real Property” is defined in Section 4.6(b). “Liabilities” shall mean any and all claims, Debt, obligations, deficiencies, payments, charges, demands, judgments, assessments, liabilities (INCLUDING STRICT LIABILITIES), losses, damages, penalties, fines and costs and expenses, including any attorneys’ fees, legal or other expenses incurred in connection therewith, regardless of whether such matters would be required to be disclosed on a balance sheet prepared in accordance with GAAP, whether asserted or unasserted, accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable and whether due or become due and regardless of when asserted. “Lien” means, with respect to any property or asset, any mortgage, deed of trust, assessment, pledge, security interest, lien, option, encroachment, easement, defect in title, warranty, purchase right, lease, claim or other similar burden or other similar property interest or encumbrance in respect of such property or asset. “Material Adverse Effect” means any effect, event, change, occurrence, condition, fact, circumstance or development (whether or not foreseeable or known as of the date of the Closing or covered by insurance) that, individually or in the aggregate with any such other effects, events, changes, occurrences, conditions, facts, circumstances or developments, has had or would reasonably be expected to have (a) a material adverse effect on the businesses, assets, financial conditions, liabilities or results of operations of the Company Group, taken as a whole or (b) a material adverse effect on the ability of Seller to consummate the transactions contemplated herein and perform its material obligations hereunder; provided, however, that “Material Adverse Effect” shall not include any effect, event, change, occurrence, condition, fact, circumstance or development, directly or indirectly, arising out of or attributable to: (a) general economic or political conditions; (b) conditions generally affecting the industries in which the Company Group operates, including prices for oil, natural gas or natural gas liquids; (c) any changes in financial or securities markets in general and any fluctuations in currency exchange rates; (d) acts of war (whether or not declared), armed hostilities or terrorism (including cyberterrorism), or the escalation or worsening thereof; (e) acts of God, earthquakes, any weather-related or other force majeure event or natural disasters; (f) any action required or permitted by this Agreement; (g) any changes in applicable Laws or accounting rules, including GAAP or regulatory accounting requirements or interpretations thereof; (h) the entry into, public announcement, pendency or completion of the transactions contemplated by this Agreement; (i) any effect resulting from any action taken by Buyer or any Affiliate of Buyer; (j) action taken by Seller or any Affiliate of Seller

A-9 with Buyer’s written consent or that is otherwise permitted or prescribed hereunder or (k) effects of pandemics or epidemics (including the COVID-19 pandemic); provided, however, except to the extent such effects directly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (a), (b), (c), (d), (e), (g), or (k) disproportionately adversely affect Seller or any Company Group Member, taken as a whole, as compared to other similarly situated participants operating in the oil and gas exploration, development or production industry in the region in which the Company Group operates (in which case, only the incremental disproportionate effect or effects may be taken into account in determining whether there has been or would reasonably be expected to have a Material Adverse Effect). “Material Contracts” is defined in Section 4.10(a). “Material Permits” is defined in Section 4.12. “Measurement Time” means 11:59 pm on the Business Day immediately preceding the Closing Date. “Midstream Contract” is defined in Section 4.20. “Mutual Release” is defined in Section 9.2(a)(v). “Net Working Capital” means the combined current assets of the Company Group (excluding Closing Cash) less the combined current liabilities of the Company Group (including any payroll Taxes deferred pursuant to the Cares Act, and excluding Transaction Expenses and Closing Debt), in each case, determined as of the Measurement Time in accordance with the Accounting Principles and without giving effect to the transactions contemplated by this Agreement. Set forth in Schedule 1.1(c) of the Seller Disclosure Schedule is a sample calculation of Net Working Capital prepared by the Parties as of March 31, 2022. For the avoidance of doubt, Net Working Capital shall (i) exclude all deferred Tax assets and liabilities and any accrued estimates for any proceeds relating to the insurance claims set forth on Schedule 7.4 and (ii) include as a current liability an accrual for all Continuing Employee 2022 target bonuses for the period from January 1, 2022 until the Closing Date. “New Commitment Documents” is defined in Section 7.19(d). “Non-Continuing Employee” is defined in Section 7.12(a). “Non-Recourse Party” is defined in Section 11.17. “NORM” means naturally occurring radioactive material. “Objection Notice” is defined in Section 2.4(c). “Order” shall mean any award, writ, decision, injunction, judgment, order, ruling, edict, decree, pronouncement, determination, sentence, subpoena, or verdict entered, issued, made, enacted, promulgated, enforced or rendered by any court, administrative agency, or other Governmental Authority or by any arbitrator.

A-10 “Organizational Documents” means, with respect to any Person, the articles of incorporation, certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, operating agreement, partnership agreement, stockholders’ agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments thereto. “Outside Date” means January 13, 2023. “Owned Intellectual Property” means all Intellectual Property owned by the Company Group and used in the Business as currently conducted. “Owned Real Property” is defined in Section 4.6(b). “Party” and “Parties” are defined in the preamble of this Agreement. “PEO” means G&A Partners, Inc. (as successor to Platinum Colorado, LLC). “PEO Agreement” means the Service Agreement between SEI and PEO dated December 1, 2017. “PEO Employee” means a co-employee of SEI and PEO who provides services to SEI pursuant to a contractual relationship among the employee, SEI and PEO. “PEO Plan” means any Plan sponsored, maintained, contributed to, or required to be contributed to, by PEO or an Affiliate of PEO to provide compensation or benefits to any current or former PEO Employee or any beneficiary or dependent thereof. “Permits” means all permits, certificates, registrations, approvals, consents, licenses, franchises, exemptions and other authorizations, consents and approvals of or from or notifications to, Governmental Authorities. “Permitted Liens” means any (a) mechanic’s, materialmen’s, laborer’s, workmen’s, repairmen’s, carrier’s and similar Liens, including statutory Liens, arising or incurred in the ordinary course of business and securing obligations which are not delinquent, (b) statutory Liens for Taxes, assessments and other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings or bonded over and in either case, for which adequate reserves have been established and recorded on the Financial Statements, (c) purchase money Liens and Liens securing rental payments under capital lease arrangements, (d) pledges or deposits under workers’ compensation legislation, unemployment insurance Laws or similar Laws, (e) pledges or deposits to secure public or statutory obligations or appeal bonds, (f) Liens to be released at or prior to the Closing, (g) with respect to Real Property and Rights-of- Way of the Company Group, Liens that (i) are contained in any document filed or recorded in the appropriate county to reflect title thereto, creating, transferring, limiting, encumbering or reserving or granting any rights therein (including rights of reverter, reservation and life estates), (ii) do not materially impair the current use, occupancy or value of the real property subject thereto, or (iii) are disclosed on any title insurance policies and surveys that have been made available to Buyer, (h) zoning, entitlement, building and other land use regulations imposed by any Governmental

A-11 Authority having jurisdiction over the real property of the Company Group and not violated in any material respect by the current use and operation of such real property, (i) public roads, highways and waterways, (j) Liens created by Buyer’s (or its Affiliate’s or Representative’s) examination or inspection of the Company Group’s assets and (k) Liens listed in Schedule 1.1(d) of the Seller Disclosure Schedule. “Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any Governmental Authority. “Plan” means each (a) “employee benefit plan,” as such term is defined in Section 3(3) of ERISA; (b) plan that would be an employee benefit plan described in clause (a) of this sentence if it was subject to ERISA, such as foreign plans and plans for directors; (c) equity bonus, equity ownership, equity option, restricted equity, equity purchase, equity appreciation rights, phantom equity or other equity-based compensation plan or arrangement; (d) bonus plan or arrangement, incentive award plan or arrangement, deferred compensation agreement or arrangement, change in control or retention plan or arrangement, executive compensation or supplemental income arrangement, personnel policy, vacation policy, severance pay plan, policy or agreement, consulting agreement or employment agreement; and (e) other employee benefit plan, agreement, arrangement, program, practice or understanding, in each case, sponsored, maintained or contributed to by any member of the Company Group or with respect to which any member of the Company Group could have any liability. “Privileged Communications” is defined in Section 11.15. “Proceeding” means any action, suit, arbitration proceeding, administrative or regulatory investigation, review, audit, proceeding, citation, summons or subpoena of any nature (civil, criminal, regulatory, administrative, or otherwise, whether in contract, in tort or otherwise) in Law or in equity. “Purchase Agreements” means, collectively, the Purchase Agreements to be entered into in accordance with the Debt Commitment Letters, in the form of the Purchase Agreement with draft header “BB Draft 10/12/22” provided by Baker Botts LLP, as the counsel to the Buyer, to Vinson & Elkins L.L.P., as counsel to the Seller, on October 14, 2022, by and among the Buyer and Summit Midstream Finance Corp., a Delaware corporation, as co-issuers, Summit Midstream Partners, LP, a Delaware limited partnership and the other guarantors and purchasers party thereto, including the annexes, exhibits and schedules thereto and as amended from time to time after the date hereof in accordance with this Agreement. “R&W Conditional Binder” means the conditional binder attached hereto as Exhibit D. “R&W Insurer” means QBE Specialty Insurance Co. “R&W Policy” means the buyer-side representations and warranties insurance policy to be purchased and bound by Buyer, in accordance with the R&W Conditional Binder.

A-12 “Real Property” is defined in Section 4.6(b). “Records” means all documents, instruments, papers, books and records, books of account, files and data pertaining to the Company Group, including all books of account, journals and ledgers, files, correspondence, memoranda, maps, plats, customer lists, suppliers lists, personnel records, catalogs, data processing programs and other computer software, building and machinery diagrams and plans, financial statements, Tax records (including Tax Returns), ledgers, minute books, copies of Contracts and Permits, operating data, and all other land, title, engineering, environmental, regulatory, operating, accounting, business, marketing and other data files. “Records” shall not include the following (which shall be retained by Seller): (a) documents subject to attorney-client legal privilege; (b) Seller’s general corporate books, records and files, even if containing references to the Business or the Company Group; (c) records relating solely to the sale of the Company Group; and (d) Tax Returns of Seller or any of its Affiliates (other than the Company Group Members). “Registered Intellectual Property” means all patents, patent applications, trademark registrations, trademark applications, copyright registrations, copyright applications, and domain names issued by a Governmental Authority and owned by the Company Group and used in the Business as currently conducted. “Reimbursable Non-Continuing Employee” is defined in Section 7.12(a). “Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing. “Release Agreement” is defined in Section 7.12(a). “Removal Deadline” is defined in Section 7.11. “Representatives” means (a) partners, employees, officers, directors, members, equity owners and counsel of a Party or any of its Affiliates or any prospective purchaser of a Party or an interest in a Party; (b) any consultant, attorney or accountant retained by a Party or the parties listed in clause (a) above; and (c) any bank, other financial institution or entity funding, or proposing to fund, such Party’s operations, including any consultant retained by such bank, other financial institution or entity. “Required Approvals” is defined in Section 9.2(b)(viii). “Responsible Officer” means, with respect to any Person, any vice-president or more senior officer of such Person. “Restoration Costs” is defined in Section 7.15(a). “Review Period” is defined in Section 2.4(c). “Rights-of-Way” is defined in Section 4.6(c).

A-13 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “SEI” means Sterling Energy Investments LLC. “Seller” is defined in the preamble to this Agreement. “Seller Disclosure Schedule” means the disclosure schedule to this Agreement prepared by Seller and delivered to Buyer on the Execution Date, as may be supplemented in accordance with the terms of this Agreement. “Seller Fundamental Representations” is defined in Section 8.2(a)(i). “Severance Escrow Account” is defined in Section 2.3. “Severance Escrow Amount” means $1,290,000. “Shortfall” is defined in Section 2.4(d)(i). “Specified Debt” means the Debt set forth on Schedule 1.1(e) of the Seller Disclosure Schedule. “Sterling Marks” means any trade name, trademark, service mark, slogan, domain name, logo, trade dress, or others source identifier containing the term “Sterling” or any confusingly similar word, name, abbreviation, derivation or extension thereof. “Submission” is defined in Section 2.4(c). “Subsidiary” or “Subsidiaries” means, with respect to any Person, another Person in which such first Person owns, directly or indirectly, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% percent or more of the equity interests of such Person). “Support Obligations” is defined in Section 7.5. “Taking” is defined in Section 7.15(a). “Target Working Capital” means $4,825,000. “Tax” or “Taxes” means any taxes and other similar governmental charges imposed by any Taxing Authority, including income, profits, gross receipts, net proceeds, capital gains, alternative or add on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, social contributions, fuel, excess profits, occupational, premium, windfall profit, severance, estimated, net worth, customs, duties, margin,

A-14 service, carbon, production, fuel, transactional, documentary, recapture, or similar other charge of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not. “Tax Proceeding” is defined in Section 7.9(a). “Tax Return” means any return, declaration, report, claim for refund, information return, statement, form or other document or information required to be filed or otherwise filed with a Taxing Authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Taxing Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with collection of such Tax for such entity or subdivision. “Temporary Notes Indenture” means the Temporary Notes Indenture to be entered into in accordance with the Debt Commitment Letters, in the form of the Temporary Notes Indenture with draft header “BB Draft 10.12.2022” provided by Baker Botts LLP, as the counsel to the Buyer, to Vinson & Elkins L.L.P., as counsel to the Seller, on October 14, 2022, among the Buyer and Summit Midstream Finance Corp., a Delaware corporation, as co-issuers, Summit Midstream Partners, LP, a Delaware limited partnership, the subsidiary guarantors party thereto and Regions Bank, as trustee and collateral agent, including the annexes, exhibits and schedules thereto and as amended from time to time after the date hereof in accordance with this Agreement. “Termination Date” is defined in Section 10.1. “Termination Payments” is defined in Section 7.12(a). “Third Party” means any Person other than (a) the Company Group, (b) any Party or (c) any Affiliate of the Company Group or any Party. “Third Person” means any Person other than a Party or its Affiliates. “TPH Data Rooms” shall mean the two “Box” data sites maintained by Tudor, Pickering, Holt & Co. and Vinson & Elkins L.L.P. in connection with the transactions contemplated by this Agreement, available at https://pwp.box.com/s/lzsxjfq1bkgp847wzi5k1prsinl4gsgd and https://pwp.box.com/s/3w02fwqlipr4vaqn0hhzkt22fagpugnw, respectively. “Transaction Documents” means this Agreement, the Assignment of Interests, the Escrow Agreement, the Mutual Release, and each other agreement, document and instrument required to be executed in accordance with this Agreement. “Transaction Expenses” means (a) all investment banking fees, costs and expenses and legal fees, costs and expenses, in each case, paid or incurred by the Company Group prior to, or otherwise outstanding as of, the Closing in connection with the preparation for, negotiating or consummation of this Agreement and the other Transaction Documents, including the transactions contemplated herein and therein, (b) all transaction bonuses, sale bonuses, change of control bonuses or similar bonus payments, severance payments, or other retention or compensatory payments payable solely as a result of the Closing by any Company Group Member to any current

A-15 or former employees, directors or managers of the Company Group, including the Business Employees, and in each case, including the employer-portion of any payroll Taxes arising in connection with any of the foregoing amounts or items (but excluding any post-Closing Liabilities arising as a result of actions taken by Buyer or its Affiliates after the Closing, including under so- called “double-trigger” provisions to terminate the services provided by any director, officer, or employee), and (c) 50% of the Escrow Agent’s fees. “Transfer Taxes” is defined in Section 7.8. “Treasury Regulations” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to Sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations. “Unadjusted Purchase Price” is defined in Section 2.2. “WARN Act” is defined in Section 4.14(m).


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	SMLP	New York Stock Exchange


Class						As of February 24, 2023
Common Units						10,182,763


PART I		14
Item 1.	Business.	14
Item 1A.	Risk Factors.	31
Item 1B.	Unresolved Staff Comments.	63
Item 2.	Properties.	63
Item 3.	Legal Proceedings.	63
Item 4.	Mine Safety Disclosures.	64

PART II		65
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	65
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	68
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	94
Item 8.	Financial Statements and Supplementary Data.	95
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	131
Item 9A.	Controls and Procedures.	131
Item 9B.	Other Information.	133
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .	134

Part III		135
Item 10.	Directors, Executive Officers and Corporate Governance.	135
Item 11.	Executive Compensation.	135
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	135
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	135
Item 14.	Principal Accounting Fees and Services.	135

Part IV		136
Item 15.	Exhibits, Financial Statement Schedules.	136
Item 16.	Form 10-K Summary.	142

Signature Page		143


2015 Blacktail Release			a 2015 rupture of our four-inch produced water gathering pipeline near Williston, North Dakota

2022 DJ Acquisitions			the acquisition of Outrigger DJ Midstream LLC from Outrigger Energy II LLC, and each of Sterling Energy Investments LLC, Grasslands Energy Marketing LLC and Centennial Water Pipelines LLC from Sterling Investment Holdings LLC
2025 Senior Notes			Summit Holdings' and Finance Corp.’s 5.75% senior unsecured notes due April 2025
2026 Secured Notes			Summit Holdings' and Finance Corp.’s 8.500% senior secured second lien notes due 2026

2026 Secured Notes Indenture			Indenture, dated as of November 2, 2021, by and among Summit Holdings, Finance Corp., the guarantors party thereto and Regions Bank, as trustee
ABL Facility			the asset-based lending credit facility governed by the ABL Agreement
ABL Agreement			Loan and Security Agreement, dated as of November 2, 2021, among Summit Holdings, as borrower, SMLP and certain subsidiaries from time to time party thereto, as guarantors, Bank of America, N.A., as agent, ING Capital LLC, Royal Bank of Canada and Regions Bank, as co-syndication agents, and Bank of America, N.A., ING Capital LLC, RBC Capital Markets and Regions Capital Markets, as joint lead arrangers and joint bookrunners
Additional 2026 Secured Notes			the additional $85.0 million of 2026 Secured Notes issued in November 2022 in connection with the 2022 DJ Acquisitions
AMI			area of mutual interest; AMIs require that any production from wells drilled by our customers within the AMI be shipped on and/or processed by our gathering systems
associated natural gas			a form of natural gas which is found with deposits of petroleum, either dissolved in the crude oil or as a free gas cap above the crude oil in the reservoir
ASC			Accounting Standards Codification
ASU			Accounting Standards Update

Bbl			one barrel; used for crude oil and produced water and equivalent to 42 U.S. gallons
Bcf			one billion cubic feet
Bcfe/d			the equivalent of one billion cubic feet per day; generally calculated when liquids are converted into natural gas; determined using a ratio of six thousand cubic feet of natural gas to one barrel of liquids
Bison Midstream			Bison Midstream, LLC
Board of Directors			the board of directors of our General Partner
CAA			Clean Air Act
CEA			Commodity Exchange Act


CERCLA			Comprehensive Environmental Response, Compensation and Liability Act
CFTC			Commodity Futures Trading Commission
COD			cancellation of debt
Collateral Agreement			Collateral Agreement, dated as of November 2, 2021, by and among SMLP, as a pledgor, Summit Holdings and Finance Corp., as pledgors and grantors, the subsidiary guarantors party therein, and Regions Bank, as collateral agent
Compensation Committee			the compensation committee of the Board of Directors
condensate			a natural gas liquid with a low vapor pressure, mainly composed of propane, butane, pentane and heavier hydrocarbon fractions
Conflicts Committee			the conflicts committee of the Board of Directors, if established
Co-Issuers			Summit Holdings and Finance Corp.
CWA			Clean Water Act
DFW Midstream			DFW Midstream Services LLC
DJ Basin			Denver-Julesburg Basin
Dodd-Frank Act			Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
DOT			U.S. Department of Transportation
Double E			Double E Pipeline, LLC
Double E Pipeline			a 1.35 Bcf per day, FERC-regulated interstate natural gas transmission pipeline that commenced operations in November 2021 and provides transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha hub in Texas
Double E Project			the development and construction of the Double E Pipeline
dry gas			natural gas primarily composed of methane where heavy hydrocarbons and water either do not exist or have been removed through processing or treating
Dth/d			one million British Thermal Units per day
ECP			Energy Capital Partners II, LLC and its parallel and co-investment funds
EPA			Environmental Protection Agency
Epping			Epping Transmission Company, LLC
Epping Pipeline			an interstate crude oil pipeline in North Dakota, owned and operated by Epping
EPU			earnings or loss per unit


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
FERC			Federal Energy Regulatory Commission
Finance Corp.			Summit Midstream Finance Corp.
FTC			Federal Trade Commission
GAAP			accounting principles generally accepted in the United States of America
General Partner			Summit Midstream GP, LLC
GHG			greenhouse gas(es)
GP			general partner


Grand River			Grand River Gathering, LLC
Guarantor Subsidiaries			Bison Midstream and its subsidiaries, Grand River and its subsidiaries, DFW Midstream, Summit Marketing, Summit Permian, Permian Finance, OpCo, Summit Utica, Meadowlark Midstream, Summit Permian II, Mountaineer Midstream, Epping, Red Rock, Polar Midstream and Summit Niobrara
hub			geographic location of a storage facility and multiple pipeline interconnections
ICA			Interstate Commerce Act

Intercreditor Agreement			Intercreditor Agreement, dated as of November 2, 2021, by and among Bank of America, N.A., as first lien representative and collateral agent for the initial first lien claimholders, Regions Bank, as second lien representative for the initial second lien claimholders and as collateral agent for the initial second lien claimholders, acknowledged and agreed to by Summit Holdings and the other grantors referred to therein
IRS			Internal Revenue Service
LIBOR			London Interbank Offered Rate
Mbbl/d			one thousand barrels per day
MD&A			Management's Discussion and Analysis of Financial Condition and Results of Operations
MDTQ			maximum daily transportation quantity
Meadowlark Midstream			Meadowlark Midstream Company, LLC
MMBtu			one million British Thermal Units
MMcf			one million cubic feet
MMcf/d			one million cubic feet per day


MMcfe/d			the equivalent of one million cubic feet per day; determined using a ratio of six thousand cubic feet of natural gas to one barrel of liquids
Mountaineer Midstream			Mountaineer Midstream Company, LLC
MVC			minimum volume commitment
NAAQS			national ambient air quality standard
NEPA			National Environmental Policy Act
NDIC			North Dakota Industrial Commission
NGA			Natural Gas Act
NGLs			natural gas liquids; the combination of ethane, propane, normal butane, iso-butane and natural gasolines that when removed from unprocessed natural gas streams become liquid under various levels of higher pressure and lower temperature
NGPA			Natural Gas Policy Act of 1978
Niobrara G&P			Niobrara Gathering and Processing system
Non-Guarantor Subsidiaries			Permian Holdco and Summit Permian Transmission
NYSE			New York Stock Exchange
Obligor Group			the Co-Issuers and the Guarantor Subsidiaries
OCC			Ohio Condensate Company, L.L.C.
OGC			Ohio Gathering Company, L.L.C.
Ohio Gathering			Ohio Gathering Company, L.L.C. and Ohio Condensate Company, L.L.C.
OPA			Oil Pollution Control Act
OpCo			Summit Midstream OpCo, LP

PHMSA			Pipeline and Hazardous Materials Safety Administration
play			a proven geological formation that contains commercial amounts of hydrocarbons
Permian Finance			Summit Midstream Permian Finance, LLC
Permian Holdco			Summit Permian Transmission Holdco, LLC
Permian Term Loan Facility			the term loan governed by the Credit Agreement, dated as of March 8, 2021, among Summit Permian Transmission, LLC, as borrower, MUFG Bank Ltd., as administrative agent, Mizuho Bank (USA), as collateral agent, ING Capital LLC, Mizuho Bank, Ltd. and MUFG Union Bank, N.A., as L/C issuers, coordinating lead arrangers and joint bookrunners, and the lenders from time to time party thereto


Permian Transmission Credit Facility			the credit facility governed by the Credit Agreement, dated as of March 8, 2021, among Summit Permian Transmission, LLC, as borrower, MUFG Bank Ltd., as administrative agent, Mizuho Bank (USA), as collateral agent, ING Capital LLC, Mizuho Bank, Ltd. and MUFG Union Bank, N.A., as L/C issuers, coordinating lead arrangers and joint bookrunners, and the lenders from time-to-time party thereto
Polar and Divide			the Polar and Divide system; collectively Polar Midstream and Epping
Polar Midstream			Polar Midstream, LLC
produced water			water from underground geologic formations that is a by-product of natural gas and crude oil production
PSD			Prevention of Significant Deterioration
RCRA			Resource Conservation and Recovery Act
Red Rock Gathering			Red Rock Gathering Company, LLC
Revolving Credit Facility			the senior secured revolving credit facility governed by the Fourth Amended and Restated Credit Agreement dated as of December 18,2020, as amended by the Third Amended and Restated Credit Agreement dated as of May 26, 2017, as amended by the First Amendment to Third Amended and Restated Credit Agreement dated as of September 22, 2017, the Second Amendment to Third Amended and Restated Credit Agreement dated as of June 26, 2019 and the Third Amendment to Third Amended and Restated Credit Agreement dated as of December 24, 2019
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
segment adjusted EBITDA			total revenues less total costs and expenses; plus (i) other income excluding interest income, (ii) our proportional adjusted EBITDA for equity method investees, (iii) depreciation and amortization, (iv) adjustments related to MVC shortfall payments, (v) adjustments related to capital reimbursement activity, (vi) unit- based and noncash compensation, (vii) impairments and (viii) other noncash expenses or losses, less other noncash income or gains
Series A Preferred Units			Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units issued by the Partnership
shortfall payment			the payment received from a counterparty when its volume throughput does not meet its MVC for the applicable period
SMLP			Summit Midstream Partners, LP
SMLP Holdings			SMLP Holdings, LLC
SMLP LTIP			SMLP Long-Term Incentive Plan
SMP Holdings			Summit Midstream Partners Holdings, LLC, also known as SMPH
SMPH Term Loan			SMPH Holdings’ term loan, governed by the Term Loan Agreement, dated as of March 21, 2017, among SMP Holdings, as borrower, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent


SPCC			Spill Prevention Control and Countermeasure
Subsidiary Series A Preferred Units			Series A Fixed Rate Cumulative Redeemable Preferred Units issued by Permian Holdco
Summit Holdings			Summit Midstream Holdings, LLC
Summit Investments			Summit Midstream Partners, LLC
Summit Niobrara			Summit Midstream Niobrara, LLC
Summit Marketing			Summit Midstream Marketing, LLC
Summit Permian			Summit Midstream Permian, LLC
Summit Permian II			Summit Midstream Permian II, LLC
Summit Permian Transmission			Summit Permian Transmission, LLC
Summit Utica			Summit Midstream Utica, LLC
Tax Reform Legislation			the Tax Cuts and Jobs Act of 2017
Tcfe			the equivalent of one trillion cubic feet
the Partnership			Summit Midstream Partners, LP and its subsidiaries
the Partnership Agreement			the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership dated May 28, 2020, as amended by Amendment No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership, dated February 23, 2023
throughput volume			the volume of natural gas, crude oil or produced water gathered, transported or passing through a pipeline, plant or other facility during a particular period; also referred to as volume throughput
Tioga Midstream			Tioga Midstream, LLC

unconventional resource basin			a basin where natural gas or crude oil production is developed from unconventional sources that require hydraulic fracturing as part of the completion process, for instance, natural gas produced from shale formations and coalbeds; also referred to as an unconventional resource play
VOC			volatile organic compound(s)
wellhead			the equipment at the surface of a well, used to control the well's pressure; also, the point at which the hydrocarbons and water exit the ground


	Aggregate throughput capacity (MMcf/d)	Average daily MVCs through 2027 (MMcf/d)	Remaining MVCs (Bcf)	Weighted-average remaining contract life (Years)	Weighted-average remaining MVC life (Years)
Northeast (1)	1,770	221	403	7.2	4.0
Ohio Gathering (2)	1,100	n/a	n/a	9.1	n/a


	Aggregate throughput capacity - liquids (Mbbl/d)	Aggregate throughput capacity - natural gas (MMcf/d)	Average daily MVCs through 2027 (MMcf/d)	Remaining MVCs (Bcfe)	Weighted-average remaining contract life (Years)	Weighted-average remaining MVC life (Years)
Rockies - Williston	225	n/a	n/a	n/a	5.2	n/a
Rockies - DJ (1)	50	220	13	26	8.4	5.4


	Year ended December 31,
	2022		2021
	(In thousands)
Net loss	$	(123,461)	$	(19,949)
Reportable segment adjusted EBITDA
Northeast	$	77,046	$	83,287
Rockies	57,810		64,517
Permian	18,051		6,614
Piceance	60,055		76,131
Barnett	31,624		36,729

Net cash provided by operating activities	$	98,744	$	165,099
Capital expenditures(1)	30,472		25,030
Cash consideration paid for the acquisition of Outrigger DJ, net of cash acquired	(166,631)		—
Cash consideration paid for the acquisition of Sterling DJ, net of cash acquired	(139,896)		—
Proceeds from the disposition of the Lane G&P System, net of cash sold in the transaction	75,020		—
Proceeds from the disposition of Bison Midstream, net of cash sold in the transaction	38,920		—
Investment in Double E equity method investee	8,444		148,699

Net cash provided by (used in) financing activities
Borrowings from ABL Facility	293,000		300,000
Repayments of ABL Facility	(230,000)		(33,000)
Repayments of Revolving Credit Facility	—		(857,000)
Repayments of Permian Transmission Term Loan	(4,647)		—
Borrowings from 2026 Secured Notes	84,371		689,500
Borrowings from Permian Transmission Credit Facility	—		160,000
Repayment of 2022 Senior Notes	—		(234,047)


Weighted average MVC quantities for the year ended December 31,			(MMBTU/day)
2022			612,123
2023			831,096
2024			989,507
2025			1,000,000
2026			1,000,178
2027			1,000,000
2028			1,002,562
2029			1,000,000
2030			1,000,000
2031			879,452


	Rockies
	Year ended December 31,
	2022		2021		Percentage Change
	(Dollars in thousands)
Revenues:
Gathering services and related fees	$	67,838	$	74,823	(9%)
Natural gas, NGLs and condensate sales	59,208		48,279		23%
Other revenues	16,557		21,985		(25%)
Total revenues	143,603		145,087		(1%)
Costs and expenses:
Cost of natural gas and NGLs	52,749		47,984		10%
Operation and maintenance	30,260		29,251		3%
General and administrative	2,541		1,506		69%
Depreciation and amortization	30,532		29,513		3%
Gain on asset sales, net	(63)		(56)		13%
Long-lived asset impairment	7,068		5,564		27%
Total costs and expenses	123,087		113,762		8%
Add:
Depreciation and amortization	30,532		29,513
Adjustments related to capital reimbursement activity	(431)		(1,885)
Gain on asset sales, net	(63)		(56)
Long-lived asset impairment	7,068		5,564
Other	188		56
Segment adjusted EBITDA	$	57,810	$	64,517	(10%)


	Total		2023		2024		2025		2026		2027
2025 Senior Notes, due April 2025 (2)	$	294,896	$	14,919	$	14,919	$	265,058	$	—	$	—
ABL Facility, due May 1, 2026 (2)	411,950		24,585		24,585		24,585		338,195		—
2026 Secured Notes, due October 15, 2026 (1)	1,058,769		70,650		70,650		70,650		846,819		—
Permian Transmission Term Loan, due January 2028 (3)	114,224		19,672		23,940		24,035		23,410		23,167
Global Settlement for 2015 Blacktail release, inclusive of interest (4)	28,335		6,667		6,667		6,667		6,667		1,667
Lease obligations	17,398		4,564		4,139		3,762		2,653		2,280
Total	$	1,925,572	$	141,057	$	144,900	$	394,757	$	1,217,744	$	27,114


	Corporate and Other
	Year ended December 31,
	2022		2021		Percentage Change
	(Dollars in thousands)
Revenues:
Total revenues	$	1,003	$	40	*
Costs and expenses:
General and administrative	38,282		53,169		(28%)
Transaction costs	6,968		1,677		316%
Interest expense	102,459		66,156		55%
Gain on asset sales or disposals	(26)		—		*

Gain on early extinguishment of debt	—		(3,523)		*


	December 31, 2022
	SMLP		Obligor Group
	(In thousands)
Assets
Current assets	$	2,553	$	86,443
Noncurrent assets	8,274		2,130,052

Liabilities
Current liabilities	$	16,345	$	79,841
Noncurrent liabilities	2,172		1,410,370


	December 31, 2021
	SMLP		Obligor Group
	(In thousands)
Assets
Current assets	$	2,495	$	70,483
Noncurrent assets	4,776		2,149,300

Liabilities
Current liabilities	$	12,463	$	58,658
Noncurrent liabilities	1,771		1,274,803


Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			96
Consolidated Balance Sheets			99
Consolidated Statements of Operations			100
Consolidated Statements of Partners' Capital			101
Consolidated Statements of Cash Flows			102
Notes to Consolidated Financial Statements			103


	December 31, 2022		December 31, 2021
	(In thousands, except unit amounts)
ASSETS
Cash and cash equivalents	$	11,808	$	7,349
Restricted cash	1,723		12,223
Accounts receivable	75,287		62,121
Other current assets	8,724		5,676
Total current assets	97,542		87,369
Property, plant and equipment, net	1,718,754		1,726,082
Intangible assets, net	198,718		172,927
Investment in equity method investees	506,677		523,196
Other noncurrent assets	38,273		12,888
TOTAL ASSETS	$	2,559,964	$	2,522,462

LIABILITIES AND CAPITAL
Trade accounts payable	$	14,052	$	10,498
Accrued expenses	20,601		14,462
Deferred revenue	9,054		10,374
Ad valorem taxes payable	10,245		8,570
Accrued compensation and employee benefits	16,319		11,019
Accrued interest	17,355		12,737
Accrued environmental remediation	1,365		3,068
Accrued settlement payable	6,667		4,833
Current portion of long-term debt	10,507		—
Other current liabilities	11,724		3,676
Total current liabilities	117,889		79,237
Long-term debt, net	1,479,855		1,355,072
Noncurrent deferred revenue	37,694		42,570
Noncurrent accrued environmental remediation	2,340		2,538
Other noncurrent liabilities	38,784		32,357
Total liabilities	1,676,562		1,511,774
Commitments and contingencies (Note 10)

Mezzanine Capital
Subsidiary Series A Preferred Units (93,039 and 91,439 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively)	118,584		106,325

Partners Capital
Series A Preferred Units (65,508 and 143,447 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively)	85,327		169,769
Common limited partner capital (10,182,763 and 7,169,834 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively)	679,491		734,594
Total partners capital	764,818		904,363
TOTAL LIABILITIES AND CAPITAL	$	2,559,964	$	2,522,462


	Partners Capital
		Series A Preferred Units		Common Limited Partner Capital		Total
		(In thousands)
Partners capital, December 31, 2020		$	174,425	$	748,466	$	922,891
Net income (loss)		15,998		(52,614)		(36,616)
Unit-based compensation		—		4,744		4,744
Tax withholdings and associated payments on vested SMLP LTIP awards		—		(1,733)		(1,733)
Tax withholdings on Series A Preferred Unit Exchange		—		(465)		(465)
Effect of 2021 Preferred Exchange Offer, inclusive of an $8.3 million deemed contribution to common unit holders		(20,654)		20,654		—
Exercise of ECP Warrants		—		15,542		15,542
Partners capital, December 31, 2021		169,769		734,594		904,363
Net income (loss)		8,145		(148,743)		(140,598)
Unit-based compensation		—		3,778		3,778
Tax withholdings and associated payments on vested SMLP LTIP awards		—		(1,198)		(1,198)
Tax withholdings on 2022 Preferred Exchange Offer		—		(2,652)		(2,652)
LTIP cash to equity conversion		—		1,125		1,125
Effect of 2022 Preferred Exchange Offer, inclusive of a $20.9 million deemed contribution to common unit holders		(92,587)		92,587		—
Partners capital, December 31, 2022		$	85,327	$	679,491	$	764,818


			Useful lives (In years)
Gathering and processing systems and related equipment			12-30
Other			4-15


Financial statement caption:						Revenue description:
Revenues:
Gathering services and related fees						•Revenue earned from fee-based gathering, compression, treating and processing services;
Natural gas, NGLs and condensate sales						•Revenue from the sale of physical natural gas purchased from customers percent-of- proceeds arrangements (Costs are presented within cost of natural gas and NGLs); •Revenue from sale of condensate and NGLs retained from gathering services (Costs are presented within operation and maintenance expense);
Other revenues						•Reimbursements to the Partnership for costs incurred by the Partnership on customer’s behalf (Recorded on a gross basis with corresponding costs included in operations and maintenance expense); •Revenue for freshwater deliveries; and •Revenue for management fees related to Double E.


(in thousands)
Total consideration paid for Outrigger DJ	$	167,631
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	1,000
Accounts receivable	7,529
Other current assets	190
Property, plant and equipment, net	144,514
Intangible assets	21,447
Trade accounts payable, accrued expenses and other	(7,049)
Net assets acquired and liabilities assumed	$	167,631


(in thousands)
Total consideration paid for Sterling DJ	$	140,396
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	500
Accounts receivable	16,224
Other current assets	4,557
Property, plant and equipment, net	108,720
Intangible assets	38,678
Other noncurrent assets	9,865
Trade accounts payable, accrued expenses and other	(38,148)
Net assets acquired	$	140,396


	Year Ended December 31, 2022		Year Ended December 31, 2021
Revenues	$	543,024	$	471,787
Net loss	$	(36,945)	$	(35,396)


	Year ended December 31, 2022
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(in thousands)
Reportable Segments:
Northeast	$	54,392	$	—	$	—	$	54,392
Rockies	67,838		59,208		16,557		143,603
Permian	3,668		17,382		4,101		25,151
Piceance	80,630		7,111		5,608		93,349
Barnett	41,830		2,503		7,763		52,096
Total reportable segments	248,358		86,204		34,029		368,591
Corporate and other	—		21		982		1,003

Total	$	248,358	$	86,225	$	35,011	$	369,594


	Year ended December 31, 2021
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(in thousands)
Reportable Segments:
Northeast	$	62,567	$	—	$	—	$	62,567
Rockies	74,823		48,279		21,985		145,087
Permian	8,230		28,727		3,891		40,848
Piceance	95,235		5,464		4,786		105,485
Barnett	40,850		298		5,443		46,591
Total reportable segments	281,705		82,768		36,105		400,578
Corporate and other	—		—		40		40
Total	$	281,705	$	82,768	$	36,145	$	400,618


	December 31, 2022
	Gross carrying amount		Accumulated amortization		Net
	(In thousands)
Favorable gas gathering contracts	$	21,063	$	(14,809)	$	6,254
Contract intangibles	270,412		(228,143)		42,269
Rights-of-way	200,089		(58,330)		141,759
Indefinite-lived intangibles	8,436		—		8,436
Total intangible assets	$	500,000	$	(301,282)	$	198,718


	(In thousands)
2023	$	27,749
2024	17,563
2025	17,379
2026	14,354
2027	8,365
Thereafter	104,872
	$	190,282


	November 30, 2022				November 30, 2021
	OGC		OCC		OGC		OCC
	(In thousands)
Current assets	$	36,062	$	5,195	$	36,967	$	5,300
Noncurrent assets	1,157,530		274		1,189,921		961
Total assets	$	1,193,592	$	5,469	$	1,226,888	$	6,261

Current liabilities	$	6,942	$	3,588	$	7,984	$	3,104
Noncurrent liabilities	13,380		3,096		9,854		4,927
Total liabilities	$	20,322	$	6,684	$	17,838	$	8,031


	Twelve months ended November 30, 2022				Twelve months ended November 30, 2021
	OGC		OCC		OGC		OCC
	(In thousands)
Total revenues	$	113,317	$	13,340	$	102,140	$	12,614
Total operating expenses	106,369		12,786		95,399		11,419
Net income (loss)	6,948		554		6,742		1,169


	(In thousands)
Current deferred revenue, January 1, 2022	$	10,374
Additions	4,578
Less: revenue recognized	(5,898)
Current deferred revenue, December 31, 2022	$	9,054


	(In thousands)
Noncurrent deferred revenue, January 1, 2022	$	42,570
Additions	269
Less: reclassification to current deferred revenue and other	(5,145)
Noncurrent deferred revenue, December 31, 2022	$	37,694


	(In thousands)
Accrued environmental remediation, December 31, 2020	$	2,929
Payments made	(1,972)
Additional accruals	4,649
Accrued environmental remediation, December 31, 2021	$	5,606
Payments made	(2,746)
Additional accruals	845
Accrued environmental remediation, December 31, 2022	$	3,705